MOTOROLA INC, S-3, 1995-09-25

MOTOROLA INC
S-3, 1995-09-25
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER , 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

MOTOROLA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------

<TABLE>
<S> <C> <C>
DELAWARE 36-1115800
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, ILLINOIS 60196
(708) 576-5000
</TABLE>

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------

CARL F. KOENEMANN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, ILLINOIS 60196
(708) 576-5000

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPY TO:
JAMES K. MARKEY
VICE PRESIDENT - CORPORATE, LAW DEPARTMENT
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, ILLINOIS 60196
(708) 576-9564
------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement
as determined in light of market conditions.

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES BEING REGISTERED REGISTERED(1) PER UNIT(3) OFFERING PRICE(3) FEE(5)
<S> <C> <C> <C> <C>
Debt Securities, Common Stock, $3 par value per
share(6), Debt Securities Warrants and Common $1,000,000,000 $1,000,000,000
Stock Warrants.................................... (2) 100% (4) $344,828
<FN>
(1) Includes such indeterminate number of shares of Common Stock as may be
issued upon exercise of Securities Warrants and such indeterminate amount
of Common Stock as may be issued in exchange for, or upon conversion of,
Debt Securities.
(2) Or the equivalent thereof in one or more foreign currencies or composite
currencies, including European Currency Units, or, if any Debt Securities
or Debt Securities Warrants are issued at an original issue discount, such
greater amount as shall result.
(3) Estimated solely for purposes of calculating the registration fee.
(4) No separate consideration will be received for Common Stock that is issued
in exchange for, or upon conversion of, Debt Securities.
(5) Calculated on the basis of 1/29th of 1% of the proposed maximum aggregate
offering price.
(6) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be evidenced
separately from the Common Stock.
</TABLE>

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

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
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.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1995
PROSPECTUS [LOGO]
DEBT SECURITIES AND DEBT WARRANTS
COMMON STOCK AND COMMON STOCK WARRANTS
UNITS
---------------------

Motorola, Inc. (the "Company") may offer from time to time under this
Prospectus in one or more series its (i) debt securities (the "Debt
Securities"), which may be senior (the "Senior Securities") or subordinated (the
"Subordinated Securities"), (ii) warrants to purchase Debt Securities (the "Debt
Warrants"), (iii) shares of its common stock, $3 par value per share (the
"Common Stock") and (iv) warrants to purchase Common Stock ("Common Stock
Warrants," and together with the Debt Warrants, the "Securities Warrants"), with
an aggregate initial public offering price of up to $1,000,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies,
including European Currency Units ("ECU"), on terms to be determined at the time
of each offering hereunder. The Debt Securities, Common Stock and Securities
Warrants may be offered separately or as a part of units consisting of one or
more such securities ("Units," and together with the Debt Securities, Common
Stock and Securities Warrants, the "Offered Securities"), in separate series, in
amounts, at prices and on terms to be determined at the time of sale and to be
set forth in one or more supplements to this Prospectus (a "Prospectus
Supplement"). The Debt Securities may be convertible into shares of Common Stock
of the Company.

Certain terms of the Offered Securities in respect of which this Prospectus
is being delivered, such as, (i) in the case of Debt Securities, the specific
designation, ranking, priority, aggregate principal amount, currency or
currencies, denominations, maturity, which may be fixed or extendible, premium
or discount, if any, interest rate, which may be fixed or variable, and time of
payment of interest, terms for redemption at the option of the Company or
repayment at the option of the holder, terms for sinking fund payments, terms
for conversion or exchange and form (which may be bearer, registered or global)
and any other terms in connection with the offer and sale of Debt Securities;
(ii) in the case of Securities Warrants, the duration, offering price, exercise
price, exercise dates and detachability and any other terms in connection with
the offer and sale of the Securities Warrants; (iii) in the case of Common
Stock, the specific title, number of shares or fractional interests therein,
dividend, liquidation, voting and any other rights in connection with the offer
and sale of the Common Stock; and (iv) in the case of any Offered Security, the
net proceeds, initial public offering price and any other terms will be set
forth in the applicable Prospectus Supplement. Units may be issued in amounts,
at prices, on terms and containing such conditions, covenants and other
provisions, and consisting of such Offered Securities and other securities, as
will be set forth in the applicable Prospectus Supplement. The applicable
Prospectus Supplement will also contain information, where applicable, about
certain United States federal income tax considerations relating to the Offered
Securities and any listing on a securities exchange of the Offered Securities
covered by such Prospectus Supplement and about relationships between the
Company and the applicable trustee, in the case of the issuance of Debt
Securities or Debt Warrants.

The Offered Securities may be offered directly, through agents, to or
through underwriters or dealers, which may include affiliates of the Company, or
through any combination of the foregoing. See "Plan of Distribution." If any
agents, dealers or underwriters are involved in the sale of any of the Offered
Securities, their names, and any applicable fee, commission, purchase price or
discount arrangements with them, will be set forth, or will be calculable from
the information set forth, in the applicable Prospectus Supplement. The Company
may also issue Offered Securities to one or more persons in exchange for
outstanding securities of the Company acquired by such persons from third
parties in open market or privately negotiated transactions. The newly issued
Offered Securities sold in any such exchange may be offered pursuant to this
Prospectus and the applicable Prospectus Supplement by such persons, acting as
principal for their own accounts, at market prices prevailing at the time of
sale, at prices otherwise negotiated or at fixed prices. Unless otherwise
indicated in the applicable Prospectus Supplement, the Company will receive only
outstanding securities of the Company in any such exchange transaction and will
not receive cash proceeds in connection with the exchange or receive any
proceeds in connection with the resale by such persons of any Offered
Securities.

SEE "RISK FACTORS RELATING TO CURRENCIES," ON PAGE 6 HEREOF, FOR A
DISCUSSION OF CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN DEBT
SECURITIES AND DEBT WARRANTS.
--------------------------

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 OR ANY PROSPECTUS SUPPLEMENT. ANY
REPRESENTA TION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------

The date of this Prospectus is .
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 13th Floor, Seven World
Trade Center, New York, New York 10048 and 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained by mail from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605.

Additional information regarding the Company and the Offered Securities is
contained in the registration statement on Form S-3 (together with all exhibits
and amendments, the "Registration Statement") filed with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the Commission's rules.
For further information pertaining to the Company and the Offered Securities
offered hereby, reference is made to the Registration Statement which may be
inspected without charge at the office of the Commission at 450 Fifth Street
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the
Commission at prescribed rates.
------------------------

Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars," or "U.S. $").
------------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-7221) are
incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 1, 1995 and July 1, 1995.

3. The Company's Current Reports on Form 8-K dated May 15, 1995 and
August 29, 1995.

4. The description of the Common Stock included in the Registration
Statement on Form 8-B dated July 2, 1973, including any amendments or
reports filed for the purpose of updating such description.

5. The description of the Company's Preferred Share Purchase Rights
included in the Registration Statement on Form 8-A dated November 15, 1988,
as amended by Forms 8 dated August 9, 1990 and December 2, 1992 and by Form
8-A/A dated February 28, 1994.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Offered Securities shall 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 modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

2
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits, unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to Richard
H. Weise, Secretary, Motorola, Inc., 1303 East Algonquin Road, Schaumburg,
Illinois 60196, telephone: (708) 576-5000.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR A PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND THEREIN, AND ANY
INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR THEREIN MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED
SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. NEITHER THIS
PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT SHALL CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE OFFERED SECURITIES COVERED BY THIS
PROSPECTUS 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
THE APPLICABLE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

3
<PAGE>
THE COMPANY

Motorola, Inc. is a corporation organized under the laws of the State of
Delaware as the successor to an Illinois corporation organized in 1928. As used
in this discussion of "The Company," "Motorola" or the "Company" refers to
Motorola, Inc. and its subsidiaries, unless otherwise indicated by the context.
Motorola's principal executive offices are located at 1303 East Algonquin Road,
Schaumburg, Illinois 60196 (telephone number 708-576-5000).

Motorola, one of the world's leading providers of electronic equipment,
systems, components and services for worldwide markets, is engaged in the
design, manufacture and sale, principally under the Motorola brand, of a
diversified line of such products. These products include two-way land mobile
communications systems, paging and wireless data systems and other forms of
electronic communication systems; cellular mobile and portable telephones and
systems; semiconductors, including integrated circuits, discrete devices and
microprocessor units; information systems products such as modems, multiplexers
and network processors; electronic equipment for military and aerospace use;
electronic engine controls and other automotive and industrial electronic
equipment; and multifunction computer systems for distributed data processing
and office automation applications. Motorola also provides services for paging,
cellular telephone and shared mobile radio. "Motorola" is a registered trademark
of Motorola, Inc.

SEMICONDUCTOR PRODUCTS

The semiconductor products manufactured by the Semiconductor Products Sector
include integrated circuit devices (metal-oxide semiconductor and bipolar) such
as dynamic and static random access memories, microcontrollers, microprocessors,
microcomputers, gate arrays, standard cells, digital signal processors, mixed
signal arrays, and other logic and analog components. In addition, the
Semiconductor Products Sector manufactures a wide variety of discrete devices
including zener and tuning diodes, radio frequency devices, power and small
signal transistors, field effect transistors, microwave devices,
optoelectronics, rectifiers and thyristors.

GENERAL SYSTEMS PRODUCTS

General systems products are designed, manufactured and sold by the General
Systems Sector which includes the Cellular Subscriber Group, the Cellular
Infrastructure Group, the Network Ventures Division, Personal Communications
Systems and the Motorola Computer Group. The Cellular Subscriber and
Infrastructure Groups manufacture, sell, install and service cellular
infrastructure and radiotelephone equipment. In addition, the Cellular
Subscriber Group resells cellular line service in the U.S., New Zealand,
Germany, France and U.K. markets. The Network Ventures Division is a joint
venture partner in cellular and telepoint operating systems in Argentina,
Uruguay, Hong Kong, Israel, Chile, Mexico, Thailand, Pakistan, Dominican
Republic, Japan, Nicaragua, Jordan, Lithuania and Russia. The Motorola Computer
Group develops, manufactures, sells and services multifunction computer systems
and board level products, together with operating systems and system enablers.

COMMUNICATIONS PRODUCTS

As a principal supplier of mobile and portable FM two-way radio and radio
paging and wireless data systems, the Land Mobile Products Sector and the
Messaging, Information and Media Sector provide equipment and systems to meet
the communications needs of individuals and many different types of business,
institutional and governmental organizations. Products of the Land Mobile
Products Sector and certain products of the Messaging, Information and Media
Sector provide voice and data communication between vehicles, persons and base
stations. The Messaging, Information and Media Sector products provide signaling
or signaling and one-way voice communications or wireless data communications to
people away from their homes, vehicles or offices.

4
<PAGE>
Information systems products are also designed, manufactured and sold by the
Messaging, Information and Media Sector. These products include high-speed
leased-line, dial and data communications modems; digital transmission devices,
DDS service units, ISDN terminal adaptors, multiplexers; network management and
control systems; X.25 networking equipment and local area network
interconnection products.

GOVERNMENT AND SYSTEMS TECHNOLOGY PRODUCTS

The Government and Systems Technology Group's products include aerospace
telecommunications systems, military communications equipment, radar systems,
data links, display systems, positioning and navigation systems, instrumentation
products, countermeasures systems, missile guidance equipment, electronic
ordinance devices, drone electronic systems and secure telecommunication and
commercial test equipment products. Under an agreement between Motorola, Inc.
and Iridium, Inc., the Government and Systems Technology Group is also designing
and constructing the satellite network and ground control segment of the
Iridium-Registered Trademark- space system.

AUTOMOTIVE, ENERGY AND CONTROLS PRODUCTS

The products manufactured by the Automotive, Energy and Controls Group
include automotive and industrial electronics, energy storage products and
systems, and ceramic and quartz electronic components, as well as electronic
ballasts for fluorescent lighting and radio frequency identification devices.

- ------------------------------
- -Registered Trademark---Registered Trademark and Servicemark of Iridium, Inc.

5
<PAGE>
RISK FACTORS RELATING TO CURRENCIES

Debt Securities or Debt Warrants denominated or payable in foreign
currencies may entail significant risks. These risks include, without
limitation, the possibility of significant fluctuations in the foreign currency
markets, the imposition or modification of foreign exchange controls and
potential illiquidity in the secondary market. These risks will vary depending
upon the currency or currencies involved. These risks may be more fully
described in the applicable Prospectus Supplement. See "Description of Debt
Securities" and "Description of Securities Warrants."

USE OF PROCEEDS

Unless otherwise specified in an applicable Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Offered Securities
will be used for general corporate purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

The following are the unaudited consolidated ratios of earnings to fixed
charges for the quarters ended July 1, 1995 and July 2, 1994 and each of the
years in the five-year period ended December 31, 1994:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
-------------------- YEAR ENDED DECEMBER 31,
JULY 1, JULY 2, --------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- --------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.................... 11.0 8.5 9.8 6.8 4.0 3.5 3.8
</TABLE>

For purposes of computing the ratios of earnings to fixed charges, income
before income tax expense (excluding interest costs capitalized) plus fixed
charges has been divided by fixed charges. Fixed charges consist of interest
costs (including interest costs capitalized) and estimated interest included in
rentals (one-third of net rental expense).

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the Debt Securities (except for
the terms of Liquid Yield Option-TM- Notes ("LYONs"-TM-), which are described
separately) sets forth certain general terms and provisions of the Debt
Securities to which any Prospectus Supplement may relate. The particular terms
of the Debt Securities offered by any Prospectus Supplement and the extent, if
any, to which such general provisions may apply to such Debt Securities will be
described in such Prospectus Supplement.

The Senior Securities (except for LYONs) are to be issued under an Indenture
(the "Senior Indenture") dated May 1, 1995 between the Company and Harris Trust
and Savings Bank, as trustee, or the trustee named in the applicable Prospectus
Supplement as trustee (the "Senior Trustee") and the Subordinated Securities
(except for LYONs) are to be issued under an indenture (the "Subordinated
Indenture"; the Senior Indenture and the Subordinated Indenture are collectively
referred to herein as the "Indentures") between the Company and the First
National Bank of Chicago, as trustee, or the trustee named in the applicable
Prospectus Supplement as trustee (the "Subordinated Trustee"). The forms of the
Senior Indenture and the Subordinated Indenture are exhibits to the Registration
Statement. The following summary of certain provisions of the Indentures does
not purport to be complete and is qualified in its entirety by reference to the
provisions of the Indentures and the applicable Prospectus Supplement relating
to such Offered Securities. Numerical references in parentheses below are to
sections of the Indentures. Wherever particular sections or defined terms of the
Indentures are referred to, it is intended that such sections or defined terms
shall be incorporated herein by reference. Unless otherwise indicated,
capitalized terms used herein that are defined in the

- ------------------------------
- -TM---Trademark of Merrill Lynch & Co., Inc.

6
<PAGE>
Indentures shall have the meanings ascribed to them in the Indentures. As used
in this "Description of Debt Securities," the "Company" refers to Motorola, Inc.
and does not, unless the context otherwise indicates, include its subsidiaries.

GENERAL

The Senior Securities will be unsubordinated obligations of the Company.
They will be unsecured and will rank equally and PARI PASSU with each other,
unless otherwise indicated in the applicable Prospectus Supplement. (Section 301
of the Senior Indenture) The Subordinated Securities will be subordinated in
right of payment to the prior payment in full of the Senior Indebtedness of the
Company. See "Description of Debt Securities -- Subordinated Indenture
Provisions." The Subordinated Securities will be unsecured and will rank equally
and PARI PASSU with each other, unless otherwise indicated in the applicable
Prospectus Supplement. (Section 301 of the Subordinated Indenture) The
Indentures do not limit the aggregate principal amount of Debt Securities which
may be issued thereunder and provide that Debt Securities may be issued
thereunder from time to time in one or more series.

Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, when
applicable, of the Offered Securities: (1) the title of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered Securities; (3)
the date or dates, or the method by which such date or dates will be determined
or extended, on which the principal (and premium, if any) of the Offered
Securities will be payable; (4) the rate or rates per annum at which the Offered
Securities will bear interest, if any, or the method by which such rate or rates
will be determined and the date or dates from which such interest will accrue;
(5) the dates on which such interest, if any, will be payable and the Regular
Record Dates for any interest payable on any Registered Security on any such
Interest Payment Dates, any circumstances in which the Company may defer
interest payments or any manner of computing interest if other than a 360-day
year of twelve 30-day months; (6) the place or places where principal and
interest (and premium, if any) on the Offered Securities may be payable, where
any Registered Securities may be surrendered for transfer and where Offered
Securities may be exchanged and notices and demands may be served or published,
(7) the price at which, the periods within which or the date or dates on which,
and the terms and conditions upon which the Offered Securities may, pursuant to
any optional or mandatory redemption provisions, be redeemed at the option of
the Company; (8) the obligation, if any, of the Company to redeem, repay or
purchase Offered Securities pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods, price or prices
and terms and conditions upon which such repurchase, redemption or purchase
shall occur; (9) whether Offered Securities are to be Registered Securities,
Bearer Securities or both, are to be issuable with or without coupons and the
terms upon which Bearer Securities may be exchanged for Registered Securities
and, in the case of Bearer Securities, the date as of which such Bearer
Securities shall be dated (if not the date of original issuance of the first
security of like tenor and term); (10) whether Offered Securities are to be
issued in the form of a Global Security, the Depositary and Global Exchange
Agent, whether such Global form is temporary or permanent, the circumstances
under which any temporary Global Security will be exchanged for definitive
Global Securities and any applicable Exchange Date; (11) whether any additional
amounts will be payable to Holders of the Offered Securities; (12) the
denomination of any Registered Security (if other than $1,000 or any integral
multiple thereof) and of any Bearer Security (if other than $5,000 or any
integral multiple thereof); (13) if other than Dollars, the Currency or
Currencies of denomination, including any composite Currency or index; (14) the
application, if any, of the defeasance or covenant defeasance provisions of the
applicable Indenture to the Offered Securities; (15) if other than Dollars, the
Currency, Currencies or Currency units in which payments shall be made on the
Offered Securities and the time and manner of determining any exchange rate
between the Currency or Currencies of denomination and that or those in which
they are to be paid; (16) the manner in which any payments on an Offered
Security may be determined with respect to an index; (17) the designation of any
initial Exchange Rate Agent; (18) the terms and conditions, if any, upon which
the Offered Securities are to be convertible into shares of Common

7
<PAGE>
Stock of the Company; (19) the portion of the principal amount of the Offered
Securities, if other than the principal amount thereof, payable upon
acceleration of maturity thereof; (20) the Person to whom any interest on any
Registered Security shall be payable, if other than the Person in whose name
such Registered Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date, the manner in which, or
Person to whom, any interest on any Bearer Security will be payable, if other
than upon presentation and surrender of the coupons appertaining thereto as they
mature, and the extent to which any interest payable on an Interest Payment Date
on any temporary Security issued in Global form will be paid if other than the
manner in the applicable Indenture; (21) the terms of any pledge of property
made to secure the obligations of the Company under such Offered Securities and
the circumstances under which such pledge may be released, and the limitations,
if any, on recourse against the Company under such Offered Securities; (22) if
other than the Trustee, the identity of the Security Registrar and/or Paying
Agent; and (23) any other terms of the Offered Securities. (Section 301 of each
Indenture)

Additional provisions of the applicable Indenture, such as rate reset and
extension provisions, may be made applicable to the Offered Securities, as
described in the applicable Prospectus Supplement.

For purposes of this Prospectus, any reference to the payment of principal
(or premium, if any) or interest, if any, on any Debt Securities will be deemed
to include mention of the payment of any additional amounts required by the
terms of such Debt Securities.

Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Federal income tax and other
considerations pertaining to any such Original Issue Discount Securities will be
discussed in the applicable Prospectus Supplement.

The Debt Securities will be obligations exclusively of the Company. Since
the operations of the Company are partially conducted through subsidiaries,
primarily overseas, the cash flow and the consequent ability to service debt,
including the Debt Securities, of the Company, are partially dependent upon the
earnings of its subsidiaries and the distribution of those earnings to, or upon
loans or other payments of funds by those subsidiaries to, the Company. The
subsidiaries are separate and distinct legal entities and have no obligation,
contingent or otherwise, to pay any amounts due pursuant to the Debt Securities
or to make any funds available therefor, whether by dividends, loans or other
payments. In addition, the payment of dividends and the making of loans and
advances to the Company by its subsidiaries may be subject to statutory or
contractual restrictions, are contingent upon the earnings of those subsidiaries
and are subject to various business considerations.

Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization (and the consequent right of the Holders of
the Debt Securities to participate in those assets) will be effectively
subordinated to the claims of that subsidiary's creditors (including trade
creditors), except to the extent that the Company is itself recognized as a
creditor of such subsidiary, in which case the claims of the Company would still
be subordinate to any security interests in the assets of such subsidiary and
any indebtedness of such subsidiary senior to that held by the Company.

The general provisions of the Indentures do not contain any provisions that
would limit the ability of the Company to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly leveraged
or similar transaction involving the Company. However, the general provisions of
the Indentures do provide that neither the Company nor any Domestic Subsidiary
(as defined below) will subject certain of its property or assets to any
mortgage or other encumbrance unless the Securities issued thereunder are
secured equally and ratably with or prior to such other indebtedness thereby
secured. See "Description of Debt Securities -- Restrictive Covenants" below.

Under the Indentures, the Company has the ability to issue Debt Securities
with terms different from those of Debt Securities previously issued thereunder
and, without the consent of the holders

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thereof, to issue additional amounts of a series of Debt Securities (with
different dates for payments, different rates of interest and in different
currencies or currency), in an aggregate principal amount determined by the
Company. (Section 301 of each Indenture)

DENOMINATIONS, FORM, EXCHANGE, REGISTRATION AND TRANSFER

Debt Securities of a series may be issuable solely as Registered Securities,
solely as Bearer Securities or as both Registered Securities and Bearer
Securities. Unless otherwise provided in the applicable Prospectus Supplement,
Registered Securities denominated in U.S. dollars (other than Global Securities,
which may be of any denomination) are issuable in denominations of $1,000 and
any integral multiple thereof and Bearer Securities denominated in U.S. dollars
are issuable in denominations of $5,000 and any integral multiples thereof. The
Indentures also provide that Debt Securities of a series may be issuable in
global form. See "Description of Debt Securities -- Global Securities" below.
Unless otherwise indicated in the applicable Prospectus Supplement, Bearer
Securities (except those in temporary or permanent global form) will have
interest coupons attached. (Section 201 of each Indenture)

Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of authorized denominations and of a
like aggregate principal amount, tenor and terms. In addition, if Debt
Securities of any series are issuable as both Registered Securities and Bearer
Securities, at the option of the Holder, but subject to applicable laws, upon
request confirmed in writing, and subject to the terms of the applicable
Indenture, Bearer Securities (with all unmatured coupons, except as provided
below, and all matured coupons in default) of such series will be exchangeable
into Registered Securities of the same series of any authorized denominations
and of a like aggregate principal amount, tenor and terms. Bearer Securities
surrendered in exchange for Registered Securities of the same series between the
close of business on a Regular Record Date or a Special Record Date and the
relevant date for payment of interest shall be surrendered without the coupon
relating to such date for payment of interest, and interest will not be payable
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the terms of the applicable Indenture. Unless otherwise
specified in the applicable Prospectus Supplement, Bearer Securities will not
otherwise be issued in exchange for Registered Securities. (Section 305 of each
Indenture)

In connection with its original issuance, no Bearer Security shall be mailed
or otherwise delivered to any location in the United States (as defined below
under "Description of Debt Securities -- Limitations on Issuance of Bearer
Securities") and, unless otherwise specified in the applicable Prospectus
Supplement, a Bearer Security may be delivered in connection with its original
issuance only if the person entitled to receive such Bearer Security furnishes
written certification, in the form required by the applicable Indenture, to the
effect that (i) such Bearer Security is not being acquired by or on behalf of a
United States person (as defined below under "Description of Debt Securities --
Limitations on Issuance of Bearer Securities"), or (ii) if a beneficial interest
in such Bearer Security is being acquired by or on behalf of a United States
person, that such United States person is a foreign branch of a United States
financial institution (as defined in Treasury Regulation Section
1.165-12(c)(1)(v)) that is purchasing for its own account or for resale or such
person is acquiring the Bearer Security through the foreign branch of a United
States financial institution and the financial institution agrees, in either
case, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder or (iii) such Bearer Security is being acquired by a
United States or foreign financial institution for resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7))
and has not been acquired for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.
(Section 303 of each Indenture) See "Description of Debt Securities -- Global
Securities" and "Description of Debt Securities -- Limitations on Issuance of
Bearer Securities" below.

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Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for registration of transfer (duly
endorsed or accompanied by a satisfactory written instrument of transfer), at
the office of the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose with respect to such series of Debt
Securities, without service charge and upon payment of any taxes and other
governmental charges. (Section 305 of each Indenture) If the Prospectus
Supplement refers to any transfer agent (in addition to the Security Registrar)
initially designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent (or Security Registrar) acts, except that, if Debt Securities of
a series are issuable solely as Registered Securities, the Company will be
required to maintain a transfer agent in each Place of Payment for such series
and, if Debt Securities of a series are issuable as Bearer Securities, the
Company will be required to maintain (in addition to the Security Registrar) a
transfer agent in a Place of Payment for such series located outside the United
States. The Company may at any time designate additional transfer agents with
respect to any series of Debt Securities. (Section 1002 of each Indenture)

The Company shall not be required (i) to issue, register the transfer of or
exchange Debt Securities of any particular series to be redeemed or exchanged
for a period of 15 days preceding the first publication of the relevant notice
of redemption or, if Registered Securities are outstanding and there is no
publication, the mailing of the relevant notice of redemption or exchange, (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 Registered
Security being redeemed or exchanged 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 like tenor and terms of that series,
provided that such Registered Security shall be surrendered for redemption.
(Section 305 of each Indenture)

GLOBAL SECURITIES

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

The specific terms of the depository arrangement with respect to a series of
Debt Securities will be described in the applicable Prospectus Supplement
relating to such series. The Company anticipates that the following provisions
will generally apply to depository arrangements.

Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depository ("Participants"). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Debt
Securities or by the Company if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global Security
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the applicable Depository or its nominee (with respect to
interests of Participants) and records of Participants (with respect to
interests of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, pledge or transfer beneficial interest in a Global Security.

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

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

The Company expects that the Depository for a series of Debt Securities or
its nominee, upon receipt of any payment of principal or interest (or premium,
if any) in respect of a permanent Global Security representing any of such Debt
Securities, immediately will credit Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security for such Debt Securities as shown on the records
of such Depository or its nominee. The Company also expects that payments by
Participants to owners of beneficial interests in such Global Security held
through such Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." Such payments will be
the responsibility of such Participants.

If a Depository for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series to Participants in exchange for the Global Security
representing such series of Debt Securities. In addition, the Company may, at
any time and in its sole discretion, subject to any limitations described in the
applicable Prospectus Supplement relating to such Debt Securities, determine not
to have any Debt Securities of such series represented by one or more Global
Securities and, in such event, will issue individual Debt Securities of such
series to Participants in exchange for the Global Security or Securities
representing such series of Debt Securities.

LIMITATIONS ON ISSUANCE OF BEARER SECURITIES

In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to United States persons (each
as defined below) other than to a Qualifying Branch of a United States Financial
Institution (as defined below) or a United States person acquiring Bearer
Securities through a Qualifying Branch of a United States Financial Institution
and any underwriters, agents and dealers participating in the offering of Debt
Securities must agree that they will not offer any Bearer Securities for sale or
resale in the United States or to United States persons (other than a Qualifying
Branch of a United States Financial Institution or a United States person
acquiring Bearer Securities through a Qualifying Branch of a United States
Financial Institution) nor deliver Bearer Securities within the United States.
In addition, any such underwriters, agents and dealers must agree to send
confirmations to each purchaser of a Bearer Security confirming that such
purchaser represents that it is not a United States person or is a Qualifying
Branch of a United States Financial Institution and, if such person is a dealer,
that it will send similar confirmations to purchasers from it. The term
"Qualifying Branch of a United States Financial Institution" means a branch
located outside the

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United States of a United States securities clearing organization, bank or other
financial institution listed under Treasury Regulation Section 1.165-12(c)(1)(v)
that agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Code and the regulations thereunder.

Bearer Securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code." Under Sections 165(j) and 1287(a) of the Code, holders
that are United States persons, with certain exceptions, will not be entitled to
deduct any loss on Bearer Securities and must treat as ordinary income any gain
realized on the sale or other disposition (including the receipt of principal)
of Bearer Securities.

The term "United States person" means a citizen 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 of any political subdivision thereof, and
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source, and the term "United States" means the
United States of America (including the states and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction
(including the Commonwealth of Puerto Rico).

PAYMENT AND PAYING AGENTS

Unless otherwise provided in the applicable Prospectus Supplement, the Place
of Payment for a series issuable solely as Registered Securities will be
Chicago, Illinois, U.S.A., and the Company will initially designate the
corporate trust office of the Senior Trustee and the Subordinated Trustee,
respectively, for this purpose. Notwithstanding the foregoing, at the option of
the Company, interest, if any, may be paid on Registered Securities (i) by check
mailed to the address of the Person entitled thereto as such Person's address
appears in the Security Register or (ii) by wire transfer to an account located
in the United States maintained by the Person entitled thereto as specified in
the Security Register. (Sections 307, 1001 and 1002 of each Indenture) Unless
otherwise provided in the applicable Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the Person in
whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest. (Section 307 of each Indenture)

If Debt Securities of a series are issuable solely as Bearer Securities or
as both Registered Securities and Bearer Securities, unless otherwise provided
in the applicable Prospectus Supplement, the Company will be required to
maintain an office or agency (i) outside the United States at which, subject to
any applicable laws and regulations, the principal of (and premium, if any) and
interest, if any, on such series will be payable and (ii) in Chicago, Illinois
for payments with respect to any Registered Securities of such series (and for
payments with respect to Bearer Securities of such series in the limited
circumstances described below, but not otherwise); provided that, if required in
connection with any listing of such Debt Securities on The Stock Exchange of the
United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any
other stock exchange located outside the United States, the Company will
maintain an office or agency for such Debt Securities in London or Luxembourg or
any city located outside the United States required by such stock exchange.
(Section 1002 of each Indenture) The initial locations of such offices and
agencies will be specified in the applicable Prospectus Supplement. Unless
otherwise provided in the applicable Prospectus Supplement, principal of (and
premium, if any) and interest, if any, on Bearer Securities may be made, at the
Holder's option by (i) check in the Currency designated by the Bearer Security
presented or mailed to an address outside the United States or (ii) paid by wire
transfer to an account in such Currency maintained by the Person entitled
thereto with a bank located outside the United States. (Sections 307 and 1002 of
each Indenture) Unless otherwise provided in the applicable Prospectus
Supplement, payment of installments of interest on any Bearer Securities on or
before Maturity will be made only against surrender of coupons for such interest
installments as they severally mature. (Section 1001 of each Indenture) Unless
otherwise provided in the applicable Prospectus Supplement, no payment with
respect to any Bearer Security will be made at any office or agency of the
Company in

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the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal of (and premium, if any)
and interest, if any, on Bearer Securities payable in U.S. dollars will be made
at the office of the Company's Paying Agent in Chicago, Illinois if (but only
if) payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions and the Trustee has received an
opinion of counsel that such payment within the United States is legal.
(Sections 307 and 1002 of each Indenture)

The Company may from time to time designate additional offices or agencies
for payment with respect to any Debt Securities, approve a change in the
location of any such office or agency and, except as provided above, rescind the
designation of any such office or agency.

Unless otherwise provided in the applicable Prospectus Supplement, all
payments of principal of (and premium, if any) and interest, if any, on any Debt
Security that is payable in a Currency other than U.S. dollars will be made in
U.S. dollars in the event that such Currency (i) ceases to be used both by the
government of the country that issued the currency and by a central bank or
other public institution of or within the international banking community for
the settlement of transactions, (ii) is the ECU and ceases to be used both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities or (iii) is any
currency unit (or composite currency) other than the ECU and ceases to be used
for the purposes for which it was established (each of the events described in
clauses (i) through (iii), a "Conversion Event"). (Section 312 of each
Indenture)

All moneys deposited with a paying agent or held for the payment of
principal of (or premium, if any) or interest, if any, on any Debt Security that
remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will, at request of the Company, be
repaid to the Company, or discharged from trust, and the Holder of such Debt
Security or any coupon appertaining thereto will thereafter look only to the
Company for payment thereof. (Section 1003 of each Indenture)

DEFEASANCE AND COVENANT DEFEASANCE

Each Indenture provides that, if such provision is made applicable to the
Debt Securities of any series pursuant to Section 301 of the applicable
Indenture, the Company may elect either (A) to defease and be discharged from
any and all obligations in respect of such Debt Securities (except for certain
obligations to register the transfer or exchange of such Debt Securities, to
replace temporary, destroyed, stolen, lost or mutilated Debt Securities, to
maintain paying agencies and to hold monies for payment in trust) ("defeasance")
or (B) to omit to comply with certain restrictive covenants in Section 801
(being the restrictions described under "Description of Debt Securities --
Consolidation, Merger, Conveyance, Transfer or Lease"), Section 1007 (relating
to maintenance of the Company's existence), 1008 (Maintenance of Properties),
1009 (Payment of Taxes and Other Claims), 1010 (Restrictions on Secured Debt)
and 1011 (Restrictions on Sales and Leasebacks), and the occurrence of any event
specified in Sections 501(3) and 501(4) (with respect to any of Sections 1007
through 1011, inclusive, and Section 801) and 501(7) (described, respectively,
in clauses (c), (d) and (f) under "Description of Debt Securities -- Events of
Default") shall not be deemed to be an Event of Default under the applicable
Indenture and the Debt Securities of any series ("covenant defeasance"), in
either case upon the deposit with the applicable Trustee (or other qualifying
trustee), in trust, of money and/or U.S. Government Obligations (as defined
below) which through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and each installment of interest, if any,
on the Debt Securities of such series on the Stated Maturities of such payments
in accordance with the terms of the applicable Indenture and the Debt Securities
of such series. Such a trust may only be established if, among other things, the
Company has delivered to the applicable Trustee an Opinion of Counsel (who may
be counsel for the Company) to the effect that the Holders of the Debt
Securities of

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such series will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit and defeasance had
not occurred. Such opinion, in the case of defeasance under clause (A) above,
must refer to and be based upon a ruling of Internal Revenue Service or a change
in applicable Federal income tax law occurring after the date of the applicable
Indenture. The applicable Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance with
respect to the Debt Securities of a particular series. (Article Fifteen of each
Indenture)

In the event the Company exercises its option to omit compliance with
certain covenants of the applicable Indenture with respect to the Debt
Securities of any series as described above and the Debt Securities of such
series are declared due and payable because of the occurrence of any Event of
Default other than the Event of Default described in clause (d) under
"Description of Debt Securities -- Events of Default", the amount of money and
U.S. Government Obligations on deposit with the applicable Trustee will be
sufficient to pay amounts due on the Debt Securities of such series at the time
of their Stated Maturity but may not be sufficient to pay amounts due on the
Debt Securities of such series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments. The term "U.S. Government Obligations" means direct noncallable
obligations of, or noncallable obligations guaranteed by, the United States or
an agency thereof for the payment of which guarantee or obligation the full
faith and credit of the United States is pledged.

RESTRICTIVE COVENANTS

RESTRICTIONS ON SECURED DEBT If the Company or any Domestic Subsidiary
shall incur or guarantee any Debt secured by a Mortgage on any Principal
Property or on any shares of stock of or Debt of any Domestic Subsidiary, the
Company will secure the Debt Securities of each series equally and ratably with
(or prior to) such secured Debt, unless after giving effect thereto, the
aggregate amount of all such Debt so secured, together with all Attributable
Debt (as defined below) in respect of sale and leaseback transactions involving
Principal Properties (see "Description of Debt Securities -- Restrictions on
Sales and Leasebacks" below), would not exceed 5% of the Consolidated Net
Tangible Assets of the Company and its consolidated subsidiaries. This
restriction will not apply to, and there will be excluded from secured Debt in
any computation under such restriction, Debt secured by (a) Mortgages on
property of, or on any shares of stock of or Debt of, any corporation existing
at the time such corporation becomes a Domestic Subsidiary or at the time it is
merged into or consolidated with the Company or a Domestic Subsidiary, (b)
Mortgages in favor of the Company or a Domestic Subsidiary, (c) Mortgages in
favor of governmental bodies to secure progress or advance payments, (d)
Mortgages on property, shares of stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or consolidation), (e)
purchase money Mortgages and Mortgages to secure the construction cost of
property, and (f) any extension, renewal or refunding of any Mortgage referred
to in the foregoing clauses (a) through (e), inclusive. "Principal Property"
will be defined to include any single parcel of real estate, any manufacturing
plant or warehouse owned or leased by the Company or any Domestic Subsidiary
which is located within the United States and the gross book value (without
deduction of any depreciation reserves) of which on the date as of which the
determination is being made exceeds 1% of Consolidated Net Tangible Assets,
other than any manufacturing plant or warehouse or a portion thereof (a) which
is a pollution control or other facility financed by obligations issued by a
state or local government unit, or (b) which, in the opinion of the Board of
Directors of the Company, is not of material importance to the total business
conducted by the Company and its subsidiaries as an entirety. "Attributable
Debt" means the total net amount of rent required to be paid during the
remaining term of any lease, discounted at the rate per annum borne by the
Senior Securities of each series, compounded annually. "Subsidiary of the
Company" means a corporation, a majority of the outstanding voting stock of
which is owned, directly or indirectly, by the Company and/ or one or more
Subsidiaries of the Company. "Domestic Subsidiary" means a Subsidiary of the
Company except a Subsidiary of the Company which neither transacts any
substantial portion of its business nor regularly maintains any substantial
portion of its fixed assets within the United States,

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or which is engaged primarily in financing the operations of the Company or its
Subsidiaries, or both, outside the United States. "Consolidated Net Tangible
Assets" means the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (a) all current liabilities
(excluding any constituting Funded Debt by reason of their being renewable or
extendable) and (b) goodwill and other intangibles. (Section 1010 of each
Indenture)

RESTRICTIONS ON SALES AND LEASEBACKS Neither the Company nor any Domestic
Subsidiary may enter into any sale and leaseback transaction involving any
Principal Property, completion of construction and commencement of full
operation of which has occurred more than 180 days prior thereto, unless (a) the
Company or such Domestic Subsidiary could mortgage such property as provided for
above under "Description of Debt Securities -- Restrictive Covenants --
Restrictions on Secured Debt" in an amount equal to the Attributable Debt with
respect to the sale and leaseback transaction without equally and ratably
securing the Debt Securities of each series, or (b) the Company, within 120
days, applies to the retirement of its Funded Debt an amount not less than the
greater of (i) the net proceeds of the sale of the Principal Property leased
pursuant to such arrangement or (ii) the fair market value of the Principal
Property so leased (subject to credits for certain voluntary retirements of
Funded Debt). This restriction will not apply to any sale and leaseback
transaction (a) between the Company and a Domestic Subsidiary or between
Domestic Subsidiaries or (b) involving the taking back of a lease for a period,
including renewals, of three years or less. (Section 1011 of each Indenture)

EVENTS OF DEFAULT

The following are Events of Default under the Indentures with respect to
Securities of any series: (a) failure to pay principal of (or premium, if any)
on any Security of that series when due; (b) failure to pay any installment of
interest on any Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any
Security of that series; (d) failure to perform any other covenant of the
Company in the applicable Indenture (other than a covenant included in the
applicable Indenture solely for the benefit of any series of Securities other
than that series), continued for 60 days after written notice as provided in the
applicable Indenture; (e) certain events in bankruptcy, insolvency or
reorganization; and (f) any other Event of Default provided with respect to
Securities of that series. (Section 501 of each Indenture) If an Event of
Default with respect to the Outstanding Securities of any series shall occur and
be continuing either the Trustee or the Holders of at least 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Securities of that series to be
due and payable immediately; provided that in the case of certain events of
bankruptcy, insolvency or reorganization, such principal amount (or portion
thereof) shall automatically become due and payable. However, at any time after
an acceleration with respect to Securities of any series has occurred, but
before a judgment or decree based on such acceleration has been obtained, the
Holders of a majority in principal amount of the Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
(Section 502 of each Indenture) For information as to waiver of defaults, see
"Description of Debt Securities -- Modification and Waiver." Reference is made
to the Prospectus Supplement relating to each series of Offered Securities which
are Original Issue Discount Securities or Indexed Securities for the particular
provisions relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities or Indexed
Securities upon the occurrence of an Event of Default and the continuation
thereof.

The Indentures provide that, subject to the duty of the applicable Trustee
during default to act with the required standard of care, the applicable Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the applicable Trustee reasonable security or indemnity.
(Section 603 of each Indenture) Subject to such provisions for indemnification
of the Trustee and certain other limitations, the Holders of a majority in
principal amount of the Outstanding Securities of any

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series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of that
series. (Section 512 of the Senior Indenture and Section 505 of the Subordinated
Indenture)

The Company will be required to furnish to the applicable Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (Section 1006 of
each Indenture)

MODIFICATION AND WAIVER

Modifications and amendments of each Indenture may be made by the Company
and the applicable Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Securities of each series affected thereby;
PROVIDED, HOWEVER, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Security affected thereby, (a) change
the Stated Maturity date of the principal of, or any installment of principal of
or interest on, any Security, (b) reduce the principal amount of (or premium, if
any) or interest, if any, on, any Security, (c) reduce the amount of principal
of any Original Issue Discount Security payable upon acceleration of the
Maturity thereof, (d) change the place or currency of payment of principal of
(or premium, if any) or interest, if any, on, any Security, (e) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Security, or (f) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the applicable Indenture or for waiver of certain
defaults. (Section 902 of each Indenture)

The Holders of a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all Securities of that series
waive, insofar as that series is concerned, compliance by the Company with
certain restrictive provisions of the applicable Indenture. (Section 1012 of
each Indenture) The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all Securities of that
series waive any past default under the applicable Indenture with respect to
Securities of that series, except a default in the payment of the principal of
(or premium, if any) or interest, if any, on any Security of that series or in
respect of any provision which under the applicable Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Security of
that series affected. (Section 513 of the Senior Indenture and Section 504 of
the Subordinated Indenture)

In addition, under the Subordinated Indenture, no modification or amendment
thereof may, without the consent of the holders of each Outstanding Subordinated
Security affected thereby, modify any of the provisions of such Indenture
relating to the subordination of the Subordinated Securities in a manner adverse
to the holders thereof without the consent of all the holders thereof and no
such modification or amendment may adversely affect the rights of the holders of
Senior Indebtedness then outstanding under Article Sixteen of such Indenture
(described under the caption "Description of Debt Securities -- Subordinated
Indenture Provisions") without the consent of the requisite holders of Senior
Indebtedness (as required pursuant to the terms of such Senior Indebtedness).
(Section 902 of the Subordinated Indenture)

In determining whether the holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver under either Indenture or whether a quorum is present
at a meeting of holders of Securities thereunder, (i) the principal amount of an
Original Issue Discount Security that will be deemed to be outstanding will be
the amount of the principal thereof that would be due and payable as of the date
of such determination upon acceleration of the Maturity thereof, (ii) the
principal amount of a Security denominated in a foreign Currency or Currencies
will be the U.S. dollar equivalent, determined on the original issuance date for
such Security, of the principal amount thereof (or, in the case of an Original
Issue Discount Security or Indexed Security, the U.S. dollar equivalent on the
original issuance date of such Security of the amount determined as provided in
(i) above or (iii) below), (iii) the principal amount of an

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Indexed Security that may be counted in making such determination or calculation
and that will be deemed outstanding for such purpose will be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Indexed Security pursuant to Section 301
of such Indenture and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
will be disregarded. (Section 101 of each Indenture)

Each Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series issued thereunder if Debt Securities of that series
are issuable in whole or in part as Bearer Securities. (Section 1401 of each
Indenture) A meeting may be called at any time by the Trustee for such Debt
Securities, or upon the request of the Company or the Holders of at least 10% in
principal amount of the Outstanding Debt Securities of such series, in any such
case upon notice given in accordance with the applicable Indenture with respect
thereto. (Section 1402 of each Indenture) Except for any consent that must be
given by each holder of a Debt Security affected, any resolution presented at a
meeting or adjourned meeting at which a quorum is present may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series; provided, however, that, except for
any consent that must be given by each holder of a Debt Security affected, any
resolution with respect to any consent which may be given by the Holders of not
less than 66 2/3% in principal amount of the Outstanding Debt Securities of a
series issued under an Indenture may be adopted at a meeting or an adjourned
meeting at which a quorum is present only by the affirmative vote of the Holders
of 66 2/3% in principal amount of such Outstanding Debt Securities of that
series; and provided, further, that, except for any consent that must be given
by each holder of a Debt Security affected, any resolution with respect to any
demand, consent, waiver or other action which 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 Debt Securities of a series issued under an Indenture
may be adopted at a meeting or adjourned meeting at which a quorum is present by
the affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Debt Securities of that series. (Section 1404 of each
Indenture)

Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with the applicable Indenture
with respect thereto will be binding on all Holders of Debt Securities of that
series and the related coupons issued under that Indenture. The quorum at any
meeting of Holders of a series of Debt Securities called to adopt a resolution,
and at any reconvened meeting, will be persons holding or representing a
majority in principal amount of the Outstanding Debt Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent which may be given by the Holders of not less than 66 2/3%
in principal amount of the Outstanding Debt Securities of a series, the Persons
holding or representing 66 2/3% in principal amount of the Outstanding Debt
Securities of such series issued under that Indenture will constitute a quorum.
(Section 1404 of each Indenture)

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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HARRIS TRUST AND SAVINGS BANK, AS TRUSTEE

Harris Trust and Savings Bank is trustee under (i) an indenture with the
Company dated as of March 15, 1985 relating to the Company's 8.40% Debentures
due August 15, 2031, (ii) an indenture with the Company dated as of October 1,
1991 relating to the Company's 7.60% Notes due January 1, 2007 and the Company's
6 1/2% Notes due March 1, 2008 and (iii) an indenture with the Company dated as
of May 1, 1995 relating to the Company's 7 1/2% Debentures due May 15, 2025 and
the Company's 6 1/2% Debentures due September 1, 2025. Harris Trust and Savings
Bank has also extended credit facilities to the Company and a subsidiary of the
Company and conducts business with the Company and certain of its affiliates,
including cash management and stock transfer services and serving as trustee for
the Motorola Pension Trust. Harris Trust and Savings Bank also serves as the
Rights Agent under the Rights Agreement, as amended, with the Company (the
"Rights Agreement"). See "Description of Capital Stock -- Preferred Share
Purchase Rights."

THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE

The First National Bank of Chicago serves as trustee under the indentures
with the Company for the 2009 LYONs and the 2013 LYONs and would serve as
extension trustee under the extension indenture relating to the extension notes
which could be issued in the future with respect to the 2009 LYONs. The First
National Bank of Chicago would also serve as trustee under the LYONs Indenture
except as otherwise set forth in the applicable Prospectus Supplement. See
"Description of Liquid Yield Option Notes." The Company also maintains certain
banking relationships with The First National Bank of Chicago.

SUBORDINATED INDENTURE PROVISIONS

The Subordinated Securities shall be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to the prior
payment in full of all existing and future Senior Debt (as defined below) of the
Company. (Section 1601 of the Subordinated Indenture)

Senior Debt is defined in the Subordinated Indenture as the principal of
(and premium, if any) and interest on (including interest accruing after the
filing of a petition initiating any proceeding pursuant to any bankruptcy law)
and other amounts due on or in connection with any Debt incurred, assumed or
guaranteed by the Company, whether outstanding on the date of the Subordinated
Indenture or thereafter incurred, assumed or guaranteed, and all renewals,
extensions and refundings of any such Debt. Excluded from the definition of
Senior Debt are the following: (a) any Debt which expressly provides (i) that
such Debt shall not be senior in right of payment to the Subordinated
Securities, or (ii) that such Debt shall be subordinated to any other Debt of
the Company, unless such Debt expressly provides that such Debt shall be senior
in right of payment to the Subordinated Securities; (b) Debt of the Company in
respect of the Subordinated Securities; (c) Debt of the Company in respect of
its outstanding Liquid Yield Option Notes due 2009 (the "2009 LYONs") and its
outstanding Liquid Yield Option Notes due 2013 ("2013 LYONs") (which 2009 LYONs
and 2013 LYONs will rank on a parity with the Subordinated Securities); and (d)
Debt of the Company in respect of the extension notes which may be issued in the
future, at specified dates, in respect of the 2009 LYONs in payment of the
purchase price thereof (which extension notes would rank on a parity with the
Subordinated Securities and any 2009 LYONs and 2013 LYONs remaining
outstanding). (Section 101 of the Subordinated Indenture)

As of July 1, 1995, the Company had approximately $3,388 million of
consolidated indebtedness outstanding (excluding accrued interest thereon) which
would have constituted either Senior Debt or indebtedness of subsidiaries of the
Company. In addition, as of July 1, 1995, the Company had outstanding
approximately $360 million (issue price plus accrued original issue discount) of
2009 LYONs and 2013 LYONs, representing approximately $574 million in aggregate
principal amount at maturity, which would rank on a parity with the Subordinated
Securities. There are no restrictions in the Subordinated Indenture on the
creation of additional Senior Debt (or any other indebtedness). (Section 101 of
the Subordinated Indenture)

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By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets, (i)
the holders of all Senior Debt shall first be entitled to receive payment in
full of all amounts due or to become due thereon, or payment of such amounts
shall have been provided for, before the Holders of Subordinated Securities
shall be entitled to receive any payment or distribution with respect to such
securities, (ii) the Holders of Subordinated Securities will be required to pay
over their share of such distribution to the holders of Senior Debt until such
Senior Debt is paid in full, and (iii) creditors of the Company who are not
Holders of Subordinated Securities or holders of Senior Debt may recover less,
ratably, than holders of Senior Debt and may recover more, ratably, than the
Holders of Subordinated Securities. (Section 16.02 of the Subordinated
Indenture)

Unless otherwise specified in the Prospectus Supplement, in the event that
the Subordinated Securities are declared due and payable prior to their Stated
Maturity by reason of the occurrence of an Event of Default, then the Company
would be obligated to promptly notify holders of Senior Debt of such
acceleration. Unless otherwise specified in the applicable Prospectus
Supplement, the Company may not pay the Subordinated Securities until 120 days
have passed after such acceleration occurs and may thereafter pay the
Subordinated Securities if the terms of the Subordinated Indenture otherwise
permit payment at that time. (Section 16.03 of the Subordinated Indenture)

Unless otherwise specified in the Prospectus Supplement, no payment of the
principal (and premium, if any) or interest, if any, with respect to any of the
Subordinated Securities may be made, except the Subordinated Securities may be
acquired for Common Stock or other Capital Stock or as otherwise set forth in
the Subordinated Indenture, if any default with respect to Senior Debt occurs
and is continuing that permits the acceleration of the maturity thereof and such
default is either the subject of judicial proceedings or the Company receives
notice of the default, unless (a) 120 days pass after notice of the default is
given and such default is not then the subject of judicial proceedings or the
default with respect to the Senior Debt is cured or waived and (b) the terms of
the Subordinated Indenture otherwise permit the payment or acquisition of the
Subordinated Securities at that time. (Section 16.04 of the Subordinated
Indenture)

DESCRIPTION OF LIQUID YIELD OPTION NOTES

The following description of the terms of the LYONs sets forth certain
general terms and provisions of the LYONs as to which any Prospectus Supplement
may relate. The particular terms of the LYONs and the extent, if any, to which
such general terms may apply to the LYONs so offered will be described in the
applicable Prospectus Supplement relating to such LYONs. Any Prospectus
Supplement relating to an offering of LYONs will also contain information
concerning certain United States federal income tax considerations relating
thereto.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") has
previously marketed (and anticipates continuing to market) securities of issuers
under the trademark LYONs. Any LYONs offered by the Company pursuant to this
Prospectus and the applicable Prospectus Supplement may contain certain terms
and provisions which are different from such other previously marketed LYONs.

The LYONs are to be issued under an indenture (the "LYONs Indenture"),
between the Company and The First National Bank of Chicago, as trustee, or the
trustee named in the applicable Prospectus Supplement as trustee (the "LYONs
Trustee"). The form of the LYONs Indenture (including the Form of LYON, which is
a part thereof) is an exhibit to the Registration Statement. The following
summaries of certain provisions of the LYONs and the LYONs Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the LYONs and the LYONs Indenture,
including the definitions therein of certain terms which are not otherwise
defined in this Prospectus and the applicable Prospectus Supplement relating to
such LYONs. Wherever particular provisions or defined terms of the LYONs
Indenture (or of the Form of LYON which is a part thereof) are referred to, such
provisions or defined terms are incorporated

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herein by reference. References herein are to sections in the LYONs Indenture
and paragraphs in the Form of LYON. As used in this "Description of Liquid Yield
Option Notes," the "Company" refers to Motorola, Inc. and does not, unless the
context otherwise indicates, include its subsidiaries.

GENERAL

Unless otherwise specified in the Prospectus Supplement, the LYONs will be
unsecured obligations of the Company limited to the aggregate principal amount
at maturity set forth in the applicable Prospectus Supplement and will mature on
the date set forth in such Prospectus Supplement. The principal amount at
maturity of each LYON is $1,000 and will be payable at the office of the Paying
Agent, initially the LYONs Trustee, in the Borough of Manhattan, the City of New
York, or any other office of the Paying Agent maintained for such purpose.
(Sections 2.02, 2.03 and 4.05 and Form of LYON, paragraph 3)

The LYONs will be issued at a substantial discount from their principal
amount at maturity. There will be no periodic payments of interest. The
calculation of the accrual of Original Issue Discount (the difference between
the Issue Price and the principal amount at maturity of a LYON) in the period
during which a LYON remains outstanding will be on a semi-annual bond equivalent
basis using a 360-day year composed of twelve 30-day months; such accrual will
commence on the Issue Date of the LYONs. (Form of LYON, paragraph 1.) Maturity,
conversion, purchase by the Company at the option of a Holder, or redemption of
a LYON will cause Original Issue Discount and interest, if any, to cease to
accrue on such LYON, under the terms and subject to the conditions of the LYONs
Indenture. (Section 2.08) The Company may not reissue a LYON that has matured or
been converted, purchased by the Company at the option of a Holder, redeemed or
otherwise cancelled (except for registration of transfer, exchange or
replacement thereof). (Section 2.10)

The LYONs will be issued only in fully registered form, without coupons, in
denominations of $1,000 of principal amount at maturity or an integral multiple
thereof. (Section 2.02 and Form of LYON, paragraph 11) Unless otherwise
specified in the applicable Prospectus Supplement, the LYONs may be presented
for conversion at the office of the Conversion Agent and for exchange or
registration of transfer at the office of the Registrar, each such agent
initially being the LYONs Trustee. (Section 2.03) Unless otherwise specified in
the applicable Prospectus Supplement, the Company will not charge a service
charge for any registration of transfer or exchange of LYONs; however, the
Company may require payment by a Holder of a sum sufficient to cover any tax,
assessment or other governmental charge payable in connection therewith.
(Section 2.06)

SUBORDINATION OF LYONS

Unless otherwise specified in the applicable Prospectus Supplement, the
indebtedness evidenced by the LYONs will be subordinated in right of payment, as
set forth in the LYONs Indenture, to the prior payment in full of all existing
and future Senior Indebtedness of the Company. (Section 10.01 and Form of LYON,
paragraph 8) Senior Indebtedness is defined in the LYONs Indenture as the
principal of (and premium, if any) and interest on (including interest accruing
after the filing of a petition initiating any proceeding pursuant to any
Bankruptcy Law) and other amounts due on or in connection with any Debt
incurred, assumed or guaranteed by the Company, whether outstanding on the date
of the LYONs Indenture or thereafter incurred, assumed or guaranteed, and all
renewals, extensions and refundings of any such Debt. Excluded from the
definition of Senior Indebtedness are the following: (a) any Debt which
expressly provides (i) that such Debt shall not be senior in right of payment to
the LYONs, or (ii) that such Debt shall be subordinated to any other Debt of the
Company, unless such Debt expressly provides that such Debt shall be senior in
right of payment to the LYONs; (b) Debt of the Company in respect of the LYONs;
(c) Debt of the Company in respect of its outstanding 2009 LYONs and its
outstanding 2013 LYONs (which 2009 LYONs and 2013 LYONs will rank on a parity
with the LYONs and any Subordinated Securities) and (d) Debt of the Company in
respect of the extension notes which may be issued in the future, at specified
dates, in respect of the 2009

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LYONs, in payment of the purchase price thereof (which extension notes would
rank on a parity with the LYONs, any 2009 LYONs and 2013 LYONs remaining
outstanding and any Subordinated Securities). (Section 10.01)

By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets, (i)
the holders of all Senior Indebtedness shall first be entitled to receive
payment in full of all amounts due or to become due thereon, or payment of such
amounts shall have been provided for, before the Holders of LYONs shall be
entitled to receive any payment or distribution with respect to the LYONs, (ii)
the Holders of LYONs will be required to pay over their share of such
distribution to the holders of Senior Indebtedness until such Senior
Indebtedness is paid in full; and (iii) creditors of the Company who are not
Holders of LYONs or holders of Senior Indebtedness may recover less, ratably,
than holders of Senior Indebtedness and may recover more, ratably, than the
Holders of LYONs. (Section 10.02)

Unless otherwise specified in the Prospectus Supplement, in the event that
the LYONs are declared due and payable prior to their Stated Maturity by reason
of the occurrence of an Event of Default, then the Company would be obligated to
promptly notify holders of Senior Indebtedness of such acceleration. Unless
otherwise specified in the applicable Prospectus Supplement, the Company may not
pay the LYONs until 120 days have passed after such acceleration occurs and may
thereafter pay the LYONs if the terms of the LYONs Indenture otherwise permit
payment at that time. (Section 10.03)

Unless otherwise specified in the Prospectus Supplement, no payment of the
principal amount at maturity, Issue Price, accrued Original Issue Discount,
Redemption Price, Change in Control Purchase Price or interest, if any, with
respect to any of the LYONs may be made, nor may the Company pay cash in respect
of the Purchase Price (or portion thereof) of any LYON (other than for
fractional shares of Common Stock) or otherwise acquire any LYONs except for
Common Stock or other Capital Stock or as otherwise set forth in the LYONs
Indenture, if any default with respect to Senior Indebtedness occurs and is
continuing that permits the acceleration of the maturity thereof and such
default is either the subject of judicial proceedings or the Company receives
notice of the default, unless (a) 120 days pass after notice of the default is
given and such default is not then the subject of judicial proceedings or the
default with respect to the Senior Indebtedness is cured or waived and (b) the
terms of the LYONs Indenture otherwise permit the payment or acquisition of the
LYONs at that time. (Section 10.04)

The LYONs will be obligations exclusively of the Company. Since the
operations of the Company are partially conducted through subsidiaries,
primarily overseas, the cash flow and the consequent ability to service debt,
including the LYONs, of the Company, are partially dependent upon the earnings
of its subsidiaries and the distribution of those earnings to, or upon loans or
other payments of funds by those subsidiaries to, the Company. The subsidiaries
are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the LYONs or to make any funds
available therefor, whether by dividends, loans or other payments. In addition,
the payment of dividends and the making of loans and advances to the Company by
its subsidiaries may be subject to statutory or contractual restrictions, are
contingent upon the earnings of those subsidiaries and are subject to various
business considerations.

Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization (and the consequent right of the Holders of
the LYONs to participate in those assets) will be effectively subordinated to
the claims of that subsidiary's creditors (including trade creditors), except to
the extent that the Company is itself recognized as a creditor of such
subsidiary, in which case the claims of the Company would still be subordinate
to any security interests in the assets of such subsidiary and any indebtedness
of such subsidiary senior to that held by the Company.

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had outstanding approximately $360 million (issue price plus accrued original
issue discount) of 2009 LYONs and 2013 LYONs, representing approximately $574
million in aggregate principal amount at maturity, which would rank on a parity
with the LYONs. There are no restrictions in the LYONs Indenture on the creation
of additional Senior Indebtedness (or any other indebtedness).

CONVERSION RIGHTS

Except as is otherwise specified in the applicable Prospectus Supplement, a
Holder of a LYON may convert it into Common Stock of the Company at the times
specified in the Prospectus Supplement; provided, however, that if a LYON is
called for redemption, the Holder may convert it only until the close of
business on the Redemption Date. A LYON in respect of which a Holder has
delivered a Purchase Notice or a Change in Control Purchase Notice exercising
the option of such Holder to require the Company to purchase such LYONs may be
converted only if such notice is withdrawn in accordance with the terms of the
LYONs Indenture. (Form of LYON, paragraph 9) A Holder may convert a portion of
such Holder's LYONs so long as such portion is $1,000 principal amount at
maturity or an integral multiple thereof. (Section 11.01)

The initial Conversion Rate is that number of shares of Common Stock per
LYON set forth as such in the applicable Prospectus Supplement, subject to
adjustment upon the occurrence of certain events. A Holder entitled to a
fractional share of Common Stock shall receive cash equal to the then current
market value of such fractional share. (Form of LYON, paragraph 9 and Section
11.03) Shares of Common Stock issued upon conversion of LYONs in accordance with
the terms of the LYONs Indenture, and prior to the Distribution Date (as defined
below) and the redemption or expiration of the Rights (as defined below), shall
also be entitled to receive Rights, under the terms and subject to the
conditions of the Rights Agreement (as defined below). See "Description of
Capital Stock-- Preferred Share Purchase Rights."

A Holder will not receive any cash payment representing accrued Original
Issue Discount. The Company's delivery to the Holder of the number of shares of
Common Stock into which the LYON is convertible (together with the cash payment,
if any, in lieu of fractional shares of Common Stock) will be deemed to satisfy
the Company's obligation to pay the principal amount of the LYON including the
accrued Original Issue Discount attributable to the period from the Issue Date
to the Conversion Date. Thus, the accrued Original Issue Discount is deemed to
be paid in full rather than cancelled, extinguished or forfeited. The Conversion
Rate will not be adjusted at any time during the term of the LYONs for such
accrued Original Issue Discount. (Section 11.02)

Except as is otherwise specified in the applicable Prospectus Supplement, to
convert a LYON into shares of Common Stock, a Holder must (i) complete and
manually sign the conversion notice on the back of the LYON (or complete and
manually sign a facsimile thereof) and deliver such notice to the Conversion
Agent or the office of the Paying Agent, (ii) surrender the LYON to the
Conversion Agent, (iii) if required, furnish appropriate endorsements and
transfer documents, and (iv) if required, pay all transfer or similar taxes.
Pursuant to the LYONs Indenture, the date on which all of the foregoing
requirements have been satisfied is the Conversion Date. (Section 11.02 and Form
of LYON, paragraph 9)

Except as otherwise specified in the applicable Prospectus Supplement, the
Conversion Rate will be adjusted for dividends or distributions on Common Stock
payable in Common Stock or other Capital Stock of the Company; certain
subdivisions, combinations or reclassifications of Common Stock; distributions
to all holders of Common Stock of certain rights to purchase Common Stock for a
period expiring within 60 days at less than the Quoted Price at the Time of
Determination; and distributions to such holders of assets or debt securities of
the Company or certain rights, warrants or options to purchase securities of the
Company (excluding cash dividends or other cash distributions from current or
retained earnings other than any Extraordinary Cash Dividend). However, except
as otherwise specified in the applicable Prospectus Supplement, no adjustment
need be made if Holders may participate in the transaction or in certain other
cases. Except as otherwise specified in the applicable Prospectus Supplement, in
cases where the fair market value (per share of Common Stock)

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of assets, debt securities or certain rights, warrants or options to purchase
securities of the Company distributed to shareholders exceeds the Average Quoted
Price of the Common Stock, or such Average Quoted Price exceeds the fair market
value (per share of Common Stock) of such assets, debt securities or rights,
warrants or options so distributed by less than $1.00, rather than being
entitled to an adjustment in the Conversion Rate, the Holder of a LYON upon
conversion thereof will be entitled to receive, in addition to the shares of
Common Stock into which such LYON is convertible, the kind and amount of assets,
debt securities or rights, warrants or options comprising the distribution that
such Holder would have received if such Holder had converted such LYON
immediately prior to the record date for determining the shareholders entitled
to receive the distribution. Except as otherwise specified in the applicable
Prospectus Supplement, none of (i) the distribution to holders of Common Stock
of separate certificates representing Rights (as defined below), (ii) the
occurrence of certain events entitling holders of such Rights to receive, upon
exercise thereof, Common Stock of the Company or Capital Stock of another
corporation or (iii) the exercise of such Rights, as described under
"Description of Capital Stock--Preferred Share Purchase Rights," will constitute
a distribution requiring an adjustment in the Conversion Rate. In addition, any
future dividend or distribution of rights to purchase Capital Stock which the
Company determines to be comparable in purpose and in effect to the dividend and
subsequent distribution of Rights will not constitute a distribution requiring
an adjustment in the Conversion Rate. The LYONs Indenture permits the Company to
increase the Conversion Rate from time to time. (Sections 11.06, 11.07, 11.08,
11.10, 11.12, 11.14, 11.17 and 11.19 and Form of LYON, paragraph 9)

Except as is otherwise provided in the applicable Prospectus Supplement, if
the Company is a party to a consolidation, merger or binding share exchange or a
transfer of all or substantially all of its assets, the right to convert a LYON
into Common Stock may be changed into a right to convert it into securities,
cash or other assets which the Holder would have received if the Holder had
converted such Holder's LYON immediately prior to such transaction. (Section
11.14)

Except as is otherwise provided in the applicable Prospectus Supplement, in
the event of a taxable distribution to holders of Common Stock which results in
an adjustment of the Conversion Rate or in the event the Conversion Rate is
increased at the discretion of the Company, the Holders of the LYONs may, in
certain circumstances, be deemed to have received a distribution subject to
Federal income tax as a dividend.

REDEMPTION OF LYONS AT THE OPTION OF THE COMPANY

Except as is otherwise provided in the applicable Prospectus Supplement, no
sinking fund is provided for the LYONs. Except as is otherwise provided in the
applicable Prospectus Supplement, prior to the date set forth in the applicable
Prospectus Supplement, the LYONs will not be redeemable at the option of the
Company. Beginning on the date set forth in the applicable Prospectus
Supplement, the Company may redeem the LYONs for cash as a whole at any time, or
from time to time in part at Redemption Prices set forth in the applicable
Prospectus Supplement (equal to, except as otherwise provided in the applicable
Prospectus Supplement, Issue Price plus accrued Original Issue Discount to the
Redemption Date). (Section 3.03 and Form of LYON, paragraph 5) Except as is
otherwise provided in the Prospectus Supplement, not less than 15 days' nor more
than 60 days' notice of redemption shall be given by mail to Holders of LYONs.
(Section 3.03 and Form of LYON, paragraph 7)

Except as is otherwise provided in the applicable Prospectus Supplement, if
less than all of the outstanding LYONs are to be redeemed, the Trustee shall
select the LYONs to be redeemed in principal amounts at maturity of $1,000 or
integral multiples thereof by lot, pro rata or by another method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the
rules of any stock exchange on which the LYONs are then listed). If a portion of
a Holder's LYON is selected for partial redemption and such Holder converts a
portion of such LYON prior to such

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redemption, such converted portion shall be deemed to be (solely for purposes of
determining the aggregate principal amount of LYONs redeemed by the Company) the
portion selected for redemption. (Section 3.02)

PURCHASE OF LYONS AT THE OPTION OF THE HOLDER

Except as is otherwise provided in the applicable Prospectus Supplement, on
the date or dates set forth in the applicable Prospectus Supplement (each, a
"Purchase Date"), the Company will become obligated to purchase, at the option
of the Holder thereof, any outstanding LYON for which a written Purchase Notice
has been delivered by the Holder to the office of the Paying Agent (initially
the Trustee) at any time from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on such
Purchase Date and for which such Purchase Notice has not been withdrawn, subject
to certain additional conditions.

Except as is otherwise provided in the applicable Prospectus Supplement, the
Purchase Notice shall state (i) the certificate numbers of the LYONs to be
delivered by the Holder thereof for purchase by the Company; (ii) the portion of
the principal amount at maturity of LYONs to be purchased, which portion must be
$1,000 or an integral multiple thereof; (iii) that such LYONs are to be
purchased by the Company pursuant to the applicable provisions of the LYONs; and
(iv) in the event the Company elects, pursuant to the applicable portion of the
Indenture, to pay the Purchase Price to be paid as of such Purchase Date in
Common Stock, in whole or in part, but such Purchase Price is ultimately to be
paid to such Holder entirely in cash because any of the conditions to payment of
the Purchase Price (or portion thereof) in Common Stock is not satisfied by the
Purchase Date, as described below, whether such Holder elects (x) to withdraw
such Purchase Notice as to some or all of the LYONs to which it relates (stating
the principal amount at maturity and certificate numbers of the LYONs as to
which such withdrawal shall relate), or (y) to receive cash in respect of the
entire Purchase Price for all LYONs subject to such Purchase Notice. Except as
is otherwise specified in the applicable Prospectus Supplement, if the Holder
fails to indicate in the Purchase Notice and in any written notice of withdrawal
relating to such Purchase Notice, such Holder's choice with respect to the
election described in clause (iv) above, such Holder shall be deemed to have
elected to receive cash in respect of the entire Purchase Price for all LYONs
subject to such Purchase Notice in such circumstances. (Section 3.08)

Except as is otherwise specified in the applicable Prospectus Supplement,
any Purchase Notice may be withdrawn by the Holder by a written notice of
withdrawal delivered to the Paying Agent prior to the close of business on the
Purchase Date. Except as is otherwise specified in the applicable Prospectus
Supplement, the notice of withdrawal shall state the principal amount at
maturity and the certificate numbers of the LYONs as to which the withdrawal
notice relates and the principal amount at maturity, if any, which remains
subject to the Purchase Notice. (Section 3.10)

Except as is otherwise specified in the applicable Prospectus Supplement,
the Purchase Price payable in respect of a LYON shall be equal to the Issue
Price plus accrued Original Issue Discount to the Purchase Date and the Company
may elect to pay the Purchase Price payable as of any Purchase Date in cash or
shares of Common Stock, or any combination thereof.

Except as is otherwise specified in the applicable Prospectus Supplement, if
the Company elects to pay the Purchase Price, in whole or in part, in shares of
Common Stock, the number of shares to be delivered in respect of the portion of
the Purchase Price to be paid in shares of Common Stock shall be equal to such
portion of the Purchase Price divided by the Market Price (as defined below) of
the Common Stock. Shares of Common Stock issued upon purchase of LYONs in
accordance with the provisions of the LYONs Indenture, and prior to the
Distribution Date (as defined below) and the redemption or expiration of the
Rights (as defined below), shall also be entitled to receive Rights, under the
terms and subject to the conditions of the Rights Agreement (as defined below).
See "Description of Capital Stock--Preferred Share Purchase Rights." Except as
is otherwise specified in

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the applicable Prospectus Supplement, however, no fractional shares of Common
Stock will be delivered upon any purchase by the Company of LYONs through the
delivery of shares of Common Stock in payment, in whole or in part, of the
Purchase Price and, instead, the Company will pay cash based on the Market Price
for all fractional shares of Common Stock.

Except as is otherwise specified in the Prospectus Supplement, the Company
will give notice (the "Company Notice") not less than 20 Business Days prior to
the Purchase Date (the "Company Notice Date") to all Holders at their addresses
shown in the register of the Registrar (and to beneficial owners as required by
applicable law) stating, among other things, whether the Company will pay the
Purchase Price of the LYONs in cash or Common Stock, or any combination thereof
(specifying the percentage of each) and, if the Company elects to pay in Common
Stock, in whole or in part, the method of calculating the Market Price of the
Common Stock. (Section 3.08)

Except as is otherwise specified in the Prospectus Supplement, the "Market
Price" means the average of the Sale Prices (as defined below) of the Common
Stock for the five trading day period ending on (if the third Business Day prior
to the applicable Purchase Date is a trading day or, if not, then on the last
trading day prior to) the third Business Day prior to the applicable Purchase
Date, appropriately adjusted to take into account the occurrence during the
period commencing on the first of such trading days during such five trading day
period and ending on such Purchase Date of certain events that would result in
an adjustment of the Conversion Rate with respect to the Common Stock. Except as
is otherwise specified in the Prospectus Supplement, the "Sale Price" of the
Common Stock on any date means the closing per share sale price (or if no
closing sale price is reported, the average bid and ask prices or, if more than
one in either case, the average of the average bid and average ask prices) on
such date as reported in the composite transactions for the principal United
States securities exchange on which the Common Stock is traded or, if the Common
Stock is not listed on a United States national or regional stock exchange, as
reported by the National Association of Securities Dealers Automated Quotation
System. Because the Market Price of the Common Stock is determined prior to the
applicable Purchase Date, Holders of LYONs bear the market risk with respect to
the value of the Common Stock to be received from the date such Market Price is
determined to such Purchase Date. Except as is otherwise specified in the
Prospectus Supplement, the Company may elect to pay the Purchase Price in Common
Stock only if the information necessary to calculate the Market Price is
reported in a daily newspaper of national circulation. (Section 3.08)

Except as is otherwise specified in the applicable Prospectus Supplement,
upon determination of the actual number of shares of Common Stock in accordance
with the foregoing provisions, the Company will publish such determination in a
daily newspaper of national circulation. (Section 3.08)

Except as is otherwise specified in the applicable Prospectus Supplement,
the Company's right to purchase LYONs with shares of Common Stock is subject to
the Company satisfying various conditions, including: (i) any required
registration of the Common Stock under the Securities Act or Exchange Act; and
(ii) compliance with other applicable federal and state securities laws, if any.
Except as is otherwise specified in any applicable Prospectus Supplement, if
such conditions are not satisfied by a Purchase Date, the Company will pay the
Purchase Price of the LYONs to be purchased on such Purchase Date entirely in
cash. (Section 3.08) The Company will comply with the provisions of Rule 13e-4
and any other tender offer rules under the Exchange Act which may then be
applicable and will file Schedule 13E-4 or any other Schedule required
thereunder in connection with any offer by the Company to purchase LYONs at the
option of Holders. (Section 3.13)

Except as is otherwise specified in the applicable Prospectus Supplement,
payment of the Purchase Price for a LYON for which a Purchase Notice has been
delivered and not withdrawn is conditioned upon delivery of such LYON (together
with necessary endorsements) to the Paying Agent at its office in the Borough of
Manhattan, the City of New York, or any other office of the Paying Agent
maintained for such purpose, at any time (whether prior to, on or after the
Purchase Date) after delivery of such Purchase Notice. Except as is otherwise
specified in the applicable Prospectus Supplement, payment of the Purchase Price
for such LYON will be made promptly following the later

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<PAGE>
of the Purchase Date or the time of delivery of such LYON. (Section 3.10) If the
Paying Agent holds, in accordance with the terms of the LYONs Indenture, money
or securities sufficient to pay the Purchase Price of such LYON on the Business
Day following the Purchase Date, then, on and after such date, Original Issue
Discount on such LYON will cease to accrue, whether or not such LYON is
delivered to the Paying Agent, and all other rights of the Holder shall
terminate (other than the right to receive the Purchase Price upon delivery of
the LYON). (Section 2.08)

Except as is otherwise specified in the Prospectus Supplement, no LYONs may
be purchased at the option of the Holder for cash if there has occurred (prior
to, on or after the giving, by the Holders of such LYONs, of the required
Purchase Notice) and is continuing an Event of Default described under
"Description of Liquid Yield Option Notes -- Events of Default; Notice and
Waiver" below (other than a default in the payment of the Purchase Price with
respect to such LYONs). (Sections 3.10 and 10.03)

CHANGE IN CONTROL PERMITS PURCHASE OF LYONS AT THE OPTION OF THE HOLDER

Except as is otherwise specified in the applicable Prospectus Supplement, in
the event of any Change in Control (as defined below) of the Company occurring
on or prior to the date set forth in the applicable Prospectus Supplement, each
Holder of LYONs will have the right, at the Holder's option, subject to the
terms and conditions of the LYONs Indenture, to require the Company to purchase
all or any part (provided that the principal amount at maturity must be $1,000
or an integral multiple thereof) of the Holder's LYONs on the date that is 35
Business Days after the occurrence of such Change in Control (the "Change in
Control Purchase Date") at a cash price equal to (except as is otherwise
specified in the applicable Prospectus Supplement) the Issue Price plus accrued
Original Issue Discount to the Change in Control Purchase Date (the "Change in
Control Purchase Price"). (Section 3.09 and Form of LYON, paragraph 6) Holders
will not have any right to require the Company to purchase LYONs in the event of
any Change in Control occurring after the date set forth in the applicable
Prospectus Supplement.

Except as is otherwise specified in the applicable Prospectus Supplement,
within 15 Business Days after the occurrence of a Change in Control, the Company
shall mail to the Trustee and each Holder of LYONs at its address shown in the
register of the Registrar (and to beneficial owners as required by applicable
law) a notice regarding the Change in Control, which notice shall state, among
other things: (i) the date of such Change in Control and the events causing such
Change in Control; (ii) the date by which the Change in Control Purchase Notice
(as defined below) must be given; (iii) the Change in Control Purchase Price;
(iv) the Change in Control Purchase Date; (v) the name and address of the Paying
Agent and the Conversion Agent; (vi) the Conversion Rate and any adjustments
thereto; (vii) that LYONs with respect to which a Change in Control Purchase
Notice is given by the Holder may be converted into shares of Common Stock (or,
in lieu thereof, cash, if the Company shall so elect) only if the Change in
Control Purchase Notice has been withdrawn in accordance with the terms of the
LYONs Indenture; (viii) that LYONs must be surrendered to the Paying Agent to
collect payment; (ix) that the Change in Control Purchase Price for any LYON as
to which a Change in Control Purchase Notice has been given and not withdrawn
will be paid promptly following the later of the Change in Control Purchase Date
and the time the LYON is surrendered; (x) the procedures that Holders must
follow to exercise these rights; (xi) the procedures for withdrawing a Change in
Control Purchase Notice and (xii) briefly, the conversion rights of Holders of
LYONs. The Company will cause a copy of such notice to be published in the WALL
STREET JOURNAL or another daily newspaper of national circulation. (Section
3.09)

Except as is otherwise specified in the applicable Prospectus Supplement, to
exercise the purchase right, the Holder must deliver a Change in Control
Purchase Notice to the Paying Agent (initially the Trustee), at its office in
the Borough of Manhattan, the City of New York, or any other office of the
Paying Agent maintained for such purpose, prior to the close of business on the
Change in Control Purchase Date. Except as is otherwise specified in the
applicable Prospectus Supplement, the Change in Control Purchase Notice shall
state (i) the certificate numbers of the LYONs to be delivered by the Holder
thereof for purchase by the Company; (ii) the portion of the principal amount at

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maturity of LYONs to be purchased, which portion must be $1,000 or an integral
multiple thereof; and (iii) that such LYONs are to be purchased by the Company
pursuant to the applicable provisions of the LYONs. (Section 3.09)

Except as is otherwise specified in the applicable Prospectus Supplement,
any Change in Control Purchase Notice may be withdrawn by the Holder by a
written notice of withdrawal delivered to the Paying Agent prior to the close of
business on the Change in Control Purchase Date. The notice of withdrawal shall
state the principal amount at maturity and the certificate numbers of the LYONs
as to which the withdrawal notice relates and the principal amount at maturity,
if any, which remains subject to a Change in Control Purchase Notice. (Section
3.10)

Except as is otherwise specified in the applicable Prospectus Supplement,
payment of the Change in Control Purchase Price for a LYON for which a Change in
Control Purchase Notice has been delivered and not withdrawn is conditioned upon
delivery of such LYON (together with necessary endorsements) to the Paying Agent
at its office in the Borough of Manhattan, the City of New York, or any other
office of the Paying Agent maintained for such purpose, at any time (whether
prior to, on or after the Change in Control Purchase Date) after the delivery of
such Change in Control Purchase Notice. Except as is otherwise specified in the
applicable Prospectus Supplement, payment of the Change in Control Purchase
Price for such LYON will be made promptly following the later of the Change in
Control Purchase Date or the time of delivery of such LYON. (Section 3.10) If
the Paying Agent holds, in accordance with the terms of the LYONs Indenture,
money sufficient to pay the Change in Control Purchase Price of such LYON on the
Business Day following the Change in Control Purchase Date, then, on and after
the Change in Control Purchase Date, such LYON will cease to be outstanding and
Original Issue Discount on such LYON will cease to accrue and be deemed paid,
whether or not such LYON is delivered to the Paying Agent, and all other rights
of the Holder shall terminate (other than the right to receive the Change in
Control Purchase Price upon delivery of the LYON). (Section 2.08)

Except as is otherwise specified in the applicable Prospectus Supplement, a
"Change in Control" of the Company is deemed to have occurred at such time as
(i) any person, including its Affiliates and Associates, other than the Company,
its Subsidiaries or their employee benefit plans, files a Schedule 13D or 14D-1
under the Exchange Act (or any successor schedule, form or report) disclosing
that such person has become the Beneficial Owner of 50% or more of the voting
power of the Company's Common Stock or other Capital Stock of the Company into
which the Common Stock is reclassified or changed, with certain exceptions, or
(ii) there shall be consummated any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which the Common Stock (or such other Capital Stock) would be converted into
cash, securities or other property, other than a consolidation or merger of the
Company in which the holders of the Common Stock (or such other Capital Stock)
immediately prior to the consolidation or merger have, directly or indirectly,
the same proportionate ownership of common stock of the continuing or surviving
corporation immediately after the merger or consolidation. (Section 3.09) Except
as is otherwise specified in the applicable Prospectus Supplement, the LYONs
Indenture does not permit the Board of Directors of the Company to waive the
Company's obligation to purchase LYONs at the option of the Holders in the event
of a Change in Control of the Company.

The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act which may then be applicable and will
file Schedule 13E-4 or any other schedule required thereunder in connection with
any offer by the Company to purchase LYONs at the option of Holders upon a
Change in Control. (Section 3.13) The Change in Control purchase feature of the
LYONs may in certain circumstances make more difficult or discourage a takeover
of the Company and, thus, the removal of incumbent management. The Change in
Control purchase feature, however, unless otherwise specified in the applicable
Prospectus Supplement, is not the result of management's knowledge of any
specific effort to accumulate shares of Common Stock or to obtain control of the
Company by means of a merger, tender offer, solicitation or otherwise, or part
of a plan by management to adopt a series of anti-takeover provisions. Instead,
unless otherwise specified in the applicable

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Prospectus Supplement, the Change in Control purchase feature is a standard
provision contained in other LYONs offerings that have been marketed by Merrill
Lynch and the terms of such feature result from negotiations between the Company
and Merrill Lynch. The 2009 LYONs and the 2013 LYONs have change in control
provisions substantially identical to the change in control provision described
above, and which, in the case of the 2009 LYONs, expired on September 8, 1994
and which, in the case of the 2013 LYONs, expires on September 27, 1998. The
Company's Preferred Share Purchase Rights also may have an anti-takeover effect.
See "Description of Capital Stock -- Preferred Share Purchase Rights."

The Company could, in the future, enter into certain transactions, including
certain recapitalizations of the Company, that would not constitute a Change in
Control of the Company, but that would increase the amount of Senior
Indebtedness outstanding at such time. Except as is otherwise specified in the
applicable Prospectus Supplement, no LYONs may be purchased at the option of
Holders upon a Change in Control of the Company if there has occurred (prior to,
on or after the giving, by the Holders of such LYONs, of the required Change of
Control Purchase Notice) and is continuing an Event of Default described under
"Description of Liquid Yield Option Notes -- Events of Default; Notice and
Waiver" below (other than a default in the payment of the Change in Control
Purchase Price with respect to such LYONs). (Sections 3.10 and 10.03) Further,
except as is otherwise specified in the applicable Prospectus Supplement, the
LYONs are subordinated to the prior payment of Senior Indebtedness as described
under "Description of Liquid Yield Option Notes -- Subordination of LYONs"
above.

MERGERS AND SALES OF ASSETS BY THE COMPANY

Except as is otherwise specified in the applicable Prospectus Supplement,
the Company may not consolidate with or merge into any other person or convey,
transfer or lease its properties and assets substantially as an entirety to
another person, unless, among other items, (i) the resulting, surviving or
transferee person (if other than the Company) is organized and existing under
the laws of the United States, any state thereof or the District of Columbia and
such person assumes all obligations of the Company under the LYONs and the LYONs
Indenture, and (ii) the Company or such successor person shall not immediately
thereafter be in default under the LYONs Indenture. Upon the assumption of the
Company's obligations by such a person in such circumstances, subject to certain
exceptions, the Company shall be discharged from all obligations under the LYONs
and the LYONs Indenture. (Section 5.01) Except as is otherwise specified in the
applicable Prospectus Supplement, certain such transactions which would
constitute a Change in Control of the Company occurring on or prior to the date
set forth in the applicable Prospectus Supplement, permit each Holder to require
the Company to purchase the LYONs of such Holder as described above (Section
3.09)

EVENTS OF DEFAULT; NOTICE AND WAIVER

Except as otherwise specified in the applicable Prospectus Supplement, if an
Event of Default specified in the LYONs Indenture shall have happened and be
continuing, either the Trustee or the Holders of not less than 25% in aggregate
principal amount at maturity of the LYONs then outstanding may declare the LYONs
to be immediately due and payable. Except as is otherwise specified in the
applicable Prospectus Supplement, the amount so payable for each LYON shall be
the amount determined by discounting the $1,000 principal amount at maturity
payable at its maturity date back to the date of such declaration at the
interest rate per annum for such LYON (computed on a semi-annual bond equivalent
basis using a 360-day year composed of twelve 30-day months). In the case of
certain events of bankruptcy or insolvency, the amount determined pursuant to
the preceding sentence shall automatically become and be immediately due and
payable. See "Description of Liquid Yield Option Notes -- Subordination of
LYONs" above. Except as is otherwise specified in any applicable Prospectus
Supplement, under certain circumstances, the Holders of a majority in aggregate
principal amount at maturity of the outstanding LYONs may rescind any such
acceleration with respect to the LYONs and its consequences. (Section 6.02)
Interest shall accrue and be payable on demand upon a default in the payment of
the Issue Price, accrued Original Issue Discount, any Redemption Price, Purchase
Price or Change in Control Purchase Price to the extent that payment of

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such interest shall be legally enforceable. The accrual of such interest on
overdue amounts shall be in lieu of, and not in addition to, the continued
accrual of Original Issue Discount. (Form of LYON, paragraph 1)

Except as is otherwise specified in the Prospectus Supplement, under the
LYONs Indenture, Events of Default are defined as: (i) default in payment of the
principal amount at maturity, Issue Price, accrued Original Issue Discount,
Redemption Price, Purchase Price (continuing for three Business Days) or Change
in Control Purchase Price (continuing for three Business Days) with respect to
any LYON when such becomes due and payable (whether or not payment is prohibited
by the provisions of the LYONs Indenture); (ii) failure by the Company to comply
with any of its other agreements in the LYONs or the LYONs Indenture upon the
receipt by the Company of notice of such default by the Trustee or by Holders of
not less than 25% in aggregate principal amount at maturity of the LYONs then
outstanding and the Company's failure to cure such default within 60 days after
receipt by the Company of such notice; or (iii) certain events of bankruptcy or
insolvency. (Section 6.01)

Except as is otherwise specified in the applicable Prospectus Supplement,
the Trustee shall give notice to Holders of the LYONs of any continuing default
known to the Trustee within 90 days after the occurrence thereof; provided, that
the Trustee may withhold such notice if it determines in good faith that
withholding the notice is in the interests of the Holders. (Section 7.05)

Except as is otherwise specified in the Prospectus Supplement, the Holders
of a majority in aggregate principal amount at maturity of the outstanding LYONs
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, provided that such direction shall not be in conflict with any law
or the LYONs Indenture and subject to certain other limitations. (Section 6.05.)
Before proceeding to exercise any right or power under the LYONs Indenture at
the direction of such Holders, the Trustee shall be entitled to receive from
such Holders reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in complying with
any such direction. Except as is otherwise specified in the applicable
Prospectus Supplement, no Holder of any LYON will have any right to pursue any
remedy with respect to the LYONs Indenture or the LYONs, unless (i) such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default; (ii) the Holders of at least 25% in aggregate principal amount at
maturity of the outstanding LYONs shall have made a written request to the
Trustee to pursue such remedy; (iii) such Holder or Holders have offered to the
Trustee reasonable indemnity satisfactory to the Trustee; (iv) the Holders of a
majority in aggregate principal amount at maturity of the outstanding LYONs have
not given the Trustee a direction inconsistent with such request within 60 days
after receipt of such request; and (v) the Trustee shall have failed to comply
with the request within such 60-day period. (Section 6.06)

Except as is otherwise specified in the Prospectus Supplement, however, the
right of any Holder (x) to receive payment of the principal amount at maturity,
Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price,
Change in Control Purchase Price and any interest in respect of a default in the
payment of any such amounts on a LYON, on or after the due date expressed in
such LYON, (y) to institute suit for the enforcement of any such payments or
conversion or (z) to convert LYONs shall not be impaired or adversely affected
without such Holder's consent. (Section 6.07) The Holders of at least a majority
in aggregate principal amount at maturity of the outstanding LYONs may waive an
existing default and its consequences, other than (i) any default in any payment
on the LYONs, (ii) any default with respect to the conversion rights of the
LYONs or (iii) any default in respect of certain covenants or provisions in the
LYONs Indenture which may not be modified without the consent of the Holder of
each LYON as described in "Description of Liquid Yield Option Notes --
Modification" below. When a default is waived, it is deemed cured and shall
cease to exist, but no such waiver shall extend to any subsequent or other
default or impair any consequent right. (Section 6.04)

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Except as is otherwise specified in the Prospectus Supplement, the Company
will be required to furnish to the Trustee annually a statement as to any
default by the Company in the performance and observance of its obligations
under the LYONs Indenture. (Section 4.03)

MODIFICATION

Except as is otherwise set forth in the Prospectus Supplement, without the
consent of any Holder of LYONs, the Company and the Trustee may amend the LYONs
Indenture to cure any ambiguity, defect or inconsistency, to provide for the
assumption by a successor corporation of the obligations of the Company under
the LYONs Indenture, to provide for uncertificated LYONs in addition to
certificated LYONs so long as such uncertificated LYONs are in registered form
for purposes of the Internal Revenue Code, to make any change that does not
adversely affect the rights of any Holder of LYONs, to comply with any
requirement of the Commission in connection with the qualification of the LYONs
Indenture under the Trust Indenture Act of 1939, as amended, to add to the
covenants or obligations of the Company under the LYONs Indenture or to
surrender any right, power or option under the LYONs Indenture conferred upon
the Company. No amendment may be made to the subordination provisions of the
LYONs Indenture that adversely affects the rights of any holder of Senior
Indebtedness then outstanding, unless the holders of such Senior Indebtedness
(as required pursuant to the terms of such Senior Indebtedness) consent to such
change. (Section 9.02)

Except as is otherwise set forth in the Prospectus Supplement, modification
and amendment of the LYONs Indenture or the LYONs may be effected by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount at maturity of the LYONs then outstanding. However,
without the consent of each Holder affected thereby, no amendment may, among
other things: (i) reduce the principal amount at maturity, Issue Price, Purchase
Price, Change in Control Purchase Price or Redemption Price, or extend the
stated maturity of any LYON or alter the manner or rate of accrual of Original
Issue Discount or interest, or make any LYON payable in money or securities
other than that stated in the LYON; (ii) make any change to the principal amount
at maturity of LYONs whose Holders must consent to an amendment or any waiver
under the LYONs Indenture or modify the LYONs Indenture provisions relating to
such amendments or waivers; (iii) make any change that adversely affects the
right to convert any LYON or the right to require the Company to purchase a
LYON; (iv) modify the provisions of the LYONs Indenture relating to the
subordination of the LYONs in a manner adverse to the Holders of the LYONs; or
(v) impair the right to institute suit for the enforcement of any payment with
respect to, or conversion of, the LYONs. (Section 9.02)

DISCHARGE OF THE LYONS INDENTURE

Except as otherwise set forth in the applicable Prospectus Supplement, the
Company may satisfy or discharge its obligations under the LYONs Indenture by
delivering to the LYONs Trustee for cancellation all outstanding LYONs or by
depositing with the LYONs Trustee or the Paying Agent, after the LYONs have
become due and payable, cash or Common Stock (as applicable under the LYONs
Indenture) sufficient to pay all of the outstanding LYONs and paying all other
sums payable under the LYONs Indenture by the Company. (Article 8)

LIMITATIONS OF CLAIMS IN BANKRUPTCY

If a bankruptcy proceeding is commenced in respect of the Company, the claim
of the Holder of a LYON is, under Title 11 of the United States Code, limited to
the Issue Price of the LYON plus that portion of the Original Issue Discount
that has accrued from the date of issue to the commencement of the proceeding.
In addition, the Holders of the LYONs will be subordinated in right of payment
to Senior Indebtedness and effectively subordinated to the indebtedness and
other obligations of the Company's subsidiaries. See "Description of Liquid
Yield Option Notes -- Subordination of LYONs" above.

30
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE

The First National Bank of Chicago serves as trustee under the indentures
with the Company for the 2009 LYONs and the 2013 LYONs and would serve as
extension trustee under the extension indenture relating to the extension notes
which could be issued in the future with respect to the 2009 LYONs. The First
National Bank of Chicago would also serve as trustee under the Subordinated
Indenture except as otherwise set forth in the applicable Prospectus Supplement.
The Company also maintains certain banking relationships with The First National
Bank of Chicago.

DESCRIPTION OF CAPITAL STOCK

The following statements with respect to the Company's capital stock are
subject to the detailed provisions of the Company's restated certificate of
incorporation, as amended (the "Certificate of Incorporation"), and bylaws, as
amended (the "Bylaws"), and to the Rights Agreement (as defined below). These
statements do not purport to be complete and are qualified in their entirety by
reference to the terms of the Certificate of Incorporation, the Bylaws and the
Rights Agreement, which are incorporated by reference as exhibits to the
Registration Statement.

COMMON AND PREFERRED STOCK

The authorized capital stock of the Company consists of 1,400,000,000 shares
of Common Stock, par value $3 per share, and 500,000 shares of Preferred Stock,
par value $100 per share, issuable in series ("Preferred Stock"). There are no
shares of Preferred Stock presently outstanding. The Board of Directors of the
Company is authorized to create and issue one or more series of Preferred Stock
and to determine the rights and preferences of each series, to the extent
permitted by the Certificate of Incorporation. The holders of shares of the
Company's Common Stock are entitled to one vote for each share held and each
share of the Company's Common Stock is entitled to participate equally in
dividends out of funds legally available therefor, as and when declared by the
Board of Directors, and in the distribution of assets in the event of
liquidation. The shares of the Company's Common Stock have no preemptive or
conversion rights, redemption provisions or sinking fund provisions. The
outstanding shares of the Company's Common Stock are duly and validly issued,
fully paid and nonassessable, and any shares of Common Stock issued as Offered
Securities and any shares of Common Stock issuable upon the (i) exercise of
Common Stock Warrants, (ii) conversion or exchange of Debt Securities which are
convertible into or exchangeable for Common Stock or (iii) in the case of LYONs,
unless the applicable Prospectus Supplement specifies otherwise, upon the
purchase of the LYONs at the option of the Holder thereof will be, duly and
validly issued, fully paid and nonassessable.

PREFERRED SHARE PURCHASE RIGHTS

Each outstanding share of Common Stock of the Company is accompanied by
one-quarter of a preferred stock purchase right (a "Right"). Each Right entitles
the registered holder to purchase from the Company one-thousandth of a share of
Junior Participating Preferred Stock, Series A, $100 par value per share, of the
Company (the "Preferred Shares") at a price of $150 per one-thousandth of a
Preferred Share (the "Preferred Share Purchase Price"), subject to adjustment.
The terms of the Rights are set forth in the Rights Agreement, as amended,
between the Company and Harris Trust and Savings Bank as Rights Agent.

The following summary of certain provisions of the Rights and the Rights
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all of the provisions of the Rights and the Rights
Agreement, including particular provisions or defined terms of the Rights
Agreement. A copy of the Rights Agreement has been filed with the Commission as
an exhibit to a Registration Statement on Form 8-A, which, as amended by Forms 8
and a Form 8-A/A, is incorporated herein by reference. See "Incorporation of
Certain Documents by Reference."

Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") acquired, or obtained the right to acquire, beneficial ownership of 20%
or more of the outstanding shares of Common Stock and (ii) 10 days

31
<PAGE>
following the commencement or announcement of a tender offer or exchange offer
for 30% or more of such outstanding shares of Common Stock (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of November 20,
1988, by such Common Stock certificate. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with and only with
the shares of Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after
November 20, 1988, upon the transfer or new issuance of shares of Common Stock
(including, unless otherwise specified in the applicable Prospectus Supplement,
the shares of Common Stock issued (i) as Offered Securities, (ii) upon exercise
of any Common Stock Warrants, (iii) upon conversion or exchange of Debt
Securities which are convertible into or exchangeable for Common Stock or (iv)
upon purchase of LYONs at the option of the Holder thereof will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights) the surrender for
transfer of any certificate for shares of Common Stock, outstanding as of
November 20, 1988, with or without such notation or a copy of a summary of
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on November 20, 1998, unless earlier redeemed by the Company as described
below.

The Preferred Share Purchase Price payable, and the number of Preferred
Shares 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
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preferred Shares) or of subscription rights or warrants (other than
those referred to above).

In the event that the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction (I.E., before the
dilution that would result from exercise or adjustment of the Rights) would have
a market value of two times the exercise price of the Right. In the event that
the Company were the surviving corporation in a merger or other business
combination involving an Acquiring Person and its shares of Common Stock were
not changed or exchanged, in the event that an Acquiring Person acquires
beneficial ownership of 20% or more of the outstanding shares of Common Stock,
or in the event that an Acquiring Person engages in one of a number of self-
dealing transactions specified in the Rights Agreement, proper provision shall
be made so that each holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person on or after the earlier of the
Distribution Date or the date the Acquiring Person acquires 20% or more of the
outstanding Common Shares (which will thereafter be void), will thereafter have
the right to receive upon exercise that number of shares of Common Stock having
at the time of such transaction (I.E., before the dilution that would result
from exercise or adjustment of the Rights) a market value of two times the
exercise price of the Right. The Company's Board of Directors, after a person
becomes an Acquiring Person by acquiring 20% or more of the outstanding shares
of Common Shares, may require all holders of Rights to exchange, without any
cash payment, all outstanding and exercisable Rights (except those held by the
Acquiring Person, which shall be void) for Common Stock (or Common Stock
equivalents) at an exchange ratio of one right for four shares of Common Stock.
In order for the Board

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<PAGE>
to determine whether to exercise this exchange provision, the Board can suspend
the exercisability of the Rights for up to 90 days after a person becomes an
Acquiring Person by acquiring 20% or more of the outstanding Common Shares.

At any time prior to the public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.05 per
Right (the "Rights Redemption Price"). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Rights Redemption Price.

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.

At any time prior to the public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock, the Company may amend or
supplement the Rights Agreement without the approval of the Rights Agent or any
holder of the Rights, except for an amendment or supplement which would change
the Rights Redemption Price, the final expiration date of the Rights, the
Preferred Share Purchase Price or the number of one-thousandths of a Preferred
Share for which a Right is then exercisable. Thereafter, the Company may amend
or supplement the Rights Agreement without such approval in order to increase
the benefits to holders of the Rights or to create new interests in such
holders. Immediately upon the action of the Board of Directors providing for any
amendment or supplement, such amendment or supplement will be deemed effective.

DESCRIPTION OF SECURITIES WARRANTS

The Company may issue Securities Warrants for the purchase of Debt
Securities or Common Stock. Securities Warrants may be issued independently or
together with Debt Securities offered by any Prospectus Supplement and may be
attached to or separate from such Debt Securities. Each series of Securities
Warrants will be issued under a separate warrant agreement (a "Securities
Warrant Agreement") to be entered into between the Company and a bank or trust
company, as Securities Warrant Agent, all as set forth in the applicable
Prospectus Supplement relating to the particular issue of Securities Warrants.
The Securities Warrant Agent will act solely as an agent of the Company in
connection with the Securities Warrant Agreement or any Certificates evidencing
the Securities Warrants ("Securities Warrant Certificates") and will not assume
any obligation or relationship of agency or trust for or with any holders of
Securities Warrant Certificates or beneficial owners of Securities Warrants.
Copies of the forms of Securities Warrant Agreements and the forms of Securities
Warrant Certificates representing the Securities Warrants are filed as exhibits
to the Registration Statement. The following summaries of certain provisions of
the forms of Securities Warrant Agreements and Securities Warrant Certificates
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Securities Warrant
Agreements and the Securities Warrant Certificates.

GENERAL

If Securities Warrants are offered, the applicable Prospectus Supplement
will describe the terms of such Securities Warrants, including, in the case of
Securities Warrants for the purchase of Debt Securities (the "Underlying Debt
Securities"), the following where applicable: (i) the title and aggregate number
of such Debt Warrants; (ii) the title, rank, aggregate principal amount,
denominations, and terms of the Underlying Debt Securities purchasable upon
exercise of the Debt Warrants; (iii) the currencies in which such Debt Warrants
are being offered; (iv) the designation and terms of any series of Debt
Securities with which such Debt Warrants are being offered and the number of
such Debt Warrants being offered with each such Debt Security; (v) the date, if
any, on and after which such Debt Warrants and any related series of Debt
Securities will be transferable separately; (vi) the principal amount of the
series of Debt Securities purchasable upon exercise of each such Debt Warrant
and the

33
<PAGE>
price, or the manner of determining the price, at which and currencies in which
such principal amount of Debt Securities of such series may be purchased upon
such exercise; (vii) the time or times, or period or periods in which, such Debt
Warrants may be exercised and the date (the "Expiration Date") on which such
exercise right shall expire; (viii) whether the Securities Warrant Certificates
will be issued in registered or bearer form; (ix) United States federal income
tax consequences; (x) the terms of any right of the Company to redeem or
accelerate the exercisability of such Debt Warrants; (xi) whether such Debt
Warrants are to be issued with any Offered Securities; (xii) the offering price
of such Debt Warrants; and (xiii) any other terms of such Debt Warrants.

In the case of Securities Warrants for the purchase of Common Stock, the
Prospectus Supplement will describe the terms of such Common Stock Warrants,
including the following where applicable: (i) title and aggregate number of such
Common Stock Warrants and whether such Common Stock Warrants will be sold with
other Offered Securities; (ii) the number of shares of Common Stock that may be
purchased on exercise of each Common Stock Warrant; (iii) the price or manner of
determining price; if other than cash, the property and manner in which the
exercise price may be paid and any minimum number of Common Stock Warrants
exercisable at one time; (iv) the terms of any right of the Company to redeem
such Common Stock Warrants; (v) the date, if any, on and after which such Common
Stock Warrants and any related series of Debt Securities will be transferable
separately; (vi) the time or times, or period or periods in which, the Common
Stock Warrants may be exercisable and the Expiration Date; (vii) the terms of
any right of the Company to accelerate the exercisability of the Common Stock
Warrants; (viii) United States federal income tax consequences; and (ix) any
other terms of such Common Stock Warrants. Securities Warrants for the purchase
of Common Stock will be offered and exercisable for U.S. dollars only.

Securities Warrants may be exchanged for new Securities Warrants of
different denominations, may (if in registered form) be presented for
registration of transfer and may be exercised at the corporate trust office of
the Securities Warrant Agent or any other office indicated in the applicable
Prospectus Supplement. No service charge will be made for any permitted transfer
or exchange of Securities Warrant Certificates, but the Company may require
payment of any tax or other governmental charge payable in connection therewith.
Prior to the exercise of any Securities Warrant to purchase Underlying Debt
Securities, holders of such Securities Warrants will not have any of the rights
of Holders of the Debt Securities purchasable upon such exercise, including the
right to receive payments of principal of (or premium, if any) or interest, if
any, on the Debt Securities purchasable upon such exercise or to enforce
covenants in the applicable indenture. Prior to the exercise of any Securities
Warrants to purchase Common Stock, holders of such Securities Warrants will not
have any rights of holders of the Common Stock purchasable upon such exercise,
including the right to receive payments of dividends, if any, on the Common
Stock purchasable upon such exercise or to exercise any applicable right to
vote.

EXERCISE OF SECURITIES WARRANTS

Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Underlying Debt Securities or number of shares of Common
Stock, as the case may be, at such exercise price as shall in each case be set
forth in, or calculable from, the Prospectus Supplement relating to the offered
Securities Warrants. After the close of business on the Expiration Date (or such
later date to which such Expiration Date may be extended by the Company),
unexercised Securities Warrants will become void.

Securities Warrants may be exercised by delivering to the Securities Warrant
Agent payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Underlying Debt Securities or Common Stock, as the case
may be, purchasable upon such exercise together with certain information set
forth on the reverse side of the Securities Warrant. Securities Warrants will be
deemed to have been exercised upon receipt of payment of the exercise price,
subject to the receipt, within five business days, of the Securities Warrant
Certificate evidencing such Securities Warrants. Upon receipt of such payment
and such Securities Warrant Certificate properly completed and duly

34
<PAGE>
executed at the corporate trust office of the Securities Warrant Agent or any
other office indicated in the applicable Prospectus Supplement, the Company
will, as soon as practicable, issue and deliver the Underlying Debt Securities
or Common Stock, as the case may be, purchasable upon such exercise. If fewer
than all of the Securities Warrants represented by such Securities Warrant
Certificate are exercised, a new Securities Warrant Certificate will be issued
for the remaining amount of Securities Warrants. The holder of a Securities
Warrant will be required to pay any tax or other governmental charge that may be
imposed in connection with any transfer involved in the issuance of Underlying
Debt Securities or Common Stock purchased upon such exercise.

MODIFICATIONS

The Securities Warrant Agreements and the terms of the Securities Warrants
may be modified or amended by the Company and the Securities Warrant Agent,
without the consent of any holder, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
contained therein, or in any other manner that the Company deems necessary or
desirable and that will not materially adversely affect the interests of the
holders of the Securities Warrants.

The Company and the Securities Warrant Agent may also modify or amend the
Securities Warrant Agreement and the terms of the Securities Warrants with the
consent of the holders of not less than a majority in number of the then
outstanding unexercised Securities Warrants affected thereby; provided that no
such modification or amendment that accelerates the expiration date, increases
the exercise price, reduces the number of outstanding Securities Warrants the
consent of the holders of which is required for any such modification or
amendment, or otherwise materially adversely affects the rights of the holders
of the Securities Warrants, may be made without the consent of each holder
affected thereby.

COMMON STOCK WARRANT ADJUSTMENTS

The terms and conditions on which the exercise price of and/or the number of
shares of Common Stock covered by a Common Stock Warrant are subject to
adjustment will be set forth in the Common Stock Warrant Certificate and the
applicable Prospectus Supplement. Such terms will include provisions for
adjusting the exercise price and/or the number of shares of Common Stock covered
by such Common Stock Warrant; the events requiring such adjustment; the events
upon which the Company may, in lieu of making such adjustment, make proper
provisions so that the holder of such Common Stock Warrant, upon exercise
thereof, would be treated as if such holder had exercised such Common Stock
Warrant prior to the occurrence of such events; and provisions affecting
exercise in the event of certain events affecting the Common Stock.

PLAN OF DISTRIBUTION

The Company may offer and sell the Offered Securities in any of four ways:
(i) through agents, (ii) to or through underwriters or dealers, which may
include affiliates of the Company, (iii) directly to one or more purchasers or
(iv) through any combination of the foregoing. The Prospectus Supplement with
respect to any of the Offered Securities will set forth the terms of the
offering of such Offered Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of such Offered Securities,
the proceeds to the Company from such sale, any underwriting discounts or agency
fees and other items constituting underwriters' or agents' compensation, the
initial public offering price, any discounts or concessions allowed or reallowed
or paid to dealers, and any securities exchanges on which such Offered
Securities may be listed.

The distribution of the Offered 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.

The Company may also issue the Offered Securities to one or more persons in
exchange for outstanding securities of the Company acquired by such persons from
third parties in open market or

35
<PAGE>
privately negotiated transactions. The newly issued Offered Securities sold in
any such exchange may be offered pursuant to this Prospectus and the applicable
Prospectus Supplement by such persons, acting as principal for their own
accounts, at market prices prevailing at the time of sale, at prices otherwise
negotiated or at fixed prices. Unless otherwise indicated in the applicable
Prospectus Supplement, the Company will receive only outstanding securities of
the Company in any such exchange transaction and will not receive cash proceeds
in connection with the exchange or receive any proceeds in connection with the
resale by such persons of any Offered Securities. Any resale may be effected by
the selling party to or through underwriters or dealers, and such underwriters
or dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from such selling party for whom they may act as
agent. Such selling party, if a broker-dealer, may receive commissions from
purchasers of Offered Securities for whom it may act as agent. Any discounts,
concessions or commissions received by the selling party, if a broker-dealer, or
received by any other underwriters or dealers participating in the distribution
of Offered Securities, and any profit on the resale of Offered Securities by any
of them, may be deemed to be underwriting discounts and commissions under the
Securities Act. The Company may agree to indemnify the selling party and any
other underwriters or dealers from certain civil liabilities, including
liabilities under the Securities Act. The applicable Prospectus Supplement will
set forth the terms under which Offered Securities will be issued in exchange
for outstanding securities of the Company, the name of the party that will
acquire such Offered Securities for resale, as principal for its own account,
the terms of resale by such selling party, the names of any other underwriters
or dealers participating in the distribution of such Offered Securities and
material arrangements, if any, entered into between the selling party and such
other underwriters or dealers. If any expenses of the selling party in
connection with the distribution of the Offered Securities are reimbursed by the
Company, such reimbursement arrangement will be set forth in the applicable
Prospectus Supplement.

If underwriters or dealers are used in the sale, the Offered Securities will
be acquired by the underwriters or dealers for their own accounts and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price, which may be changed, or at
varying prices determined at the time of sale. The Offered Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more of such firms. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase such Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all of
such Offered Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

If so indicated in the applicable Prospectus Supplement relating to any
Offered Securities, the Company will authorize underwriters, dealers and/or
agents to solicit offers by certain specified institutions to purchase such
Offered Securities from the Company at the public offering price set forth in
such Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in such Prospectus Supplement, and
such Prospectus Supplement will set forth the commission payable for
solicitation of such contracts. The underwriters and other persons soliciting
such contracts will have no responsibility for the validity or performance of
such contracts.

Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contributions
with respect to payments which the underwriters, dealers or agents may be
required to make in respect thereof. Underwriters, dealers and agents, and
affiliates thereof, may be customers of, engage in transactions with, or perform
services for the Company and its affiliates in the ordinary course of business.

All Offered Securities (except shares of Common Stock) will be new issues of
securities with no established trading market. Any underwriters to whom Offered
Securities are sold by the Company

36
<PAGE>
for public offering and sale may make a market in such Offered Securities, but
such underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given concerning the
liquidity of the trading market for any Offered Securities.

LEGAL OPINIONS

Certain legal matters will be passed upon for the Company by James K. Markey
of the Company's Law Department. As of September 1, 1995, Mr. Markey jointly
owned approximately 1,070 shares of Common Stock and also held options to
purchase 10,800 shares of Common Stock, of which options to purchase 9,400
shares are currently exercisable.

EXPERTS

The consolidated financial statements and schedules of the Company and its
consolidated subsidiaries as of December 31, 1994 and 1993 and for each of the
years in the three-year period ended December 31, 1994 have been incorporated by
reference in this Prospectus and in the Registration Statement in reliance upon
the reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in auditing and accounting.

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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered:

<TABLE>
<S> <C>
Registration Fee................................................ $ 344,828
*Legal Fees and Expenses......................................... 120,000
*Trustee Fees and Expenses....................................... 60,000
*Accounting Fees and Expenses.................................... 30,000
*Blue Sky and Legal Investment Fees and Expenses................. 60,000
*Printing and Engraving Fees..................................... 100,000
*Rating Agency Fees.............................................. 100,000
*Listing Fees.................................................... 60,000
*Miscellaneous................................................... 30,000
---------
Total...................................................... $ 904,828
---------
---------
<FN>
- ---------
* Estimated pursuant to instruction to Item 511 of Regulation S-K.
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

The Registrant's Restated Certificate of Incorporation and its directors'
and officers' liability insurance policy provide for indemnification of its
directors and officers against certain liabilities.

Reference is made to Section 6 of the Form of Underwriting Agreements filed
as Exhibit 1(a) and to Section 8 of the Form of Distribution Agreement filed as
Exhibit 1(b) for a description of the contemplated indemnification arrangements.

ITEM 16. EXHIBITS

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

<TABLE>
<S> <C>
1(a) Form of Underwriting Agreement (incorporated by reference to
Exhibit 1(a) of the Registrant's Registration Statement on Form
S-3 (File No. 33-56055)).
1(b) Form of Distribution Agreement (incorporated by reference to
Exhibit 1(b) of the Registrant's Registration Statement on Form
S-3 (File No. 33-56055)).
4(a) Restated Certificate of Incorporation, as amended, including
Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A (incorporated by
reference to Exhibit 3(b)(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended April 2, 1994 (File
No. 1-7221)).
4(b) By-Laws, as amended (incorporated by reference to Exhibit 3(ii)
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 2, 1994 (File No. 1-7221)).
</TABLE>

II-1
<PAGE>
<TABLE>
<S> <C>
4(c) Rights Agreement, dated as of November 9, 1988 (incorporated by
reference to Exhibit 4.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1988) (File No.
1-7221), Amendment to Rights Agreement dated August 7, 1990
(incorporated by reference to Exhibit 2 to Registrant's Form 8
dated August 9, 1990 amending Registrant's Registration
Statement on Form 8-A dated November 15, 1988 (File No.
1-7221), Amendment No. 2 on Form 8 dated December 2, 1992
amending Registrant's Registration Statement on Form 8-A dated
November 15, 1988 (incorporated by reference to Registrant's
Form 8 dated December 2, 1992) (File No. 1-7221) and Amendment
No. 3 on Form 8-A/A dated February 28, 1994 amending
Registrant's Registration Statement on Form 8-A dated November
15, 1988 (incorporated by reference to Registrant's Amendment
No. 3 on Form 8-A/A dated February 28, 1994) (File No. 1-7221).
4(d) Senior Indenture, dated as of May 1, 1995, between Harris Trust
and Savings Bank and Motorola, Inc.
4(e) Form of Subordinated Indenture (incorporated by reference to
Exhibit 4(e) of the Registrant's Registration Statement on Form
S-3 (File No. 33-56055)).
4(f) Form of LYONs Indenture (including Form of LYON) (incorporated
by reference to Exhibit 4(f) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(g) Form of Senior Security (incorporated by reference to Exhibit
4(g) of the Registrant's Registration Statement on Form S-3
(File No. 33-56055)).
4(h) Form of Subordinated Security (incorporated by reference to
Exhibit 4(h) of the Registrant's Registration Statement on Form
S-3 (File No. 33-56055)).
4(i) Form of Debt Warrant Agreement (incorporated by reference to
Exhibit 4(i) of the Registrant's Registration Statement on Form
S-3 (File No. 33-56055)).
4(j) Form of Common Stock Warrant Agreement (incorporated by
reference to Exhibit 4(j) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(k) Form of Common Stock Certificate (incorporated by reference to
Exhibit 4(k) of the Registrant's Registration Statement on Form
S-3 (File No. 33-56055)).
4(l) Form of Warrant Certificate for Common Stock (incorporated by
reference to Exhibit 4(l) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(m) Form of Warrant Certificate for Debt Securities (incorporated
by reference to Exhibit 4(m) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
5 Opinion and Consent of James Markey, Esq.
8 Form of Opinion re Certain Tax Matters (incorporated by
reference to Exhibit 8 of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
10(a) Amendment No. 1 to $500,000,000 Credit Agreement dated as of
September 14, 1995 between The Chase Manhattan Bank, as Agent,
and Motorola, Inc. and Motorola Credit Corporation.
10(b) Amendment No. 1 to $1,000,000,000 Credit Agreement dated as of
September 14, 1995 between The Chase Manhattan Bank, as Agent,
and Motorola, Inc. and Motorola Credit Corporation.
12 Statement re: Computation of ratio of earnings to fixed
charges.
23(a) Consent of James K. Markey (included as part of Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
25(a) Statement of Eligibility of Harris Trust and Savings Bank, as
Trustee, on Form T-1 (incorporated by reference to Exhibit
25(a) of the Registrant's Registration Statement on Form S-3
(File No. 33-56055)).
25(b) Statement of Eligibility of The First National Bank of Chicago,
as Trustee, on Form T-1 (incorporated by reference to Exhibit
25(b) of the Registrant's Registration Statement on Form S-3
(File No. 33-56055)).
27 Financial Data Schedule.
</TABLE>

II-2
<PAGE>
ITEM 17. UNDERTAKINGS

(a) The 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
and 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
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement, and (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 (a)(1)(i) and (a)(1)(ii) do not apply if
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 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.

(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.

(b) The Registrant hereby 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 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.

(c) The Registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Act.

(d) 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
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 registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg and the State of
Illinois, on the
day of , 1995.

MOTOROLA, INC.

By /s/ GARY L. TOOKER

--------------------------------------
Gary L. Tooker
VICE CHAIRMAN AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the date or dates indicated, by the
following persons in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE(S)
- ------------------------------------------------------ ----------------------------- -----------------------

<C> <S> <C>
DIRECTOR, VICE CHAIRMAN AND
/s/ GARY L. TOOKER CHIEF EXECUTIVE OFFICER
------------------------------------------- (PRINCIPAL EXECUTIVE
Gary L. Tooker OFFICER)

EXECUTIVE VICE PRESIDENT AND
/s/ CARL F. KOENEMANN CHIEF FINANCIAL OFFICER
------------------------------------------- (PRINCIPAL FINANCIAL
Carl F. Koenemann OFFICER)

/s/ KENNETH J. JOHNSON VICE PRESIDENT AND CONTROLLER
------------------------------------------- (PRINCIPAL ACCOUNTING
Kenneth J. Johnson OFFICER)
</TABLE>

DAVID R. CLARE
H. LAURENCE FULLER
CHRISTOPHER B. GALVIN
ROBERT W. GALVIN
JOHN T. HICKEY
ANNE P. JONES
DONALD R. JONES
JUDY LEWENT
Directors
WALTER E. MASSEY
JOHN F. MITCHELL
THOMAS J. MURRIN
JOHN E. PEPPER, JR.
SAMUEL C. SCOTT III
GARDINER L. TUCKER
WILLIAM J. WEISZ
B. KENNETH WEST
JOHN A. WHITE

/s/ GARY L. TOOKER
----------------------------------------
Gary L. Tooker, ATTORNEY-IN-FACT

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT FORM OF
NUMBER DOCUMENT DESCRIPTION FILING
- ------ --------------------------------------------------------- ----------
<S> <C> <C>
1(a) Form of Underwriting Agreement (incorporated by reference
to Exhibit 1(a) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
1(b) Form of Distribution Agreement (incorporated by reference
to Exhibit 1(b) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(a) Restated Certificate of Incorporation, as amended,
including Certificate of Designation, Preferences and
Rights of Junior Participating Preferred Stock, Series A
(incorporated by reference to Exhibit 3(b)(i) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 2, 1994 (File No. 1-7221)).
4(b) By-Laws, as amended (incorporated by reference to Exhibit
3(ii) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended April 2, 1994 (File No. 1-7221)).
4(c) Rights Agreement, dated as of November 9, 1988
(incorporated by reference to Exhibit 4.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1988) (File No. 1-7221), Amendment to Rights
Agreement dated August 7, 1990 (incorporated by reference
to Exhibit 2 to Registrant's Form 8 dated August 9, 1990
amending Registrant's Registration Statement on Form 8-A
dated November 15, 1988 (File No. 1-7221), Amendment No.
2 on Form 8 dated December 2, 1992 amending Registrant's
Registration Statement on Form 8-A dated November 15,
1988 (incorporated by reference to Registrant's Form 8
dated December 2, 1992) (File No. 1-7221) and Amendment
No. 3 on Form 8-A/A dated February 28, 1994 amending
Registrant's Registration Statement on Form 8-A dated
November 15, 1988 (incorporated by reference to
Registrant's Amendment No. 3 on Form 8-A/A dated February
28, 1994) (File No. 1-7221).
4(d) Senior Indenture, dated as of May 1, 1995, between Harris
Trust and Savings Bank and Motorola, Inc.
4(e) Form of Subordinated Indenture (incorporated by reference
to Exhibit 4(e) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(f) Form of LYONs Indenture (including Form of LYON)
(incorporated by reference to Exhibit 4(f) of the
Registrant's Registration Statement on Form S-3 (File No.
33-56055)).
4(g) Form of Senior Security (incorporated by reference to
Exhibit 4(g) of the Registrant's Registration Statement
on Form S-3 (File No. 33-56055)).
4(h) Form of Subordinated Security (incorporated by reference
to Exhibit 4(h) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(i) Form of Debt Warrant Agreement (incorporated by reference
to Exhibit 4(i) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
4(j) Form of Common Stock Warrant Agreement (incorporated by
reference to Exhibit 4(j) of the Registrant's
Registration Statement on Form S-3 (File No. 33-56055)).
4(k) Form of Common Stock Certificate (incorporated by
reference to Exhibit 4(k) of the Registrant's
Registration Statement on Form S-3 (File No. 33-56055)).
4(l) Form of Warrant Certificate for Common Stock
(incorporated by reference to Exhibit 4(l) of the
Registrant's Registration Statement on Form S-3 (File No.
33-56055)).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT FORM OF
NUMBER DOCUMENT DESCRIPTION FILING
- ------ --------------------------------------------------------- ----------
4(m) Form of Warrant Certificate for Debt Securities
(incorporated by reference to Exhibit 4(m) of the
Registrant's Registration Statement on Form S-3 (File No.
33-56055)).
<S> <C> <C>
5 Opinion and Consent of James Markey, Esq.
8 Form of Opinion re Certain Tax Matters (incorporated by
reference to Exhibit 8 of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
10(a) Amendment No. 1 to $500,000,000 Credit Agreement dated as
of September 14, 1995 between The Chase Manhattan Bank,
as Agent, and Motorola, Inc. and Motorola Credit
Corporation.
10(b) Amendment No. 1 to $1,000,000,000 Credit Agreement dated
as of September 14, 1995 between The Chase Manhattan
Bank, as Agent, and Motorola, Inc. and Motorola Credit
Corporation.
12 Statement re: Computation of ratio of earnings to fixed
charges.
23(a) Consent of James K. Markey (included as part of Exhibit
5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
25(a) Statement of Eligibility of Harris Trust and Savings
Bank, as Trustee, on Form T-1 (incorporated by reference
to Exhibit 25(a) of the Registrant's Registration
Statement on Form S-3 (File No. 33-56055)).
25(b) Statement of Eligibility of The First National Bank of
Chicago, as Trustee, on Form T-1 (incorporated by
reference to Exhibit 25(b) of the Registrant's
Registration Statement on Form S-3 (File No. 33-56055)).
27 Financial Data Schedule.
</TABLE>

<PAGE>

MOTOROLA, INC.

HARRIS TRUST AND SAVINGS BANK,
AS TRUSTEE

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

INDENTURE

DATED AS OF MAY 1, 1995

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

SENIOR DEBT SECURITIES

<PAGE>

CROSS REFERENCE TABLE(1)

TIA Indenture
Section Section
- ------- -----------

310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . 608
(b) . . . . . . . . . . . . . . . . . . . . . . . . 608
(c) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . . . . 613
(c) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . 701, 702 (a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 702 (b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 702 (c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . 703 (a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 703 (b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 703 (c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 703 (d)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . 704, 1006
(b) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . 102
315(a) . . . . . . . . . . . . . . . . . . . . . . . . 601 (a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 602, 703 (a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 601 (b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 601 (c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
316(a) (last sentence). . . . . . . . . . . . . . . . . . 101 ("outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . 508
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . 1003
318(a) . . . . . . . . . . . . . . . . . . . . . . . . 107

N.A. means Not Applicable.

- -------------------
(1) This Cross Reference Table shall not, for any purpose, be deemed to
be part of the Indenture.

<PAGE>

PAGE

TABLE OF CONTENTS
-----------------

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101
Definitions:
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate; control. . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . 3
Authorized Newspaper. . . . . . . . . . . . . . . . . . . . . . 3
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors. . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . 3
CEDEL OR CEDEL S.A. . . . . . . . . . . . . . . . . . . . . . . 3
Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request; Company Order. . . . . . . . . . . . . . . . . 4
Consolidated Net Tangible Assets. . . . . . . . . . . . . . . . 4
Conversion Date . . . . . . . . . . . . . . . . . . . . . . . . 4
Conversion Event. . . . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . 4
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . 4
coupon. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . 5
Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . 5
Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defeasible Series . . . . . . . . . . . . . . . . . . . . . . . 5
Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Designated Security . . . . . . . . . . . . . . . . . . . . . . 5
Domestic Subsidiary . . . . . . . . . . . . . . . . . . . . . . 5
Dollar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
European Communities. . . . . . . . . . . . . . . . . . . . . . 5
European Monetary System. . . . . . . . . . . . . . . . . . . . 5
Event of Default. . . . . . . . . . . . . . . . . . . . . . . . 5
Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . 6

- --------------
NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.

<PAGE>

PAGE

Exchange Date . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Rate Agent . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Rate Officer's Certificate . . . . . . . . . . . . . . 6
Foreign Currency. . . . . . . . . . . . . . . . . . . . . . . . 6
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Global Security . . . . . . . . . . . . . . . . . . . . . . . . 6
Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indexed Security. . . . . . . . . . . . . . . . . . . . . . . . 7
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
lnterest Payment Date . . . . . . . . . . . . . . . . . . . . . 7
Market Exchange Rate. . . . . . . . . . . . . . . . . . . . . . 7
Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notice of Default . . . . . . . . . . . . . . . . . . . . . . . 8
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 8
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . 8
Original Issue Discount Security. . . . . . . . . . . . . . . . 8
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Place of Payment. . . . . . . . . . . . . . . . . . . . . . . . 9
Predecessor Security. . . . . . . . . . . . . . . . . . . . . . 9
Principal Property. . . . . . . . . . . . . . . . . . . . . . . 10
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . 10
Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . 10
Registered Security . . . . . . . . . . . . . . . . . . . . . . 10
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . 10

Remarketing Entity. . . . . . . . . . . . . . . . . . . . . . . 10
Repayment Date. . . . . . . . . . . . . . . . . . . . . . . . . 10
Repayment Price . . . . . . . . . . . . . . . . . . . . . . . . 10
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Security Register and Security Registrar. . . . . . . . . . . . 10
Special Record Date . . . . . . . . . . . . . . . . . . . . . . 11
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . 11
Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trust Indenture Act; TIA. . . . . . . . . . . . . . . . . . . . 11
United States . . . . . . . . . . . . . . . . . . . . . . . . . 11
United States Alien . . . . . . . . . . . . . . . . . . . . . . 11
U.S. Government Obligations . . . . . . . . . . . . . . . . . . 11
Valuation Date. . . . . . . . . . . . . . . . . . . . . . . . . 12
Vice President. . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 102. Compliance Certificates and Opinions . . . . . . . . 12
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . 12
SECTION 104. Acts of Holders; Record Dates. . . . . . . . . . . . 13
SECTION 105. Notices, Etc., to Trustee and Company. . . . . . . . 15

<PAGE>

PAGE

SECTION 106. Notice to Holders; Waiver. . . . . . . . . . . . . . 16
SECTION 107. Conflict with Trust Indenture Act. . . . . . . . . . 17
SECTION 108. Effect of Headings and Table of Contents . . . . . . 17
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . 17
SECTION 110. Separability Clause. . . . . . . . . . . . . . . . . 17
SECTION 111. Benefits of Indenture. . . . . . . . . . . . . . . . 18
SECTION 112. Governing Law. . . . . . . . . . . . . . . . . . . . 18
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . 18
SECTION 114. Counterparts . . . . . . . . . . . . . . . . . . . . 18

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally. . . . . . . . . . . . . . . . . . . 18
SECTION 202. Form of Trustee's Certificate of Authentication. . . 19
SECTION 203. Securities Issuable in Global Form . . . . . . . . . 20

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . 20
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . 24
SECTION 303. Execution, Authentication, Delivery and Dating . . . 24
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . 27
SECTION 305. Registration, Registration of Transfer and
Exchange . . . . . . . . . . . . . . . . . . . . . 30
SECTION 306. Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . . . . . 34
SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. . . . . . . . . . . . . . 35
SECTION 308. Optional Extension of Maturity . . . . . . . . . . . 38
SECTION 309. Persons Deemed Owners. . . . . . . . . . . . . . . . 39
SECTION 310. Cancellation . . . . . . . . . . . . . . . . . . . . 40
SECTION 311. Computation of Interest. . . . . . . . . . . . . . . 40
SECTION 312. Currency and Manner of Payments in Respect of
Securities . . . . . . . . . . . . . . . . . . . . 40
SECTION 313. Appointment and Resignation of Successor Exchange
Rate Agent . . . . . . . . . . . . . . . . . . . . 44
SECTION 314. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . 45
SECTION 315 Certification by a Person Entitled to Delivery of
Bearer Security. . . . . . . . . . . . . . . . . . 45
SECTION 316. Judgments. . . . . . . . . . . . . . . . . . . . . . 45

<PAGE>

PAGE
ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . 46
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . 47

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . 48
SECTION 502. Acceleration of Maturity; Rescission and
Annulment. . . . . . . . . . . . . . . . . . . . . . 49
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . 51
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . 51
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons. . . . . . . . . . . . . . . . 52
SECTION 506. Application of Money Collected . . . . . . . . . . . . 52
SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . 53
SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest. . . . . . . . . . . 54
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . 54
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . 54
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . 55
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . 55
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . 55
SECTION 514. Undertaking for Costs. . . . . . . . . . . . . . . . . 56
SECTION 515. Waiver of Usury, Stay or Extension Laws. . . . . . . . 56

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities. . . . . . . . . . 56
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . 57
SECTION 603. Certain Rights of Trustee. . . . . . . . . . . . . . . 57
SECTION 604. Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . . . 59
SECTION 605. May Hold Securities. . . . . . . . . . . . . . . . . . 59
SECTION 606. Money Held in Trust. . . . . . . . . . . . . . . . . . 59
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . 60
SECTION 608. Disqualification; Conflicting Interests. . . . . . . . 61
SECTION 609. Corporate Trustee Required; Eligibility. . . . . . . . 61
SECTION 610. Resignation and Removal; Appointment of Successor. . . 61
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . 63
SECTION 612. Merger, Conversion, Consolidation or Succession
to Business. . . . . . . . . . . . . . . . . . . . . 64

<PAGE>

PAGE

SECTION 613. Preferential Collection of Claims Against Company. . . 64
SECTION 614. Appointment of Authenticating Agent. . . . . . . . . . 65

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses
of Holders . . . . . . . . . . . . . . . . . . . . . 66
SECTION 702. Preservation of Information; Communications to
Holders. . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . 67
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . 68

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain
Terms . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 802. Successor Person Substituted . . . . . . . . . . . . . 69

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders . . 69
SECTION 902. Supplemental Indentures with Consent of Holders. . . . 71
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . 72
SECTION 904. Effect of Supplemental Indentures. . . . . . . . . . . 72
SECTION 905. Conformity with Trust Indenture Act. . . . . . . . . . 72
SECTION 906. Reference in Securities to Supplemental Indentures . . 72
SECTION 907. Notice of Supplemental Indenture . . . . . . . . . . . 73

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest . . . . . . 73
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . 73
SECTION 1003. Money for Securities Payments to Be Held in Trust. . . 75
SECTION 1004. Purchase of Securities by Company or Subsidiary. . . . 76
SECTION 1005. Payment of Additional Amounts. . . . . . . . . . . . . 76
SECTION 1006. Statement by Officers as to Default. . . . . . . . . . 77
SECTION 1007. Existence. . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1008. Maintenance of Properties. . . . . . . . . . . . . . . 77

<PAGE>

PAGE

SECTION 1009. Payment of Taxes and Other Claims. . . . . . . . . . . 78
SECTION 1010. Limitation on Liens. . . . . . . . . . . . . . . . . . 78
SECTION 1011. Limitation on Sales and Leasebacks . . . . . . . . . . 79
SECTION 1012. Waiver of Certain Covenants. . . . . . . . . . . . . . 80

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . 80
SECTION 1102. Election to Redeem; Notice to Trustee. . . . . . . . . 80
SECTION 1103. Selection by Trustee of Securities to Be Redeemed. . . 81
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . 81
SECTION 1105. Deposit of Redemption Price. . . . . . . . . . . . . . 82
SECTION 1106. Securities Payable on Redemption Date. . . . . . . . . 83
SECTION 1107. Securities Redeemed in Part. . . . . . . . . . . . . . 83

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . 84
SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1203. Redemption of Securities for Sinking Fund. . . . . . . 85

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article . . . . . . . . . . . . . . . 85
SECTION 1302. Repayment of Securities. . . . . . . . . . . . . . . . 85
SECTION 1303. Exercise of Option; Notice . . . . . . . . . . . . . . 85
SECTION 1304. Election of Repayment by Remarketing Entities. . . . . 87
SECTION 1305. Securities Payable on the Repayment Date . . . . . . . 87

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings May Be Called. . . . . . . 87
SECTION 1402. Call, Notice and Place of Meetings . . . . . . . . . . 87
SECTION 1403. Persons Entitled to Vote at Meetings . . . . . . . . . 88
Section 1404. Quorum; Action . . . . . . . . . . . . . . . . . . . . 88

<PAGE>

PAGE

SECTION 1405. Determination of Voting Rights; Conduct and
Adjournment of Meetings. . . . . . . . . . . . . . . 89
SECTION 1406. Counting Votes and Recording Action of Meetings. . . . 90

ARTICLE FIFTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . 91
SECTION 1502. Defeasance and Discharge . . . . . . . . . . . . . . . 91
SECTION 1503. Covenant Defeasance. . . . . . . . . . . . . . . . . . 92
SECTION 1504. Conditions to Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . 92
SECTION 1505. Deposited Money and U.S. Government
Obligations to be Held in Trust; Other
Miscellaneous Provisions . . . . . . . . . . . . . . 94
SECTION 1506. Reinstatement. . . . . . . . . . . . . . . . . . . . . 95

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . 96
ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 96

<PAGE>

THIS INDENTURE, dated as of May 1, 1995, is between Motorola, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 1303 East
Algonquin Road, Schaumburg, Illinois 60196, and Harris Trust and Savings Bank, a
corporation duly organized and existing under the laws of the State of Illinois,
as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

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

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

Now, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

(2) all other terms used herein which are defined in the TIA, or by
Commission rule or regulation under the TIA, either directly or by reference
therein, as in force at the date as of which this instrument was executed,
except as provided in Section 905, have the meanings assigned to them therein;
the terms "cash transaction" and "self-liquidating paper", as used in TIA
Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the Trust Indenture Act; and the following TIA terms
used in this Indenture have the following meanings:

<PAGE>

"INDENTURE SECURITIES" means the Securities;

"INDENTURE SECURITY HOLDER" means the Holder;

"INDENTURE TO BE QUALIFIED" means this Indenture;

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

"OBLIGOR" on the indenture securities means the Company;

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

(4) the words "Article" and "Section" refer to an Article and Section,
respectively, of this Indenture; and

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

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

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

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

"Attributable Debt" shall mean, as to any particular lease under which any
Person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof, discounted from the
respective due dates thereof to such date at the rate per annum borne by the
Securities compounded annually. The net amount of rent required to be paid under
any such lease for any such period shall be the aggregate amount of the rent
payable by the lessee with respect to such period after excluding amounts
required to be paid on account of maintenance and repairs,

<PAGE>

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

"Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

"Authorized Newspaper" means a newspaper in an official language of the
country of publication or in the English language customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

"Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Security in global bearer form.

"Board of Directors" or "Board" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Securities and the forms and terms
thereof), such action may be taken by any committee of the Board or the Company
or any officer or employee of the Company authorized to take such action by a
Board Resolution.

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

"CEDEL" or "CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres
S.A., or its successor.

"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution

<PAGE>

of this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

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

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Vice Chairman of the Board and Chief
Executive Officer, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

"Consolidated Net Tangible Assets" shall mean the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any constituting
Funded Debt by reason of their being renewable or extendible), and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent balance
sheet of the Company and its consolidated subsidiaries and computed in
accordance with generally accepted accounting principles.

"Conversion Date" has the meaning specified in Section 312(d).

"Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
(or composite currency) other than the ECU for the purposes for which it was
established.

"Corporate Trust Office" means the principal office of the Trustee in the
State of Illinois or in New York, New York at which at any particular time its
corporate trust business shall be administered.

"corporation" means a corporation, association, company, joint stock
company or business trust.

"coupon" means any interest coupon appertaining to a Bearer Security.

"Currency" means any currency or currencies, composite currency or currency
unit or currency units, including, without limitation, the ECU, issued by the
government of one or more countries or by any reorganized confederation or
association of such

<PAGE>

governments.

"Covenant Defeasance" has the meaning specified in Section 1503.

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

"Defeasance" has the meaning specified in Section 1502.

"Defeasible Series" has the meaning specified in Section 1501.

"Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 301 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Securities of that
series.

"Designated Currency" has the meaning specified in Section 312.

"Domestic Subsidiary" shall mean a Subsidiary of the Company except a
Subsidiary of the Company (a) which neither transacts any substantial portion of
its business nor regularly maintains any substantial portion of its fixed assets
within the States of the United States, or (b) which is engaged primarily in
financing the operations of the Company or its Subsidiaries, or both, outside
the States of the United States.

"Dollar" or "$" means a dollar or other equivalent within the coin or
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.

"Euroclear" means Morgan Guarantee Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

"European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

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

"Event of Default" has the meaning specified in Section 501.

<PAGE>

"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto, and the rules and regulations
promulgated thereunder.

"Exchange Date" shall have the meaning specified in Section 304.

"Exchange Rate Agent" shall have the meaning specified as contemplated in
Section 301.

"Exchange Rate Officer's Certificate", means a certificate setting forth
the applicable Market Exchange Rate or applicable bid quotation and the amounts
payable in Dollars and Foreign Currencies in respect of the principal of (and
premium, if any) and interest on Securities denominated in ECU and other
composite Currency or Foreign Currency, and signed by the Vice Chairman of the
Board and Chief Executive Officer, the President, any Vice President, the
Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent
appointed pursuant to Section 301, and delivered to the Trustee.

"Foreign Currency" means any Currency, including, without limitation, the
ECU 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" shall mean all indebtedness for money borrowed having a
maturity of more than 12 months from the date of the most recent balance sheet
of the Company and its consolidated subsidiaries or having a maturity of less
than 12 months but by its terms being renewable or extendible beyond 12 months
from the date of such balance sheet at the option of the borrower.

"Global Security" means a Security evidencing all or part of a series of
Securities, authenticated and delivered to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee in accordance
with Section 303.

"Holder" means, with respect to a Registered Security, a Person in whose
name a Registered Security is registered in the Security Register and, with
respect to a Bearer Security, the bearer thereof.

"Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

<PAGE>

"Indexed Security" means a Security as to which all or certain interest
payments and/or the principal amount payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, or
securities or Currencies as specified pursuant to Section 301 hereof.

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

"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security, and, when used
with respect to a Security which provides for the payment of additional amounts
pursuant to Section 1005, includes such additional amounts.

"Market Exchange Rate" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, (i) for any conversion involving a
Currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant Currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

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

<PAGE>

"Notice of Default" means a written notice of the kind specified in
Section 501(4).

"Officers' Certificate" means a certificate signed by the Vice Chairman of
the Board and Chief Executive Officer, the President or any elected Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or any
Assistant Secretary, of the Company, and delivered to the Trustee, which shall
comply with Section 102 to the extent applicable.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be reasonably satisfactory to the Trustee, which
shall comply with Section 102 to the extent applicable.

"Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

(2) Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities in accordance with Section 401; PROVIDED that,
if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made;

(3) Securities as to which Defeasance has been effected pursuant to
Section 1502; and

(4) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

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 are
present

<PAGE>

at a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (A) the principal amount of an
Original Issue Discount Security 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 502, (B) the principal amount of any Security denominated in
a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or in the case of an Original
Issue Discount Security or Indexed Security, the Dollar equivalent as of such
date of original issuance of the amount determined as provided in clause (A)
above or (C) below respectively) of such Security, (C) 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 301,
and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

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

"Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
Sections 301 and 1002.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or

<PAGE>

stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Principal Property" means any single parcel of real estate, manufacturing
plant or warehouse owned or leased by the Company or any Domestic Subsidiary
which is located within the United States and the gross book value (without
deduction of any depreciation reserves) of which on the date as of which the
determination is being made exceeds 1% of Consolidated Net Tangible Assets,
other than any such manufacturing plant or warehouse or portion thereof (a)
which is a pollution control or other facility financed by obligations issued by
a state or local government unit and described in Sections 141(a), 142(a)(5),
142(a)(6) or 144(a) of the Internal Revenue Code, or any successor provision
thereof, or (b) which, in the opinion of the Board of Directors, is not of
material importance to the total business conducted by the Company and its
subsidiaries as an entirety.

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

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

"Registered Security" means any Security in the form of Registered
Securities established pursuant to Section 201 which is registered in the
Security Register.

"Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 301.

"Remarketing Entity", when used with respect to Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity, means any person designated by the Company to purchase any such
Securities.

"Repayment Date", when used with respect to any Security to be repaid upon
exercise of option for repayment by the Holder, means the date fixed for such
repayment.

"Repayment Price", when used with respect to any Security to be repaid upon
exercise of option for repayment by the Holder, means the price at which it is
to be repaid pursuant to this Indenture.

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

"Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

<PAGE>

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

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

"Subsidiary" shall mean a corporation a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, the term "voting stock" means stock having
ordinary voting power for the election of directors irrespective of whether or
not stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency.

"Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean each Trustee with respect to Securities of that series.

"Trust Indenture Act", or "TIA", means the Trust Indenture Act of 1939 and
the rules and regulations promulgated thereunder as in force at the date as of
which this instrument was executed, except as provided in Section 905; PROVIDED,
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" or "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended and the rules and
regulations promulgated thereunder.

"United States" means the United States of America (including the District
of Columbia) and its possessions and territories and other areas subject to its
jurisdiction (including the Commonwealth of Puerto Rico).

"United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

"U.S. Government Obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (ii)

<PAGE>

obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States, 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 (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

"Valuation Date" has the meaning specified in Section 312(c).

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture (other than delivery of any
Security to the Trustee for authentication pursuant to Section 303), the Company
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act. Each such certificate or opinion shall be given
in the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust lndenture Act and any other requirements set
forth in this lndenture. In the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, however,
no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Section 1006)
shall include

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

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

(3) a statement that, in the opinion of each such individual, he has
made such

<PAGE>

examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(4) a statement as to whether or not, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. If Securities of a series are issuable in whole or in part
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 may, alternatively, be embodied in and evidenced by the record of
Holders of Securities voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders of Securities duly called
and held in accordance with the provisions of Article Fourteen, or a combination
of such instruments and any such record. Except as herein

<PAGE>

otherwise expressly provided, such action shall become effective when such
instrument or instruments are received by the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1406.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

(c) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities in the amount and with the
serial numbers therein described; or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The fact and date of execution of any such instrument or writing,
the authority of the Person executing the same and the principal amount and
serial numbers of Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

<PAGE>

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

(e) If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, in or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such 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 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 eleven
months after the record date.

Without limiting the foregoing, a Holder entitled hereunder 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 different part of such principal amount.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention: Indenture
Trust Division, or

(2) the Company by the Trustee or by any Holder shall be sufficient
for every

<PAGE>

purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed
to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice 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 address as it appears in the Security Register, not later than the
latest date, if any, and not earlier than the earliest date, if any, prescribed
for the giving of such notice. In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. 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 or irregularities in regular mail service
or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification to Holders of Registered Securities as shall be
made with the approval of the Trustee shall constitute a sufficient notification
to such Holders for every purpose hereunder.

Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in the City of New
York and, if the Securities of such series are then listed on the International
Stock Exchange of the United Kingdom and the Republic of Ireland and such stock
exchange shall so require, in London, and, if the Securities of such series are
then listed on the Luxembourg Stock Exchange and such stock exchange shall so
require, in Luxembourg and, if the Securities of such series are than listed on
any other stock exchange outside the United States and such stock exchange shall
so require, in any other required city outside the United States or, if not
practicable, in Europe on a Business Day at least twice, the first such
publication to be not later than the latest date and not earlier than the
earliest date prescribed for the giving of such notice, and in such other city
or cities as may be specified in such Securities on a Business Day, such
publication to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first such publication.

<PAGE>

If by reason of the suspension of publication of any Authorized Newspaper
or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

Any 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 the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a provision of
the TIA that is required under such Act to be a part of and govern this
Indenture, the TIA provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Securities or coupons
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.

<PAGE>

SECTION 111. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities or coupons, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent, Security Registrar and Authenticating
Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

SECTION 112. GOVERNING LAW.

This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the law of the State of New York, but without
regard to principles of conflicts of law.

SECTION 113. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, Repayment
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 the Securities or coupons (other than a provision of the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section)) payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, Repayment
Date, Stated Maturity or Maturity, provided that no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date, Stated Maturity or Maturity, as the case may be.

SECTION 114. COUNTERPARTS.

This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture.

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS GENERALLY.

The Registered Securities, if any, and the Bearer Securities and related
coupons, if any, of each series shall be in substantially the form (including
temporary or permanent global 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

<PAGE>

and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or market or as may, consistently
herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons. If the form of
Securities of any series or coupons is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities or coupons.

Unless otherwise specified as contemplated by Section 301, Bearer
Securities other than Securities in temporary or permanent global form shall
have coupons attached.

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

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

...................................
as Trustee

By ................................
AUTHORIZED OFFICER]

SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM.

If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (9) of
Section 301 and the provisions of Section 302, any such Global Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Global Security to reflect the

<PAGE>

amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or 304.
Subject to the provisions of Section 303 and, if applicable, Section 304, 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. If a Company Order pursuant to Section 303 or
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 303(g) shall apply to any
Security represented by a 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 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303(g).

Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any)
and interest, if any, on any permanent Global Security shall be made to the
Person or Persons specified therein.

Notwithstanding the provisions of Section 309 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent Global Security (i) in the case of a
permanent Global Security in registered form, the Holder of such permanent
Global Security in registered form, or (ii) in the case of a permanent Global
Security in bearer form, Euroclear or CEDEL.

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated and
delivered under this lndenture is unlimited.

The Securities shall rank equally and PARI PASSU and may be issued in one
or more series. There shall be established in or pursuant to a Board Resolution,
and,

<PAGE>

subject to Section 303 set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters in clauses (1)
and (2)), if so provided, may be determined by the Company with respect to
unissued Securities, of the series when issued from time to time):

(1) the title of the Securities of the series (which shall distinguish
the Securities of the series from Securities of any other series):

(2) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906, 1107 or 1303 and except for
any Securities which, pursuant to Section 303, are deemed never to have
been authenticated and delivered hereunder);

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

(4) the rate or rates at which the Securities of the series shall bear
interest, or the method or methods by which such rate or rates shall be
determined, if any, the date or dates from which such interest shall
accrue, or the method by which such date or dates will be determined or
extended, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any interest payable on any
Registered Security on any Interest Payment Date, the circumstances, if
any, in which the Company may defer interest payments and the manner of
computing interest if other than as specified in Section 311;

(5) the place or places where, subject to the provisions of Section
1002, the principal of (and 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 106 will be
published;

(6) the period or periods within which or the date or dates on which,
the price or prices at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the
option of the Company;

(7) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or analogous
provisions or at

<PAGE>

the option of a Holder thereof and the period or periods within which, the
price or prices at which, the period or periods within which, and the other
terms and conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;

(8) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, whether Securities of the series are
to be issuable with or without coupons or both, the terms upon which Bearer
Securities of the series may be exchanged for Registered Securities of the
series (and vice versa) if other than as provided in Sections 304 and 305,
and, in the case of Bearer Securities (or any temporary Global Security
representing the same), the date as of which such Bearer Securities shall
be dated if other than the date of original issuance of the first Security
of such series of like tenor and term to be issued;

(9) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities and, in such case,
the Depositary for such Global Security or Securities, whether such global
form shall be permanent or temporary and, if so, whether beneficial owners
of interests in any such permanent Global Security may exchange such
interests for Securities of such series in certificated form and of like
tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in
this Article Three, and, if applicable, the Exchange Date;

(10) whether, and under what conditions, additional amounts will be
payable to Holders of Securities of the series pursuant to Section 1005;

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

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

(13) that either or both of Section 1502 or 1503 shall apply to the
Securities of the series;

(14) if other than Dollars, the Currency, Currencies or currency units
in which payment of the principal of (and any premium) and interest on any
Securities of the series shall be payable and the Currency or Currencies,
if any, in which payment of the principal of (and premium, if any) or the
interest on Registered Securities at the

<PAGE>

election of each of the Holders thereof, may also be payable and the
periods within which and the terms and conditions upon which such election
is to be made and the time and manner of determining the exchange rate
between Currency or Currencies in which such Securities are denominated or
stated to be paid and the Currency or Currencies in which such Securities
are to be paid, in each case in accordance with, in addition to or in lieu
of Section 312;

(15) if the amount of payments of principal of (or premium, if any) or
interest on any Securities of the series may be determined with reference
to an index, the manner in which such amounts shall be determined;

(16) the Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in
which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if other than upon presentation and surrender of
the coupons appertaining thereto as they severally mature, and the extent
to which, or the manner in which, any interest payable on a temporary
Global Security on an Interest Payment Date will be paid if other than in
the manner provided in Section 304;

(17) the designation of the initial Exchange Rate Agent, if any;

(18) if the Securities of the series are to be convertible into or
exchangeable for any securities of any Person (including the Company), the
terms and conditions upon which such Securities will be so convertible or
exchangeable;

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

(20) if other than the Trustee, the identity of the Security Registrar
and/or Paying Agent;

(21) the terms of any pledge of property made to secure the
obligations of the Company under the Securities of any series and the
circumstances, if any, under which such pledge may be released and the
limitations, if any, on recourse against the Company on Securities of such
series; and

(22) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).

Except as set forth below, all Securities of any one series and the coupons
appertaining to Bearer Securities of such series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such

<PAGE>

Board Resolution and (subject to Section 303) set forth, or determined in the
manner provided, in such Officers' Certificate or in any indenture supplemental
hereto.

Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption or Repayment Dates and may be
denominated in different Currencies or payable in different Currencies.

If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

SECTION 302. DENOMINATIONS.

Securities of each series shall be issuable in such form and denominations
as shall be specified in the form of Security for such series approved or
established pursuant to Section 201 or in the Officers' Certificate delivered
pursuant to Section 301. In the absence of any specification with respect to
the Securities of any series, the Registered Securities of such series, if any
(other than Registered Securities in global form, which may be in any
denomination), shall be issuable in denominations of $1,000 and any integral
multiples thereof and the Bearer Securities of such series, if any (other than
Bearer Securities in global form, which may be in any denomination), shall be
issuable in denominations of $5,000 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

(b) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, executed by
the

<PAGE>

Company, to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and, except as otherwise
provided in this Article Three, the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and PROVIDED FURTHER
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent Global Bearer
Security, then, for purposes of this Section 303 and Section 304, the notation
of a beneficial owner's interest therein upon original issuance of such Security
or upon exchange of a portion of a temporary Global Security shall be deemed to
be delivery in connection with its original issuance of such beneficial owner's
interest in such permanent Global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If all the Securities of any series are not to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate, maturity date, date of
issuance and date from which interest shall accrue. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

(i) if the form of such Securities and coupons, if any, has been
established by or pursuant to a Board Resolution as permitted by Section
201, that such form has been established in conformity with the provisions
of this Indenture;

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

(iii) that such Securities and coupons, if any, when authenticated and
delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms,

<PAGE>

subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles and except
further as enforcement thereof may be limited by (1) 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 (2) governmental authority to
limit, delay or prohibit the making of payments in Foreign Currencies or
Currency units or payments outside the United States.

(c) If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section 303, Section 304, if and to the extent
applicable, and the Company Order with respect to such series, authenticate and
deliver one or more Global Securities in permanent or temporary form that (i)
shall represent and shall be denominated in an aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary and (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions.

(d) If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

(e) Notwithstanding the provisions of Section 301 and this Section 303, if
all Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

(f) Each Registered Security shall be dated the date of its
authentication. Each Bearer Security shall be dated the date contemplated by
Section 301.

(g) No Security or attached coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless executed and
issued by the Company and there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered

<PAGE>

hereunder and is entitled to the benefits of this Indenture. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

(h) Each Depositary designated pursuant to Section 301 for a Global
Security in registered form] must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

(i) The Securities may contain such notations, legends or endorsements
required by law, stock exchange rule or usage.

SECTION 304. TEMPORARY SECURITIES.

(a) Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, 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. In the case of Securities of any series, such temporary Securities
may be in global form.

Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), or as otherwise provided in or pursuant to a
Board Resolution, if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any non-
matured 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; PROVIDED,
HOWEVER, that unless otherwise contemplated or specified with respect to any
series of

<PAGE>

Securities pursuant to Section 301, no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and PROVIDED FURTHER
that a Bearer Security shall be delivered in exchange for a Bearer Security only
in compliance with the applicable conditions set forth in Sections 303, 304 and
305. 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.

(b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form,
any such temporary Global Security shall, unless otherwise provided therein, be
delivered to the London office of a Depositary, for the benefit of Euroclear and
CEDEL, for credit to the respective accounts of the beneficial owners of such
Securities (or to such other accounts as they may direct).

Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date, such temporary Global Security shall be surrendered by the
Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; PROVIDED,
HOWEVER, that, unless otherwise specified in such temporary Global Security,
upon such presentation by the Depositary, such temporary Global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary Global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form, set forth
in Exhibit A-2 to this Indenture or in such other form as may be established
pursuant to Section 301; and PROVIDED FURTHER that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary Global Security only
in compliance with the requirements of Section 303, 304 and Section 305, as
applicable.

Unless otherwise specified in such temporary Global Security, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security

<PAGE>

shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
CEDEL, as the case may be, to request such exchange on his behalf and delivers
to Euroclear or CEDEL, as the case may be, a certificate in the form set forth
in Exhibit A-1 to this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the officers of
Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such
temporary Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary Global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary Global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of Section 303(b) of this Indenture and
the interests of the Persons who are the beneficial owners of the temporary
Global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the
Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary Global Security will be made unless and until such interest in such
temporary Global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and CEDEL and not
paid as herein provided shall be returned to the Trustee prior to the expiration
of two years after such Interest Payment Date in

<PAGE>

order to be repaid to the Company.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at one of the offices or agencies to be
maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Securities of each series which are
Registered Securities, a register (herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. Pursuant to Section 301, the Company shall
appoint, with respect to Securities of each series which are Registered
Securities, a "Security Registrar" for the purpose of registering such
Securities and transfers and exchanges of such Securities as herein provided.
The Trustee, at its Corporate Trust office, is initially appointed "Security
Registrar" for such Registered Securities.

Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
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 denomination or denominations,
of like tenor and terms and aggregate principal amount, all as requested by the
transferor.

At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denomination or denominations, of like tenor and terms and aggregate principal
amount, upon surrender of the Registered Securities to be exchanged at such
office or agency. Unless otherwise specified with respect to any series of
Securities as contemplated by Section 301, Bearer Securities may not be issued
in exchange for Registered Securities.

At the option of the Holder, Registered Securities or Bearer Securities of
any series may be issued in exchange for Bearer Securities (except as otherwise
specified as contemplated by Section 301 with respect to a Bearer Security in
global form) of the same series, of any authorized denominations and of like
tenor and terms and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any

<PAGE>

Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor and terms after the close
of business at such office or agency of (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

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 303(h), the Company shall
appoint a successor Depositary with respect to the Securities of such series.
If a successor Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company's election pursuant to Section 301(9)
shall no longer be effective with respect to the Securities of such series and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.

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

<PAGE>

If specified by the Company pursuant to Section 301 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global Security for such series of Securities in exchange in whole or in part
for Securities of such series of like tenor and terms and in definitive 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,

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

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

In any exchange provided for in any of the preceding three paragraphs,
the Company will execute and the Trustee will authenticate and deliver
Securities (a) in definitive registered form in authorized denominations, if the
Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Securities of such series are issuable as Bearer Securities or (c) as either
Registered or Bearer Securities, as shall be specified by the beneficial owner
thereof, if the Securities of such series are issuable in either form; PROVIDED,
HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a
temporary Global Security unless the Company or its agent shall have received
from the person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto; and PROVIDED FURTHER that delivery of a Bearer Security shall occur only
outside the United States; and PROVIDED FURTHER that no definitive Bearer
Security will be issued if the Company has reason to know that any such
certificate is false.

Upon the exchange of a Global Security for Securities in definitive form,
such Global Security shall be cancelled by the Trustee. Registered Securities
issued in exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Registered Securities to the persons in whose names such Securities
are so registered. The Trustee shall deliver Bearer Securities issued in
exchange for a Global Security pursuant to this Section to the persons, and in
such authorized denominations, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee; PROVIDED, HOWEVER, that no definitive Bearer
Security shall be delivered in exchange for a temporary Global Security unless
the Company or its

<PAGE>

agent shall have received from the person entitled to receive the definitive
Bearer Security a certificate substantially in the form set forth in Exhibit A-1
and, if applicable, A-2 hereto; and PROVIDED FURTHER that delivery of a Bearer
Security shall occur only outside the United States; and PROVIDED FURTHER that
no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer, registration of transfer or exchange of Securities, other
than exchanges of Securities expressly provided in this Indenture to be made at
the Company's own expense or without expense or without charge to the Holders.

The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any particular series to be redeemed for a period of
fifteen days preceding the first publication of the relevant notice of
redemption or, if Registered Securities are outstanding and there is no
publication, the mailing of the relevant notice of redemption of Securities of
such series selected for redemption under Section 1103 and ending at the close
of business on the day of such mailing, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of such Registered 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 like
tenor and terms of that series, PROVIDED that such Registered Security shall be
simultaneously surrendered for redemption.

Notwithstanding anything herein to the contrary, the exchange of Bearer
Securities into Registered Securities shall be subject to applicable laws and
regulations in effect at the time of exchange; neither the Company, the Trustee
nor the Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchanges 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

<PAGE>

Trustee receives a subsequent Company Order to the contrary. The Company shall
deliver copies of such Company Orders to the Security Registrar.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If (i) any mutilated Security or Security with a mutilated coupon is
surrendered to a Paying Agent outside the United States or, in the case of a
Registered Security, to the Trustee or (ii) the Company and the Trustee receive
evidence to their satisfaction of the loss, destruction or theft of any Security
or coupon together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them or any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor (together with all coupons not destroyed, lost or stolen) a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding with coupons corresponding to any
coupons appertaining to the surrendered Security; provided, that any such Bearer
Security will be delivered only in compliance with Section 303, 304 and 305, as
applicable.

In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains, pay such Security or coupon; PROVIDED, HOWEVER, that payment
of principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

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

<PAGE>

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED; OPTIONAL INTEREST
RESET.

(a) Except as otherwise specified with respect to a series of Securities
in accordance with the provision of Section 301, interest, if any, on any
Registered Security that 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 of
the Company maintained for such purpose pursuant to Section 1002; PROVIDED,
HOWEVER, that each installment of interest, if any, on any Registered Security
may at the Company's option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account maintained by the payee inside the
United States.

Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest, if any, may be made, in
the case of a Bearer Security, at the Holder's option by (i) check in the
Currency designated for such payment pursuant to the terms of the Bearer
Security presented or mailed to an address outside the United States or (ii)
transfer to an account in such Currency maintained by the payee with a bank
located outside the United States.

Unless otherwise provided as contemplated by Section 301, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and CEDEL with respect
to that portion of such permanent Global Security held for its account by the
Depositary, for the purpose of permitting each of Euroclear and CEDEL to credit
the interest, if any, received by it in respect of such permanent Global
Security to the accounts of the beneficial owners thereof.

In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

<PAGE>

Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the
proposed payment (which shall not be less than 20 days after such notice is
received by the Trustee), and at the same time the Company shall deposit
with the Trustee an amount of money in the Currency in which the Securities
of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) 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 on or prior
to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of
such series at his address as it appears in the Security Register not less
than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2). In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for
such series in exchange for a Registered Security of such series after the
close of business at such office or agency on any Special Record Date and
before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the coupon relating to such proposed date of payment
and Defaulted Interest will

<PAGE>

not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.

(2) The Company may make payment of any Defaulted Interest on the
Registered Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.

(b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or, if there is no such next Optional Reset Date, to the Stated
Maturity of such Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of any such Security. Such
notice shall be irrevocable. All Securities with respect to which the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender)

<PAGE>

pursuant to the next succeeding paragraph, will bear such higher interest rate
(or such higher spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section 307 and Section
305, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. OPTIONAL EXTENSION OF MATURITY.

The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 45
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of any such Security not later than
40 days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in

<PAGE>

Section 106, notice of such higher interest rate to the Holder of any such
Security. Such notice shall be irrevocable. All Securities with respect to which
the Stated Maturity is extended will bear such higher interest rate.

If the Company extends the Stated Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Stated Maturity thereof, the
Holder must follow the procedures set forth in Article Thirteen for repayment at
the option of Holders, except that the period for delivery or notification to
the Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.

SECTION 309. PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 305 and 307) any interest on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security is overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary, as a Holder, with respect to
such Global Security or

<PAGE>

impair, as between such Depositary and owners of beneficial interests in such
Global Security, the operation of customary practices governing the exercise of
the rights of such Depositary (or its nominee) as Holder of such Global
Security.

SECTION 310. CANCELLATION.

All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities and coupons held by the Trustee shall be disposed of as
directed by a Company Order.

SECTION 311. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 312. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF SECURITIES.

(a) Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

(b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if

<PAGE>

any, on such Registered Securities in any of the Currencies which may be
designated for such election by delivering to the Trustee for such series of
Registered Securities a written election with signature guarantees and in the
applicable form established pursuant to Section 301, not later than the close of
business on the Election Date (as defined below) immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any
such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee for such series of Registered Securities (but any
such change must be made not later than the close of business on the Election
Date immediately preceding the next payment date to be effective for the payment
to be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Fifteen or with respect
to which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee of such series of Registered Securities not later than
the close of business on the applicable Election Date will be paid the amount
due on the applicable payment date in the relevant Currency as provided in
Section 312(a). The Trustee for each such series of Registered Securities shall
notify the Exchange Rate Agent as soon as practicable after the Election Date of
the aggregate principal amount of Registered Securities for which Holders have
made such written election.

(c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies amount receivable by Holders of Registered Securities who
have elected payment in a Currency as provided in paragraph (b) above. Such
amounts shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the "Valuation Date")
immediately preceding each payment date, and such determination shall be
conclusive and binding for all

<PAGE>

purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency (as defined below) or, in the case of a currency unit, the Dollar
Equivalent of the Currency Unit (as defined below), in each case as determined
by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

(f) "Dollar Equivalent" when used with respect to any Foreign
Currency shall be determined by the Exchange Rate Agent and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

(g) "Dollar Equivalent" when used with respect to any Currency Unit
shall be determined by the Exchange Rate Agent and subject to the provisions of
paragraph (h) below shall be the sum of each amount obtained by converting the
Specified Amount (as defined below) of each Component Currency (as defined
below) into Dollars at the Market Exchange Rate for such Component Currency on
the Valuation Date with respect to each payment.

(h) For purposes of this Section 312, the following terms shall have
the following meanings:

A "COMPONENT CURRENCY" shall mean any currency which, on the
Conversion Date, was a Component Currency of the relevant currency unit,
including, but not limited to, the ECU. A "SPECIFIED AMOUNT" of a
Component Currency shall

<PAGE>

mean the number of units of such Component Currency or fractions thereof
which were represented in the relevant currency unit, including, but not
limited to, the ECU, on the Conversion Date. If after the Conversion Date
the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component Currency
shall be divided or multiplied in the same proportion. If after the
Conversion Date two or more Component Currencies are consolidated into a
single currency, the respective Specified Amounts of such Component
Currencies shall be replaced by an amount in such single currency equal to
the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single currency, and such amount shall
thereafter be a Specified Amount and such single currency shall thereafter
be a Component Currency. If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the Specified Amount
of such Component Currency shall be replaced by amounts of such two or more
currencies, having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement equal to the Dollar
Equivalent of the Specified Amount of such former Component Currency at the
Market Exchange Rate immediately before such division, and such amounts
shall thereafter be Specified Amounts and such currencies shall thereafter
be Component Currencies. If, after the Conversion Date of the relevant
currency unit, including, but not limited to, the ECU, a Conversion Event
(other than any event referred to above in this definition of "Specified
Amount") occurs with respect to any Component Currency of such currency
unit and is continuing on the applicable Valuation Date, the Specified
Amount of such Component Currency shall, for purposes of calculating the
Dollar Equivalent of the Currency Unit, be converted into Dollars at the
Market Exchange Rate in effect on the Conversion Date of such Component
Currency.

"Election Date" shall mean the Regular Record Date for the applicable
series of Registered Securities or at least 16 days prior to Maturity, as
the case may be, or such other prior date for any series of Registered
Securities as specified pursuant to Section 301(14) by which the written
election referred to in Section 312(b) may be made.

All decisions and determinations of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency
Unit, the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company,
the Trustee for the appropriate series of Securities and all Holders of such
Securities denominated or payable in the relevant Currency. The Exchange Rate
Agent shall promptly give written notice to the Company and the Trustee for the
appropriate series of Securities of any such decision or determination.

In the event that the Company determines in good faith that a Conversion
Event

<PAGE>

has occurred with respect to a Foreign Currency, the Company will immediately
give written notice thereof to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 106 to the affected
Holders) specifying the Conversion Date. In the event the Company so determines
that a Conversion Event has occurred with respect to the ECU or any other
currency unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee of the appropriate series
of Securities and to the Exchange Rate Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 106 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event the Company determines
in good faith that any subsequent change in any Component Currency as set forth
in the definition of Specified Amount above has occurred, the Company will
similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 106 to the affected
Holders).

The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

SECTION 313. APPOINTMENT AND RESIGNATION OF SUCCESSOR EXCHANGE RATE AGENT.

(a) Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Foreign Currency or (ii)
may be payable in a Foreign Currency, or so long as it is required under any
other provision of this Indenture, then the Company will maintain with respect
to each such series of Securities, or as so required, at least one Exchange Rate
Agent. The Company will cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner specified pursuant
to Section 301 for the purpose of determining the applicable rate of exchange
and, if applicable, for the purpose of converting the issued Foreign Currency
into the applicable payment Currency for the payment of principal (and premium,
if any) and interest, if any, pursuant to Section 312.

(b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

<PAGE>

incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

SECTION 314. CUSIP NUMBERS.

The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall indicate the "CUSIP" numbers of
the Securities in notices of redemption as a convenience to Holders; PROVIDED
that any such notice may state that no representation is made as to the
correctness or accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

SECTION 315. CERTIFICATION BY A PERSON ENTITLED TO DELIVERY OF BEARER SECURITY.

Whenever any provision of this Indenture or a Security contemplates
that certification be given by a Person entitled to delivery of a Bearer
Security, such certification shall be provided substantially in the form of
Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be
approved by the Company and consented to by the Trustee whose consent shall not
unreasonably be withheld.

SECTION 316. JUDGMENTS.

The Company may provide, pursuant to Section 301, for the Securities
of any series that, to the fullest extent possible under applicable law and
except as may otherwise be specified as contemplated in Section 301, (a) the
obligation, if any, of the Company to pay the principal of (and premium, if any)
and interest on the Securities of any series and any appurtenant coupons in a
Foreign Currency, composite Currency or Dollars (the "Designated Currency") as
may be specified pursuant to Section 301 is of the essence and agrees that
judgments in respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of (and premium, if any) and interest on such
Securities and any appurtenant coupons shall notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum

<PAGE>

paid in such other currency (after any premium and cost of exchange) in the
country of issue of the Designated Currency in the case of Foreign Currency or
Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day of such payment; (c)
if the amount in the Designated Currency that may be purchased falls short of
the amount originally due for any reason, the Company shall pay such additional
amounts needed to compensate for any short fall; and (d) any obligation of the
Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and rights to receive
payments of principal (and premium, if any) and interest thereon and any right
to receive additional amounts, as provided in Section 1005), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated, issued and
delivered and all coupons appertaining thereto (other than (i) 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 305; (ii) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306; (iii) coupons appertaining to Bearer Securities called for
redemption or surrendered for repayment and maturing after the relevant
Redemption Date or Repayment Date, as appropriate, surrender of which has been
waived as provided in Section 1106 or 1303; and (iv) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003), have been delivered to the Trustee for
cancellation; or

(B) all such Securities and, in the case of (B) (i) or (ii)
below, any coupons appertaining thereto, not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

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

<PAGE>

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

and the Company, in the case of (B) (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust an amount
sufficient to pay and discharge the entire indebtedness on such Securities and
such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and any premium, if any) and interest to the date of such deposit
(in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, or any Repayment Dates as the case may be;

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

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

(a) Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 or 1504 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.

(b) If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article Four with respect to the Securities of any
series by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Four with respect to Securities of such

<PAGE>

series until such time as the Trustee or Paying Agent is permitted to apply all
money held in trust pursuant to this Section 402 with respect to Securities of
such series in accordance with this Article Four; provided, however, that if the
Company makes any payment of principal (or premium, if any) or interest on any
Security of such series following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of Securities of such
series to receive payment from the money so held in trust.

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT.

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

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

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

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

(4) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section 501 specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of a series of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

(5) a decree or order by a court having jurisdiction in the premises shall
have been entered adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization of the Company under any
Bankruptcy Law, and such decree or order shall have continued undischarged and
unstayed for a

<PAGE>

period of 60 days; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the Company or of its property, or for the
winding-up or liquidation of its affairs, shall have been entered, and such
decree or order shall have remained in force undischarged and unstayed for a
period of 60 consecutive days; or

(6) the Company shall institute proceedings to be adjudicated a voluntary
bankrupt, or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking reorganization under any
Bankruptcy Law, or shall consent to the filing of any such petition, or shall
consent to the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of it or of its property or shall make an assignment
for the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due; or

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

"BANKRUPTCY LAW" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors. "CUSTODIAN" means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

A Default under clause (4) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in principal amount
of the Outstanding Securities for that series notify the Company and the
Trustee, of the Default and the Company does not cure such Default (and such
Default is not waived) within the time specified in clause (4) above after
receipt of such notice. Any such notice must specify the Default, demand that it
be remedied and state that such notice is a Notice of Default.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in Section 504 (5) or
(6)) occurs and is continuing, unless the principal amount of all the Securities
of such series shall have already become due and payable, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof) of all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. If an
Event of Default specified in Section 501(5) or (6) occurs and is continuing,
the principal amount (or, if any of the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount of such Securities as may be specified in the terms hereof) of all of the
Outstanding

<PAGE>

Securities of that series shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders
of that series. Upon payment to the Holders of such amount, all obligations of
the Company in respect of the payment of principal of the Securities of such
series shall terminate.

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

(1) the Company has paid or deposited with the Trustee a sum sufficient to
pay, in the Currency in which the Securities of that series are payable (except
as may otherwise be specified pursuant to Section 301 for such series and except
as may be provided in Section 312, if and to the extent applicable):

(A) all overdue installments of interest on all Outstanding Securities
of that series, and any related coupons,

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

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

(D) all sums paid or advanced by the Trustee hereunder, except as a
result of its negligence or bad faith, and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel;

and

(2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of (or premium, if any) or interest on
Securities of that series which have become due solely by such acceleration,
have been cured or waived as provided in Section 513.

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

<PAGE>

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if an Event of Default specified in Sections
501(1) or 501(2) occurs, the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Securities and coupons, the
whole amount then due and payable on such Securities and coupons for principal
(and premium, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue installments of interest, at the rate or
rates prescribed therefor in such Securities and coupons, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, which are not the result of the
Trustee's gross negligence or willful misconduct, its agents and counsel.

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 Securities of such series 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 Securities of
such series, wherever situated.

If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
related coupons by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

(i) to file and prove a claim for the whole amount of principal (or in the
case of Original Issue Discount Securities or Indexed Securities, such portion
of the principal as may be provided in the terms thereof) (and premium, if any)
and interest, if any,

<PAGE>

owing and unpaid in respect of the Securities and any appurtenant coupons and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee which are not
the result of the Trustee's gross negligence or willful misconduct, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons 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 to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or 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 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR
COUPONS.

All rights of action and claims under this Indenture or the Securities or
coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities and coupons in respect of which
such judgment has been recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon

<PAGE>

presentation of the Securities or coupons, or both, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of collection, including
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses and disbursements of the Trustee which are not the
result of the Trustee's gross negligence or willful misconduct, its agents
and counsel and all other amounts due the Trustee under Section 607;

SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Securities and
coupons in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively. The Holders of each series of
Securities denominated in ECU, any other composite Currency or a Foreign
Currency and any matured coupons relating thereto shall be entitled to
receive a ratable portion of the amount determined by the Exchange Rate
Agent 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 Exchange Rate as of the date of declaration of acceleration of the
Maturity of the Securities; and

THIRD: The balance, if any, to the Company or any other Person or Persons
entitled thereto.

SECTION 507. LIMITATION ON SUITS.

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

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

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

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

<PAGE>

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

(5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 305 or 307) interest on such Security or coupon on the respective Stated
Maturities expressed in such Security or coupon (or, in the case of redemption
or repayment, on the Redemption Date or Repayment Date) and to institute suit
for the enforcement of any such payment on and after the respective Stated
Maturities or applicable Redemption Date or Repayment Date, and such rights
shall not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of any Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders of any Security or coupon shall continue as though no such
proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of any Security or coupon is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be

<PAGE>

cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

SECTION 512. CONTROL BY HOLDERS.

The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, PROVIDED that

(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and

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

This Section 512 shall be in lieu of Section 316 (a)(1)(A) of the Trust
Indenture Act and such Section 316 (a)(1)(A) is hereby expressly excluded from
this Indenture, as permitted by the Trust Indenture Act.

SECTION 513. WAIVER OF PAST DEFAULTS.

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

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

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

<PAGE>

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. This Section 513 shall be in
lieu of Section 316 (a)(1)(B) of the Trust Indenture Act and such Section 316
(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the
Trust Indenture Act.

SECTION 514. UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in Section
315(e) of the Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

The duties and responsibilities of the Trustee shall be as provided by
Section 315 of the Trust Indenture Act and this Indenture. Except during the
continuance of an Event of Default and after the curing or waiving of all such
Events of Default which may have occurred, the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee. Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial

<PAGE>

liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 601.

SECTION 602. NOTICE OF DEFAULTS.

If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by Section 315(b) of the Trust Indenture
Act; PROVIDED, HOWEVER, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section 602, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 601:

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

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

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

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

<PAGE>

(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities of any series or any related coupons
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request
or direction;

(f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, Officers' Certificate, or other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing so to do by the Holders of not less
than a majority in aggregate principal amount of the Securities then
outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such examination shall be paid by the Company
or, if advanced by the Trustee, shall be repaid by the Company upon demand;

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

(h) the Trustee shall not be responsible for the computation of any
adjustment to the Conversion Price or for any determination as to whether
an adjustment is required;

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

(j) the Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder;

(k) the Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions, or agreements on
the part of the Company, except as otherwise set forth herein, but the
Trustee may require of the Company full information and advice as to the
performance of the covenants, conditions and agreements contained herein
and shall be entitled in connection herewith to examine the books, records
and premises of the Company;

<PAGE>

(l) the permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Trustee shall not
be answerable for other than its negligence or willful default; and

(m) except for (i) a default under Section 501(1) or (2) hereof, or
(ii) any other event of which the Trustee has "actual knowledge" and which
event, with the giving of notice or the passage of time or both, would
constitute an Event of Default under this Indenture, the Trustee shall not
be deemed to have notice of any default or event unless specifically
notified in writing of such event by the Company or the Holders of not less
than 25% in aggregate principal amount of the Securities Outstanding; as
used herein, the term "actual knowledge" means the actual fact or statement
of knowing, without any duty to make any investigation with regard thereto.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, and in any coupons, shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities or any
coupons, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. The Trustee or any Authenticating
Agent shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed to in writing by the Company and the Trustee.

<PAGE>

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

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

(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its gross negligence or
willful misconduct; and

(3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without gross negligence or willful
misconduct on its part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against or investigating any claim or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.

The obligations of the Company under this Section 607 to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such
obligations of the Company, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any,
on) or interest on particular Securities, and the Securities are hereby
subordinated to such prior claim. When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Article Five
hereof, the expenses (including reasonable fees and expenses of its counsel) and
the compensation for the service in connection therewith are intended to
constitute expense of administration under any applicable bankruptcy law.

The Trustee shall give the Company notice of any claim or liability for
which the Trustee might be entitled to indemnification under subparagraph (3) of
this Section 607 within a reasonable amount of time after a trust officer of the
Trustee becomes aware of such claim or liability.

<PAGE>

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire a conflicting interest within the
meaning of Section 310(b) 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. To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under the Indentures, dated as
of March 15, 1985 and October 1, 1991, between the Company and the Trustee.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the penultimate paragraph of Section 310(b) of the
Trust Indenture Act.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to Section 310(a) of the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000 and its
Corporate Trust Office is in the Borough of Manhattan, The City of New York, New
York or in the City of Chicago, Illinois. The Trustee hereby represents and
warrants that it is currently in compliance and at all times will remain in
compliance with the foregoing requirements of this Section 609. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any Affiliate of the Company
shall serve as Trustee hereunder. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 609, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding

<PAGE>

Securities of such series, delivered to the Trustee and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 310(b) of the Trust
Indenture Act pursuant to Section 608 hereof 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 609 and shall
fail to resign after written request therefor by the Company or by any such
Holder, or

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

(4) the Trustee shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or similar law or shall consent to
the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Trustee or its property or affairs, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or shall take corporate action in
furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, or the Trustee,
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.

If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed

<PAGE>

shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, or the
Trustee, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of

<PAGE>

the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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 the
first two paragraphs of this Section 611, as the case may be.

No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article and under the Trust Indenture Act.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article and under the Trust Indenture Act, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of Section 311(a) of the Trust Indenture Act regarding the collection
of claims against the

<PAGE>

Company (or any such other obligor), excluding any creditor relationships
described in Section 311(b) of the Trust Indenture Act. A Trustee who resigned
or has been removed shall be subject to Section 311(a) of the Trust Indenture
Act to the extent indicated therein.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

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

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 614, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible

<PAGE>

in accordance with the provisions of this Section 614, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 614.

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

If an appointment with respect to one or more series is made pursuant to
this Section 614, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

...................................
AS TRUSTEE

BY
...................................
AS AUTHENTICATING AGENT

BY
...................................
AUTHORIZED OFFICER

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than 15 days after each Regular Record
Date for each series of Securities at the time Outstanding, a list, in such
form as the Trustee

<PAGE>

may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of the preceding Regular Record
Date (or a date to be determined pursuant to Section 301 for Original Issue
Discount Securities), 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 received by the Trustee in its
capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Registered Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. The Trustee shall preserve
for at least two years the names and addresses of Holders of Bearer Securities
filed with the Trustee by such Holders.

The rights of the Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by Section 312(b) of
the Trust Indenture Act.

Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to Section 313
of the Trust Indenture Act at the times and in the manner provided pursuant
thereto, if so required.

A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

<PAGE>

SECTION 704. REPORTS BY COMPANY.

The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to Section 314(a) of the Trust Indenture
Act at the times and in the manner provided pursuant to the TIA; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease all or substantially all of its properties and assets
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease all or substantially all
of its properties and assets to the Company, unless:

(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease all or substantially all of its
properties and assets to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, all or substantially
all of the properties and assets of the Company shall be a corporation,
partnership or trust, shall be organized and validly existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any) and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

(2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;

(3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not

<PAGE>

be permitted by this Indenture, the Company or such successor Person, as
the case may be, shall take such steps as shall be necessary to effectively
secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and

(4) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required
in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

SECTION 802. SUCCESSOR PERSON SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company into
any other Person or any conveyance, transfer or lease of all or substantially
all of the properties and assets of the Company in accordance with Section 801,
the successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities and coupons. The Trustee shall enter into a supplemental indenture
to evidence the succession and substitution of such successor person and the
discharge and release of the Company.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders of Securities or coupons, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities or coupons (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

<PAGE>

herein conferred upon the Company; or

(3) to add any additional Events of Default (and if such Events of
Default are to be applicable to less than all series of Securities, stating
that such Events of Default are expressly being included solely to be
applicable to such series): or

(4) to add to, change or eliminate any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of
principal (or premium, if any) on Registered Securities or of principal (or
premium, if any) or any interest on Bearer Securities, to permit Bearer
Securities to be issued in exchange for Registered Securities of other
authorized denominations or to permit or facilitate the issuance of
Securities in uncertificated form; PROVIDED that any such action shall not
adversely affect the interests of the Holders of Securities of any series
or any related coupons in any material respect; or

(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, PROVIDED that any
such addition, change or elimination (i) shall neither (A) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the
rights of the Holder of any such Security with respect to such provision or
(ii) shall become effective only when there is no Outstanding Security; or

(6) to secure the Securities pursuant to the requirements of Section
1010 or otherwise; or

(7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; 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 611; or

(9) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
under this Indenture; PROVIDED THAT such action pursuant to this clause (9)
shall not adversely affect the interests of the Holders of Securities of
any series or any appurtenant coupons in any material respect; or

(10) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust
Indenture Act.

<PAGE>

SECTlON 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

(1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal
amount thereof (or premium, if any) or the rate of interest thereon or any
premium payable upon the redemption thereof, or repayment thereof, or
change any obligation of the Company to pay additional amounts pursuant to
Section 1005 (except as contemplated by Section 801(1) and permitted by
Section 901(1)) or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the Currency in which, any Security (or premium,
if any) or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment, on or after
the Redemption Date or Repayment Date, as applicable), or

(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture or reduce the quorum or voting requirements of Section 1404, or

(3) modify any of the provisions of this Section 902, Section 513 or
Section 1010, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, PROVIDED, HOWEVER, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in this Section 902 and Section 1010, or
the deletion of this proviso, in accordance with the requirements of
Section 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of

<PAGE>

one or more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTlON 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities to such series.

<PAGE>

SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURE.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 902, the Company shall transmit to
the Holders a notice setting forth the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities, any appurtenant coupons and this Indenture. Any
interest due on Bearer Securities on or before Maturity, other than additional
amounts, if any, payable as provided in Section 1005 in respect of principal of
(or premium, if any, on) such a Security, shall be payable only upon
presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. Unless otherwise specified
with respect to Securities of any series pursuant to Section 301, at the option
of the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security. Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced
thereby as they severally mature.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but, except as
otherwise provided below, unless such Place of Payment is located outside the
United States, not Bearer Securities) may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain, subject to any laws or regulations applicable thereto, an office or
agency in a Place of Payment for such series which is located outside the United
States where Securities of such series and the related coupons may be presented
and surrendered for payment (including payment of any additional amounts payable
on Securities of such series pursuant to Section 1005); PROVIDED, HOWEVER, that
if the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or

<PAGE>

any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 1005) at the place
specified for the purpose pursuant to Section 301(5).

No payment of principal of, (or premium, if any) or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; PROVIDED,
HOWEVER, payment of principal of and any premium and interest denominated in
Dollars (including additional amounts payable in respect thereof) on any Bearer
Security may be made at an office or agency of, and designated by, the Company
located in the United States if (but only if) payment of the full amount of such
principal, premium, interest or additional amounts in Dollars at all offices
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 and the Trustee receives an Opinion of
Counsel that such payment within the United States is legal. Unless otherwise
provided as contemplated by Section 301 with respect to any series of
Securities, at the option of the Holder of any Bearer Security or related
coupon, payment may be made by check in the Currency designated for such payment
pursuant to the terms of such Bearer Security presented or mailed to an address
outside the United States or by transfer to an account in such Currency
maintained by the payee with a bank located outside the United States.

The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

<PAGE>

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST

If the Company, a Subsidiary or any of their respective Affiliates, shall
at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (or premium,
if any) or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) and interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (or premium, if
any) or interest on any Securities of that series, and any appurtenant coupons,
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 1003, that such Paying Agent will (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series and any appurtenant coupons, and upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (or premium, if any)
or interest on any Security of any series or any related coupons and remaining
unclaimed for two years after such principal (or premium) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,

<PAGE>

that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 1004. PURCHASE OF SECURITIES BY COMPANY OR SUBSIDIARY.

If and so long as the Securities of a series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland and such stock
exchange shall so require, the Company will not, and will not permit any
Subsidiary to, purchase any Securities of that series by private treaty at a
price (exclusive of expenses and accrued interest) which exceeds 120% of the
mean of the nominal quotations of the Securities of that series as shown in The
Stock Exchange Daily Official List for the last trading day preceding the date
of purchase.

SECTION 1005. PAYMENT OF ADDITIONAL AMOUNTS.

If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto additional amounts upon the terms and subject to the
conditions provided therein. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any) or interest
on, or in respect of, any Security of any series, of any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of additional
amounts provided for in the terms of such Securities and this Section 1005 to
the extent that, in such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section and
express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's Paying Agent or Paying
Agents, if other than the Trustee, with an Officer's Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of (and premium, if any) or interest on the Securities of that series shall be
made to

<PAGE>

Holders of Securities of that series or the related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or coupons and the Company will pay to the Trustee
or such Paying Agent the additional amounts, if any, required by the terms of
such Securities and the first paragraph of this Section 1005. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section 1005.

SECTION 1006. STATEMENT BY OFFICERS AS TO DEFAULT.

(a) The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of force provided hereunder), and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

(b) The Company shall deliver to the Trustee as soon as possible, and in
any event within five days after the Company becomes aware or should reasonably
have become aware of the occurrence of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default, the period of
existence thereof and what action the Company is taking or proposes to take with
respect thereto.

SECTION 1007. EXISTENCE.

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

SECTION 1008. MAINTENANCE OF PROPERTIES.

The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
settlements and improvements

<PAGE>

thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this Section 1008
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

SECTlON 1009. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; PROVIDED, HOWEVER, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

SECTION 1010. LIMITATION ON LIENS.

The Company will not itself, and will not permit any Domestic Subsidiary
to, incur, issue, assume, or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed (notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed being hereinafter
in this Article called "Debt"), secured by a pledge of, or mortgage or lien on,
any Principal Property of the Company or any Domestic Subsidiary, or any shares
of stock of or Debt of any Domestic Subsidiary (mortgages, pledges and liens
being hereinafter in this Article called "Mortgage" or "Mortgages"), without
effectively providing that the Securities (together with, if the Company shall
so determine, any other Debt of the Company or such Domestic Subsidiary then
existing or thereafter created which is not subordinate to the Securities) shall
be secured equally and ratably with (or prior to) such secured Debt, so long as
such secured Debt shall be so secured, unless after giving effect thereto, the
aggregate amount of all such secured Debt plus all Attributable Debt of the
Company and its Domestic Subsidiaries in respect of sale and leaseback
transactions (as defined in Section 1011) would not exceed 5% of the
Consolidated Net Tangible Assets; PROVIDED, HOWEVER, that this Section shall not
apply to, and there shall be excluded from secured Debt in any computation under
this Section, Debt secured by:

(1) Mortgages on property of, or on any shares of stock of or Debt of,
any corporation which Mortgages are existing at the time such corporation
becomes a Domestic Subsidiary or at the time it is merged into or
consolidated with the Company or any Domestic Subsidiary;

<PAGE>

(2) Mortgages in favor of the Company or any Domestic Subsidiary;

(3) Mortgages in favor of any governmental body to secure progress,
advance or other payments pursuant to any contract or provision of any
statute;

(4) Mortgages on property, shares of stock or Debt existing at the
time of acquisition thereof (including acquisition through merger or
consolidation);

(5) Mortgages on property, shares of stock or Debt to secure the
payment of all or any part of the purchase price or construction cost
thereof or to secure any Debt incurred prior to, at the time of, or within
180 days after, the acquisition of such property or shares or Debt, the
completion of any construction or the commencement of full operation, for
the purpose of financing all or any part of the purchase price or
construction cost thereof; and

(6) any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part of any Mortgage referred
to in the foregoing clauses (1) to (5), inclusive; PROVIDED, that such
extension, renewal or replacement Mortgage shall be limited to all or a
part of the same property, shares of stock or Debt that secured the
Mortgage extended, renewed or replaced (plus improvements on such
property).

SECTION 1011. LIMITATION ON SALES AND LEASEBACKS.

The Company will not itself, and it will not permit any Domestic Subsidiary
to, enter into any arrangement with any bank, insurance company or other lender
or investor (not including the Company or any Domestic Subsidiary) or to which
any such lender or investor is a party, providing for the leasing by the Company
or a Domestic Subsidiary for a period, including renewals, in excess of three
years of any Principal Property which has been or is to be sold or transferred,
more than 180 days after the completion of construction and commencement of full
operation thereof, by the Company or such Domestic Subsidiary to such lender or
investor or to any person to whom funds have been or are to be advanced by such
lender or investor on the security of such Principal Property (herein referred
to as a "sale and leaseback transaction") unless either

(1) the Company or such Domestic Subsidiary could create Debt secured
by a Mortgage pursuant to Section 1010 on the Principal Property to be
leased in an amount equal to the Attributable Debt with respect to such
sale and leaseback transaction without equally and ratably securing the
Securities, or

(2) the Company within 120 days after the sale or transfer shall have
been made by the Company or by a Domestic Subsidiary, applies an amount not
less than the greater of (i) the net proceeds of the sale of the Principal
Property leased pursuant to such arrangement or (ii) the fair market value
of the Principal Property

<PAGE>

so leased at the time of entering into such arrangement (as determined by
any two of the following: Vice Chairman of the Board and Chief Executive
Officer, President, any Vice President or Treasurer) to the retirement of
Funded Debt of the Company; PROVIDED, that the amount to be applied to the
retirement of Funded Debt of the Company shall be reduced by (a) the
principal amount of any Securities delivered within 120 days after such
sale to the Trustee for retirement and cancellation, and (b) the principal
amount of Funded Debt, other than Securities, voluntarily retired by the
Company within 120 days after such sale. Notwithstanding the foregoing, no
retirement referred to in this clause (2) may be effected by payment at
maturity or pursuant to any mandatory sinking fund payment or any mandatory
prepayment provision.

SECTION 1012. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1010 and 1011 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the

<PAGE>

expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

SECTlON 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

Except as otherwise specified or contemplated by Section 301 for Securities
of any series, if less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series (so long as
such method is not prohibited by the rules of any stock exchange on which the
Securities are then listed). If less than all of the Securities of such series
and of a specified tenor are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTlON 1104. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in Section 106
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of 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 any series are to
be redeemed,

<PAGE>

the identification (and, in the case of partial redemption of any
Securities, the principal amounts) of the particular Securities to be
redeemed,

(4) that, on the Redemption Date, the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,

(5) the Place or Places of Payment where such Securities, together in
the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price and accrued interest, if any,

(6) that the redemption is for a sinking fund, if such is the case,

(7) that Bearer Securities may be surrendered for payment only at
such place or places outside of the United States, except as otherwise
specified in Section 1002 and unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing coupon or coupons will be
deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee for such series and any Paying
Agent is furnished,

(8) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on this Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be
made, and

(9) the CUSIP number of such Security, if any.

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

Failure to give such notice to the Holder of any Security or any defect in
such notice given to the Holder of any Security shall not affect the validity of
the proceedings for any other Security or part thereof.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in
the Currency in which such Securities are payable sufficient to pay the
Redemption Price of, and

<PAGE>

(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States except as
otherwise provided in Section 1002) and PROVIDED FURTHER, that, unless otherwise
specified in Section 301, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Registered Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; PROVIDED, HOWEVER, that interest represented by coupon
shall be payable only upon presentation and surrender of those coupons at an
office or agency located outside of the United States except as otherwise
provided in Section 1002.

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 1107. SECURITIES REDEEMED IN PART.

Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due

<PAGE>

endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Registered Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption), together with any unmatured coupons
appertaining to any Bearer Securities of such series, and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; PROVIDED THAT such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

<PAGE>

SECTlON 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period is satisfactory to the Trustee),
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 nor more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date (unless a shorter period is satisfactory to the Trustee) in the
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE.

Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with their
terms and (except as otherwise specified pursuant to Section 301 for Securities
of such series) in accordance with this Article.

SECTION 1302. REPAYMENT OF SECURITIES.

Each Security which is subject to repayment in whole or in part at the
option of the Holder thereof on a Repayment Date shall, unless otherwise
provided in its terms, be repaid at the applicable Repayment Price together with
interest accrued to such Repayment Date as specified pursuant to Section 301.

SECTION 1303. EXERCISE OF OPTION; NOTICE.

Each Holder desiring to exercise such Holder's option for repayment shall,
as conditions to such repayment, surrender the Security to be repaid in whole or
in part together with written notice of the exercise of such option at any
office or agency of the Company in a Place of Payment, not less than 30 nor more
than 45 days prior to the Repayment Date; PROVIDED, HOWEVER, that surrender of
Bearer Securities together with written notice of exercise of such option shall
be made at an office or agency located outside the United States except as
otherwise provided in Section 1002. Such notice, which shall be irrevocable,
shall specify the principal amount of such

<PAGE>

Security to be repaid, which shall be equal to the minimum authorized
denomination for such Security or an integral multiple thereof, and shall
identify the Security to be repaid and, in the case of a partial repayment of
the Security, shall specify the denominations of the Security or Securities of
the same series to be issued to the Holder for the portion of the principal of
the Security surrendered which is not to be repaid.

If any Bearer Security surrendered for repayment shall not be accompanied
by all unmatured coupons and all matured coupons in default, such Bearer
Security may be paid after deducting from the Repayment Price an amount equal to
the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; PROVIDED, HOWEVER, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 1002.

The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Registered Security so surrendered a
new Registered Security or Securities of the same series, of any authorized
denomination specified in the foregoing notice, in an aggregate principal amount
equal to any portion of the principal of the Registered Security so surrendered
which is not to be repaid.

The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or Securities (and all
appurtenant unmatured coupons and matured coupons in default) or any combination
thereof of the same series of any authorized denomination or denominations
specified in the foregoing notice, in an aggregate principal amount equal to any
portion of the principal of the Security so surrendered which is not to be paid;
PROVIDED, HOWEVER, that the issuance of a Registered Security therefor shall be
subject to applicable laws and regulations in effect at the time of the
exchange; neither the Company, the Trustee nor the Security Registrar shall
issue Registered Securities for Bearer Securities if it has received an Opinion
of Counsel that as a result of such issuance the Company would suffer adverse
consequences under the United States Federal income tax laws then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such issuances 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 Security Registrar.

For all purposes of this Indenture, unless the context otherwise requires,
all

<PAGE>

provisions relating to the repayment of Securities shall relate, in the case of
any Security repaid or to be repaid in part, to the portion of the principal of
such Security which has been or is to be repaid.

SECTION 1304. ELECTION OF REPAYMENT BY REMARKETING ENTITIES.

The Company may elect with respect to Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity, at
any time prior to any Repayment Date to designate one or more Remarketing
Entities to purchase, at a price equal to the Repayment Price, Securities of
such series from the Holders thereof who give notice and surrender their
Securities in accordance with Section 1303.

SECTION 1305. SECURITIES PAYABLE ON THE REPAYMENT DATE.

Notice of exercise of the option of repayment having been given and the
Securities so to be repaid having been surrendered as aforesaid, such Securities
shall, unless purchased in accordance with Section 1304, on the Repayment Date
become due and payable at the price therein specified and from and after the
Repayment Date such Securities shall cease to bear interest and shall be paid on
the Repayment Date, and the coupons for such interest appertaining to Bearer
Securities so to be repaid, except to the extent provided above, shall be void,
unless the Company shall default in the payment of such price in which case the
Company shall continue to be obligated for the principal amount of such
Securities and shall be obligated to pay interest on such principal amount at
the rate borne by such Securities from time to time until payment in full of
such principal amount.

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

If Securities of a series are issuable in whole or in part as Bearer
Securities, a meeting of Holders of Securities of such series 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, waiver or other
Act provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

SECTION 1402. 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
1401, to be held at such time and at such place in the Borough of Manhattan, The
City of New York, or in London as the Trustee shall determine. Notice of every
meeting of Holders

<PAGE>

of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 no 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 10% 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 1401, 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 above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

SECTION 1403. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) 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 of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1404. QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of securities of such series; PROVIDED, HOWEVER, that if any action is
to be taken at such meeting with respect to a consent which this Indenture
expressly provides may be given by the Holders of not less than 66 2/3% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66 2/3% in principal amount of the Outstanding Securities of such
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 the
absence of a quorum in any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairperson 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
of not less than 10 days as determined by the chairperson of the meeting prior
to the adjournment of such

<PAGE>

adjourned meeting. Notice of this reconvening of any adjourned meeting shall be
given as provided in Section 1402(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. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of
majority in principal amount of the Outstanding Securities of that series,
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than 66 2/3% 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 only by the affirmative vote of the Holders of 66 2/3% in principal
amount of the Outstanding Securities of that series; and PROVIDED, FURTHER,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
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 Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

SECTION 1405. 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 such series 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 shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or, in the case of Bearer Securities, by having the

<PAGE>

signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 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 104 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairperson of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1402(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairperson. A
permanent chairperson 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 of such series or proxy shall
be entitled to one vote for each $1.00 principal amount (or the equivalent in
ECU, any other composite currency or a Foreign Currency) of Securities of such
series held or represented by him; 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 chairperson of the meeting not to be Outstanding.
The chairperson of the meeting shall have no right to vote, except as a Holder
of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1402 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 a meeting; and the meeting
may be held as so adjourned without further notice.

SECTION 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series 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 of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of vote who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1401. Each copy shall be signed and

<PAGE>

verified by the affidavits of the permanent chairperson and secretary of the
meeting and one such copy shall be delivered to the Company, and another 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 FIFTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

The Company may elect, at its option by Board Resolution at any time, to
have either Section 1502 or Section 1503 applied to the Outstanding Securities
of any series designated pursuant to Section 301 as being defeasible, and any
related coupon, pursuant to this Article Fifteen (hereinafter called a
"Defeasible Series"), upon compliance with the conditions set forth below in
this Article Fifteen.

SECTION 1502. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise of the option provided in Section 1501 to have
this Section 1502 applied to the Outstanding Securities of any Defeasible
Series, the Company shall be deemed to have been discharged from its obligations
with respect to the Outstanding Securities of such series and any related
coupons as provided in this Section on and after the date the conditions set
forth in Section 1504 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under the Securities
of such series and this Indenture insofar as the Securities of such series are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder (1) the rights of
Holders of Securities of such series to receive, solely from the trust fund
described in Section 1504 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any) and interest on such
Securities of such series when payments are due, (2) the Company's obligations
with respect to the Securities of such series under Sections 304, 305, 306,
1002, 1003 and any additional amounts under Section 1005, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article Fifteen. Subject to compliance with this Article Fifteen, the Company
may exercise its option provided in Section 1501 to have this Section 1502
applied to the Outstanding Securities of any Defeasible Series notwithstanding
the prior exercise of its option provided in Section 1501 to have Section 1503
applied to the Outstanding Securities of such series and any related coupons.

<PAGE>

SECTION 1503. COVENANT DEFEASANCE.

Upon the Company's exercise of the option provided in Section 1501 to have
this Section 1503 applied to the Outstanding Securities of any Defeasible Series
and any related coupons, (1) the Company shall be released from its obligations
under Sections 1007 through 1011, inclusive, and Section 801 and (2) the
occurrence of any event specified in Sections 501(3), 501(4) (with respect to
any of Sections 1007 through 1011, inclusive, and Section 801) and 501(7) shall
be deemed not to be or result in an Event of Default, in each case with respect
to the Outstanding Securities of such series as provided in this Section 1503 on
and after the date the conditions set forth in Section 1504 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that 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
specified Section (to the extent so specified in the case of Section 501(4)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and the Securities of such series shall be unaffected thereby.

SECTION 1504. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Section 1502
or Section 1503 to the Outstanding Securities of any Defeasible Series:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee that satisfies the
requirements contemplated by Section 609 and agree to comply with the
provisions of this Article Fifteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of Outstanding Securities of such series, (A) money in an amount
(in such Currency in which such Securities and any coupons appertaining
thereto are then specified as payable at Stated Maturity), (B) U.S.
Government Obligations that through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee (or any such
other qualifying Trustee) to pay and discharge, the principal of (and
premium, if any) and interest on the Securities of such series on the
respective Stated Maturities, in accordance with the terms of this
Indenture and the Securities of such series.

(2) In the case of an election under Section 1502, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal
Revenue Service a

<PAGE>

ruling or (B) since the date first set forth hereinabove, there has been a
change in the applicable Federal income tax law, in either case (A) or (B)
to the effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities of such series will not recognize
gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to the Securities of
such series and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.

(3) In the case of an election under Section 1503, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities of such series will not recognize
gain or loss for Federal income tax purposes as result of the deposit and
Covenant Defeasance to be effected with respect to the Securities of such
series and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that the Securities of such series, if then
listed on any securities exchange, will not be delisted as a result of such
deposit.

(5) No Event of Default or event that (after notice of lapse of time
or both) would become an Event of Default shall have occurred and be
continuing at the time of such deposit or, with regard to any Event of
Default or any such event specified in Sections 501(5) and (6), at any time
on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after
such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture
Act.

(7) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such
trust shall be qualified or exempt from regulation thereunder.

(9) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

<PAGE>

SECTION 1505. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section
1505 and Section 1506, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1504 in respect of the
Securities of any Defeasible Series and any related coupons shall be held in
trust and applied by the Trustee, in accordance with the provisions of the
Securities and the related coupons, if any, of such series and this Indenture,
to the payment, either directly or through any such Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of Securities of such series, of all sums due and to become due thereon
in respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section
301, if, after a deposit referred to in Section 1504(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 312(b) or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to
Section 1504(a) has been made in respect of such Security, or (b) a Conversion
Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 1504(a) has been
made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such Currency in effect
(as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge that by law is for
the account of the Holders of Outstanding Securities.

Anything in this Article Fifteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1504 with respect to Securities of any Defeasible Series that, in the
opinion of a nationally recognized firm

<PAGE>

of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance with respect to the Securities of such series.

SECTlON 1506. REINSTATEMENT.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Fifteen with respect to the Securities of any
series by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Fifteen with respect to Securities of such series until such time
as the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 1505 with respect to Securities of such series in accordance
with this Article Fifteen; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of (or premium, if any) or interest on any Security of such
series following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of Securities of such series to receive
such payment from the money so held in trust.

<PAGE>

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.

MOTOROLA, INC.

By /s/ Garth L. Milore
-------------------------------
Attest:

/s/ Richard H. Whited
- -------------------------------

HARRIS TRUST AND SAVINGS BANK,
as Trustee

By /s/ J.L. Bartolini
-------------------------------
Attest:

/s/ illegible
- -------------------------------

STATE OF ILLINOIS
COUNTY OF COOK

On the 1st day of May, before me personally came Garth L. Milore, to me
known, who, being by me duly sworn, did depose and say that he is Vice President
and Treasurer of Motorola, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

/s/ Kelly K. Danowski

------------------------------------
"OFFICIAL SEAL"
KELLY K. DANOWSKI
Notary Public, State of Illinois
My Commission Expires Nov. 5, 1996
------------------------------------

STATE OF ILLINOIS
COUNTY OF COOK

On the 11th day of May, before me personally came J.L. Bartolini, to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Harris Trust and Savings Bank, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

/s/ Kimberly Lange

----------------------------------
OFFICIAL SEAL
KIMBERLY LANGE
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES 12-14-97
----------------------------------

<PAGE>

[LOGO][MOTOROLA LETTERHEAD]

September 25, 1995

Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196

Ladies and Gentlemen:

I am Vice President - Corporate, Law Department of Motorola, Inc. (the
"Corporation") and, as such, I have acted as counsel for the Corporation in the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") being filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Securities Act") in connection with
the proposed offer and sale of the following securities (the "Securities") of
the Corporation having an aggregate initial offering price of up to
$1,000,000,000; (i) senior debt securities generally in the form incorporated by
reference as Exhibit 4(g) to the Registration Statement, with appropriate
insertions (the "Senior Debt Securities"), (ii) subordinated debt securities
generally in the forms incorporated by reference as Exhibit 4(h) and
incorporated by reference as an attachment to Exhibit 4(f) to the Registration
Statement, with appropriate insertions (the "Subordinated Debt Securities"), and
together with the Senior Debt Securities, (the "Debt Securities"), (iii) common
stock, par value $3 per share (the "Common Stock") of the Corporation and (iv)
warrants to purchase Debt Securities or Common Stock (collectively, the
"Warrants"). The Securities may be offered separately or as part of units with
other Securities, in separate series, in amounts, at prices, and on terms to be
set forth in the prospectus and one or more supplements to the prospectus
(collectively, the "Prospectus") constituting a part of the Registration
Statement, and in the Registration Statement.

The Senior Debt Securities are to be issued under one or more indentures
generally in the form filed as Exhibit 4(d) to the Registration Statement, (the
"Senior Indenture"). The Subordinated Debt Securities are to be issued under
one or more indentures generally in the forms incorporated by reference as
Exhibits 4(e) and 4(f) to the Registration Statement, with appropriate
insertions (the "Subordinated Indentures") to be entered into by the Corporation
and a trustee or trustees to be named by the Corporation. The Warrants are to
be issued under warrant agreements generally in the forms incorporated by
reference as Exhibits 4(i) and 4(j) to the Registration Statement, with
appropriate insertions (the "Warrant Agreements") to be entered into by the
Corporation and warrant agents to be named by the Corporation.

Certain terms of the Securities to be issued by the Corporation from time to
time will be approved by the Board of Directors of the Corporation or a
committee thereof or certain authorized officers of the Corporation as part of
the corporate action taken and to be taken (the "Corporate Proceedings") in
connection with issuance of the Securities. I have examined or am otherwise
familiar with the Restated Certificate of Incorporation, as amended, of the
Corporation, the Bylaws of the Corporation, as amended, the Registration
Statement, such of the Corporate Proceedings as have occurred as of the date
hereof, and such other documents, records, and instruments as I have deemed
necessary or appropriate for the purposes of this opinion.

<PAGE>

Motorola, Inc.
September 25, 1995
Page 2

Based on the foregoing, I am of the opinion that: (i) upon the execution and
delivery by the Corporation or one of the Subordinated Indentures and the
execution and delivery of the applicable Warrant Agreement, the completion of
all required Corporate Proceedings, and the execution, issuance, and delivery,
and the authentication by a duly appointed trustee, of the Subordinated Debt
Securities and the Warrants, respectively, pursuant to such Subordinated
Indenture or Warrant Agreement, as the case may be, will become valid and
binding instruments, and any Debt Securities issuable thereunder will be legal,
valid, and binding obligations of the Corporation, and any Common Stock
(assuming completion of the action referred to in clause (ii) below) issuable
thereunder will be duly and validly authorized and issued, fully paid, and
nonassessable; and (ii) upon the authorization of issuance of the Common Stock,
the completion of all required Corporate Proceedings, and the execution,
issuance, and delivery of the Common Stock, the Common Stock will be duly and
validly authorized and issued, fully paid, and nonassessable; except in each
case as enforcement of provisions of such instruments and agreement may be
limited by bankruptcy or other laws of general application affecting the
enforcement of creditors' rights and by general equity principles. The
foregoing opinion assumes that (i) the consideration designated in the
applicable Corporate Proceedings for any Common Stock shall have been received
by the Corporation in accordance with applicable law; (ii) the Subordinated
Indenture, and any Warrant Agreement shall have been duly authorized, executed,
and delivered by all parties thereto other than the Corporation; (iii) the
Registration Statement shall have become effective under the Securities Act; and
(iv) the Subordinated Indenture shall have become duly qualified under the Trust
Indenture Act of 1939, as amended.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to being named in the Prospectus included therein under the
caption "Legal Opinions" with respect to the matters stated therein.

Very truly yours,

/s/ James K. Markey

James K. Markey
Vice President - Corporate
Law Department

JKM/ln

<PAGE>

[EXECUTION COUNTERPART]

AMENDMENT NO. 1

AMENDMENT NO. 1 dated as of September 14, 1995, between MOTOROLA,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "COMPANY"); MOTOROLA CREDIT CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Delaware
("MOTOROLA CREDIT", and together with the Company, the "BORROWERS"); each of the
lenders that is a signatory hereto (individually, a "BANK" and, collectively,
the "BANKS"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association, as agent for the Banks (in such capacity, together with its
successors in such capacity, the "AGENT").

The Borrowers, certain of the Banks and the Agent are parties to a
Credit Agreement dated as of September 21, 1994 (the "364-DAY CREDIT
AGREEMENT"), providing for loans to be made by the Banks to the Borrowers in an
aggregate principal amount not exceeding $500,000,000 at any one time
outstanding.

The Borrowers have requested, and the Banks and the Agent have agreed,
to amend the 364-Day Credit Agreement, among other things, to increase the
amount of the Commitments thereunder and to add new Banks, all on the terms and
conditions hereof.

Accordingly, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

Section 1. DEFINITIONS. Terms defined in the 364-Day Credit
Agreement, as amended by this Amendment No. 1, are used herein as defined
therein.

Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective on the Amendment Effective
Date (as defined below), the 364-Day Credit Agreement shall be amended as
follows:

A. All references in the 364-Day Credit Agreement to "$500,000,000"
(other than the reference thereto in the third sentence of Section 10.08 of the
364-Day Credit Agreement) shall be deemed to be references to "$665,000,000".

B. Section 1.01 of the 364-Day Credit Agreement shall be amended by
adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and amending the following definitions (to the extent already included in said
Section 1.01) to read in their entirety, as follows:

<PAGE>

"AMENDMENT EFFECTIVE DATE" shall mean the date on which the conditions
precedent to the effectiveness of Amendment No. 1 are satisfied.

"AMENDMENT NO. 1" shall mean Amendment No. 1 dated as of September 14,
1995 between the Borrowers, the Banks and the Agent.

"APPLICABLE MARGIN" shall mean, with respect to (a) Syndicated Loans
that are Eurodollar Loans, 0.1475% per annum and (b) Syndicated Loans that are
Base Rate Loans, 0.0% per annum.

"COMMITMENT" shall mean, as to each Bank, the obligation of such Bank
to make Syndicated Loans pursuant to Section 2.01 hereof in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
set forth opposite the name of such Bank on the signature pages of Amendment No.
1 under the caption "Commitment" (as the same may at any time or from time to
time be reduced pursuant to Section 2.04 hereof or increased pursuant to Section
2.10 hereof or assumed at any time or from time to time pursuant to Section
11.06(b) hereof).

"COMMITMENT TERMINATION DATE" shall mean the date 364 days after the
Amendment Effective Date, as the same may be extended pursuant to Section 2.11
hereof; PROVIDED that, if such date is not a Business Day, the Commitment
Termination Date shall be the next preceding Business Day.

C. Section 2.05 of the 364-Day Credit Agreement shall be amended by
deleting from the end of the first sentence thereof, the term "0.05%" and
substituting therefor, the term "0.04%".

D. Sections 2.08(a) and (b) of the 364-Day Credit Agreement shall be
amended to read in their entirety as follows:

"(a) The Syndicated Loans made by each Bank to each Borrower
shall be evidenced by a single promissory note of such Borrower
substantially in the form of Exhibit A-1 to Amendment No. 1, dated the date
of Amendment No. 1, payable to such Bank in a principal amount equal to the
amount of

Amendment No. 1

<PAGE>

- 3 -

its Commitment as in effect at the close of business on the Amendment
Effective Date and otherwise duly completed.

(b) The Money Market Loans made by any Bank to each Borrower
shall be evidenced by a single promissory note of such Borrower
substantially in the form of Exhibit A-2 to Amendment No. 1, dated the
Amendment Effective Date, payable to such Bank and otherwise duly
completed."

E. Section 2.10 of the 364-Day Credit Agreement is amended by
deleting from the fourth line thereof, the number "$125,000,000" and
substituting therefor the number "$332,500,000".

F. Section 8.07 of the 364-Day Credit Agreement is amended by
replacing "1994" with "1995".

G. Schedule I to the 364-Day Credit Agreement is replaced with
Schedule I hereto.

Section 3. REPRESENTATIONS AND WARRANTIES. (a) The Company
represents and warrants to the Banks and the Agent that:

(i) this Amendment No. 1 has been duly and validly executed and
delivered by each Borrower and constitutes each Borrower's legal, valid and
binding obligation, enforceable against each Borrower in accordance with
its terms; and

(ii) on and as of the date hereof (after giving effect to the
amendments contemplated by Section 2 hereof), (A) no Default has occurred
and is continuing and (B) the representations and warranties made by the
Company in Section 7 of the 364-Day Credit Agreement, as amended hereby,
are true and correct on and as of the date hereof with the same force and
effect as if made on and as of such date (or if any such representation or
warranty is expressly stated to have made as of a specific date, as of such
specific date); PROVIDED that (x) the references in Sections 7.02 and 7.03
of the 364-Day Credit Agreement to "December 31, 1993" shall be deemed to
be references to "December 31, 1994" and (y) the references in Sections
7.02 and 7.03 of the 364-Day Credit Agreement to "the Company's 1994 fiscal
year" shall be deemed to be references to "the Company's 1995 fiscal year".

It shall be an Event of Default for all purposes of the 364-Day Credit
Agreement, as amended hereby, if any representation, warranty or certification
made by either Borrower in this

Amendment No. 1

<PAGE>

- 4 -

Amendment No. 1, or in any certificate or other writing furnished to any Bank or
the Agent pursuant to this Amendment No. 1, shall prove to have been false or
misleading as of the time made or furnished in any material respect.

Section 4. CONDITIONS PRECEDENT. The amendments to the 364-Day
Credit Agreement set forth in Section 2 hereof shall become effective, as of the
Amendment Effective Date, upon the satisfaction of each of the following
conditions on or before September 21, 1995:

(a) AMENDMENT NO. 1. The Agent shall have received this Amendment
No. 1, duly executed and delivered by each of the parties hereto.

(b) FACILITY FEE. The Agent shall have received for account of the
Banks all facility fees accrued under Section 2.05 of the 364-Day Credit
Agreement to the Amendment Effective Date and unpaid.

(c) CORPORATE DOCUMENTS. The Agent shall have received certified
copies of the charter and by-laws (or equivalent documents) of each Borrower
(or, in the alternative, a certification to the effect that none of such
documents has been modified since delivery thereof pursuant to Section 6.01(a)
of the 364-Day Credit Agreement) and of all corporate authority for such
Borrower (including, without limitation, board of director resolutions and
evidence of the incumbency and specimen signature of officers for such Borrower)
with respect to the execution, delivery and performance of this Amendment No. 1
and the 364-Day Credit Agreement as amended hereby and the Loans under the 364-
Day Credit Agreement as amended hereby and each other document to be delivered
by such Borrower from time to time in connection with the 364-Day Credit
Agreement as amended hereby (and the Agent and each Bank may conclusively rely
on such certificate until it receives notice in writing from such Borrower to
the contrary).

(d) OPINION OF COUNSEL TO THE BORROWERS. The Agent shall have
received an opinion dated the Amendment Effective Date of James K. Markey, Vice
President-Corporate, Law Department, substantially in the form of Exhibit B
hereto and covering such other matters as the Agent or any Bank may reasonably
request (and each Borrower hereby instructs such counsel to deliver such opinion
to the Banks and the Agent).

(e) OPINION OF SPECIAL NEW YORK COUNSEL TO CHASE. The Agent shall
have received an opinion dated the Amendment

Amendment No. 1

<PAGE>

- 5 -

Effective Date of Milbank, Tweed, Hadley & McCloy, special New York counsel to
Chase, substantially in the form of Exhibit C hereto (and Chase hereby instructs
such counsel to deliver such opinion to the Banks).

(f) SYNDICATED NOTES. The Agent shall have received the Syndicated
Notes dated the date of this Amendment No. 1, substantially in the from of
Exhibit A-1 hereto, duly completed and executed by each Borrower for each Bank
in exchange for the promissory notes evidencing Syndicated Loans of such
Borrower held by each Bank (other than the New Banks, as defined below) under
the 364-Day Credit Agreement.

(g) MONEY MARKET NOTES. The Agent shall have received the Money
Market Notes dated the date of this Amendment No. 1, substantially in the from
of Exhibit A-2 hereto, duly completed and executed by each Borrower for each
Bank in exchange for the promissory notes evidencing Money Market Loans of such
Borrower held by each Bank (other than the New Banks) under the 364-Day Credit
Agreement.

(h) NO OUTSTANDING SYNDICATED LOANS. There shall be no outstanding
Syndicated Loans.

(i) OTHER DOCUMENTS. The Agent shall have received such other
documents as the Agent or any Bank or special New York counsel to Chase may
reasonably request.

The Agent shall give each Bank prompt notice of the effectiveness of the
amendments set forth in Section 2.

Section 5. BASIC DOCUMENTS OTHERWISE UNCHANGED. Except as herein
provided, the 364-Day Credit Agreement and the Notes shall remain unchanged and
in full force and effect, and each reference to the 364-Day Credit Agreement in
the 364-Day Credit Agreement and the Notes shall be a reference to the 364-Day
Credit Agreement as amended hereby and as the same may be further amended,
supplemented and otherwise modified from time to time.

Section 6. NEW BANKS. Subject to the satisfaction of the conditions
precedent specified in Section 4 above, but effective on the Amendment Effective
Date, each of Westdeutsche Landesbank Girozentrale, New York Branch, and
Standard Chartered Bank (each, a "NEW BANK"), by its signature hereto, shall, on
the Amendment Effective Date, become a "Bank" for all purposes of the 364-Day
Credit Agreement.

Amendment No. 1

<PAGE>

- 6 -

Section 7. COUNTERPARTS. This Amendment No. 1 may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same amendatory instrument, and any of the parties hereto may execute this
Amendment No. 1 by signing any such counterpart.

Section 8. BINDING EFFECT. This Amendment No. 1 shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

Section 9. GOVERNING LAW. This Amendment No. 1 shall be governed by,
and construed in accordance with, the law of the State of New York.

Amendment No. 1

<PAGE>

- 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.

MOTOROLA, INC.

By /s/ Garth L. Milne
-------------------------
Title: Senior VP & Treasurer

MOTOROLA CREDIT CORPORATION

By /s/ Garth L. Milne
-------------------------
Title: VP & Treasurer

Amendment No. 1

<PAGE>

- 8 -

BANKS

COMMITMENT THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
$55,000,000

By /s/ Patricia B. Bril
-------------------------
Title: Managing Director

COMMITMENT CITIBANK, N.A.

$55,000,000
By
--------------------------
Title: Attorney-in-fact

COMMITMENT THE FIRST NATIONAL BANK OF CHICAGO

$55,000,000
By
-------------------------
Title: AUTHORIZED AGENT

COMMITMENT HARRIS TRUST AND SAVINGS BANK

$55,000,000
By /s/ Lisa A. Zahniser
-------------------------
Title: Vice President

COMMITMENT BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
$34,000,000

By
--------------------------
Title: Vice President

COMMITMENT THE NORTHERN TRUST COMPANY

$27,000,000
By
--------------------------
Title: Vice President

Amendment No. 1

<PAGE>

- 9 -

COMMITMENT ABN AMRO BANK N.V.

$34,000,000
By /s/ Joanna M. Riopelle
--------------------------
Title: Group Vice President

By /s/ Mary L. Janovsky
--------------------------
Title: Vice President

COMMITMENT BARCLAYS BANK PLC

$27,000,000
By /s/ Philips A. Capparis
--------------------------
Title: Associate Director

COMMITMENT CIBC, INC.

$34,000,000
By
--------------------------
Title: Vice President

COMMITMENT CREDIT LYONNAIS CHICAGO BRANCH

$21,000,000
By
--------------------------
Title: First Vice President

COMMITMENT DRESDNER BANK AG, CHICAGO AND
GRAND CAYMAN BRANCHES
$27,000,000

By
--------------------------
Title: SVP

By
--------------------------
Title: Vice President

Amendment No. 1

<PAGE>

- 10 -

COMMITMENT SWISS BANK CORPORATION -
CHICAGO BRANCH
$34,000,000

By /s/ William A. McDonnell
--------------------------
Title: Associate Director
Merchant Banking

By /s/ Nancy A. Russell
--------------------------
Title: Director
Merchant Banking

COMMITMENT UNION BANK OF SWITZERLAND,
CHICAGO BRANCH
$27,000,000

By /s/ Walter R. Wolff
--------------------------
Title: Managing Director

By /s/ Thomas H. Myers
--------------------------
Title: Lending Officer

COMMITMENT THE BANK OF TOKYO, LTD.,
CHICAGO BRANCH
$21,000,000

By
--------------------------
Title: Vice President

COMMITMENT CHEMICAL BANK

$27,000,000
By
--------------------------
Title: Managing Director

COMMITMENT THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
$21,000,000

By /s/ Takeshi Hemmi
--------------------------
Title: Vice President

Amendment No. 1

<PAGE>

- 11 -

COMMITMENT THE SANWA BANK, LTD.,
CHICAGO BRANCH
$27,000,000

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

COMMITMENT THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
$21,000,000

By /s/ Hiroyuki Iwami
--------------------------
Title: Joint General Manager

COMMITMENT ROYAL BANK OF CANADA

$21,000,000
By
--------------------------
Title: Manager

COMMITMENT STANDARD CHARTERED BANK

$21,000,000
By
--------------------------
Title:

Lending Office for all Loans:

Standard Chartered Bank
160 Water St.
New York, New York 10038

Address for Notices:

Standard Chartered Bank
160 Water St.
2nd Floor
New York, New York 10038

Attention: Peter Dodds

Telecopier No.: 212-612-0225

Telephone No.: 212-612-0367

Amendment No. 1

<PAGE>

- 12 -

COMMITMENT WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
$21,000,000

By _________________________
Title:

Lending Office for all Loans:

Westdeutsche Landesbank
Girozentrale, New York Branch
1211 Avenue of the Americas
New York, New York 10036

Address for Notices:

Westdeutsche Landesbank
Girozentrale
181 West Madison
Suite 4850
Chicago, Illinois 60602

Attention: John Hall

Telecopier No.: 312-553-1609

Telephone No.: 312-553-1600

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent

By /s/ Patricia B. Bril
--------------------------
Title: Managing Director

Amendment No. 1

<PAGE>

Schedule I

Material Domestic Subsidiaries

[Section 7.13]

Motorola Credit a Delaware 100% of the
Corporation corporation issued and outstanding
shares of capital stock are
owned by the Company Motorola
Electronica a Delaware
approximately 15% of de Puerto
Rico, Inc. corporation he
issued and outstanding shares
of capital stock are owned by
Motorola International Capital
Corporation and approximately
85% of the issued and
outstanding shares of capital
stock are owned by Motorola
International Development
Corporation

Schedule I

<PAGE>

EXHIBIT A-1

[Form of Syndicated Note]

PROMISSORY NOTE

$_______________ September 14, 1995
New York, New York

FOR VALUE RECEIVED, [MOTOROLA, INC.] [MOTOROLA CREDIT CORPORATION], a Delaware
corporation (the "BORROWER"), hereby promises to pay to __________________ (the
"BANK"), for account of its respective Applicable Lending Offices provided for
by the Credit Agreement referred to below, at the principal office of The Chase
Manhattan Bank (National Association) at 1 Chase Manhattan Plaza, New York, New
York 10081, the principal sum of _______________ Dollars (or such lesser amount
as shall equal the aggregate unpaid principal amount of the Syndicated Loans
made by the Bank to the Borrower under the Credit Agreement), in lawful money of
the United States of America and in immediately available funds, on the dates
and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each such Syndicated Loan, at such
office, in like money and funds, for the period commencing on the date of such
Syndicated Loan until such Syndicated Loan shall be paid in full, at the rates
per annum and on the dates provided in the Credit Agreement.

The date, amount, Type, interest rate and duration of Interest Period (if
applicable) of each Syndicated Loan made by the Bank to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Bank
on its books and, prior to any transfer of this Note, endorsed by the Bank on
the schedule attached hereto or any continuation thereof, PROVIDED that the
failure of the Bank to make any such recordation or endorsement shall not affect
the obligations of the Borrower to make a payment when due of any amount owing
under the Credit Agreement or hereunder in respect of the Syndicated Loans made
by the Bank.

This Note is one of the Syndicated Notes referred to in the Credit Agreement
dated as of September 21, 1994 (as modified and supplemented and in effect from
time to time, the "CREDIT AGREEMENT") between Motorola, Inc., Motorola Credit
Corporation, the lenders party thereto (including the Bank), and The Chase
Manhattan Bank (National Association), as Agent, providing for Loans in an
aggregate principal amount initially not to exceed $665,000,000, and evidences
Syndicated Loans made by the Bank to the Borrower thereunder. Terms used but
not defined in this Note have the respective meanings assigned to them in the
Credit Agreement.

Syndicated Note

<PAGE>

- 2 -

The Credit Agreement provides for the acceleration of the maturity of this
Note upon the occurrence of certain events and for prepayments of Syndicated
Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement, this Note may
not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the law of
the State of New York.

[MOTOROLA, INC.] [MOTOROLA
CREDIT CORPORATION]

By_________________________
Title:

Syndicated Note

<PAGE>

- 3 -

SCHEDULE OF SYNDICATED LOANS

This Note evidences Syndicated Loans made under the within-described
Credit Agreement to the Borrower, on the dates, in the principal amounts, of the
Types, bearing interest at the rates and having Interest Periods (if applicable)
of the durations set forth below, subject to the payments, Continuations,
Conversions and prepayments of principal set forth below:

Prin-
cipal Maturity Unpaid
Amount Type Date Amount Prin-
Date of of Interest of Paid or cipal Notation
Made Loan Loan Rate Loan Prepaid Amount Made By
---- ------ ----- -------- -------- ------- ------- ---------

Syndicated Note

<PAGE>

EXHIBIT A-2

[Form of Money Market Note]

PROMISSORY NOTE

September 14, 1995
New York, New York

FOR VALUE RECEIVED, [MOTOROLA, INC.] [MOTOROLA CREDIT CORPORATION], a
Delaware corporation (the "BORROWER"), hereby promises to pay to
__________________ (the "BANK"), for account of its respective Applicable
Lending Offices provided for by the Credit Agreement referred to below, at the
principal office of The Chase Manhattan Bank (National Association) at 1 Chase
Manhattan Plaza, New York, New York 10081, the aggregate unpaid principal amount
of the Money Market Loans made by the Bank to the Borrower under the Credit
Agreement, in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount of each
such Money Market Loan, at such office, in like money and funds, for the period
commencing on the date of such Money Market Loan until such Money Market Loan
shall be paid in full, at the rates per annum and on the dates provided in the
Credit Agreement.

The date, amount, Type, interest rate and maturity date of each Money
Market Loan made by the Bank to the Borrower, and each payment made on account
of the principal thereof, shall be recorded by the Bank on its books and, prior
to any transfer of this Note, endorsed by the Bank on the schedule attached
hereto or any continuation thereof, PROVIDED that the failure of the Bank to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the Money Market Loans made by the Bank.

This Note is one of the Money Market Notes referred to in the Credit
Agreement dated as of September 21, 1994 (as modified and supplemented and in
effect from time to time, the "CREDIT AGREEMENT") between Motorola, Inc.,
Motorola Credit Corporation, the lenders party thereto (including the Bank), and
The Chase Manhattan Bank (National Association), as Agent, providing for Loans
in an aggregate principal amount initially not to exceed $665,000,000, and
evidences Money Market Loans made by the Bank to the Borrower thereunder. Terms
used but not defined in this Note have the respective meanings assigned to them
in the Credit Agreement.

Money Market Note

<PAGE>

- 2 -

The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Money
Market Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement, this
Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the
law of the State of New York.

[MOTOROLA, INC.] [MOTOROLA
CREDIT CORPORATION]

By_________________________
Title:

Money Market Note

<PAGE>

- 3 -

SCHEDULE OF MONEY MARKET LOANS

This Note evidences Money Market Loans made under the within-described
Credit Agreement to the Borrower, on the dates, in the principal amounts, of the
Types, bearing interest at the rates and maturing on the dates set forth below,
subject to the payments and prepayments of principal set forth below:

Principal
Date Amount Type Maturity Amount Unpaid
of of of Interest Date of Paid or Principal Notation
Loan Loan Loan Rate Loan Prepaid Amount Made By
- ---- --------- ------ --------- ------- ------- --------- --------

Money Market Note

<PAGE>

EXHIBIT B

[Form of Opinion of Counsel to the Borrowers]

September 14, 1995

To the Banks party to the 364-Day
Credit Agreement, as amended by
Amendment No. 1 thereto, referred to
below and The Chase Manhattan Bank
(National Association), as Agent

Ladies and Gentlemen:

I have acted as counsel to Motorola, Inc. (the "COMPANY") and Motorola
Credit Corporation ("MOTOROLA CREDIT", and together with the Company, the
"BORROWERS") in connection with (i) the Credit Agreement (the "364-DAY CREDIT
AGREEMENT") dated as of September 21, 1994, between the Company, Motorola
Credit, the lenders named therein and The Chase Manhattan Bank (National
Association), as Agent, providing for loans to be made by said lenders to the
Borrowers in an aggregate principal amount initially not to exceed $500,000,000,
(ii) Amendment No. 1 thereto dated as of September 14, 1995 (the "AMENDMENT")
between the parties to the 364-Day Credit Agreement and two additional lenders
and (iii) the various other agreements and instruments referred to in the next
following paragraph. Terms defined in the Amendment (including terms
incorporated by reference into the Amendment) are used herein as defined
therein; in addition, the 364-Day Credit Agreement as amended by the Amendment
is referred to herein as the "AMENDED 364-DAY CREDIT AGREEMENT" and the new
Notes delivered pursuant to the Amendment are referred to herein as the "NEW
NOTES". This opinion letter is being delivered pursuant to Section 4(d) of the
Amendment.

In rendering the opinions expressed below, I have examined the
following agreements, instruments and other documents:

(a) the 364-Day Credit Agreement;

(b) the Amendment;

(d) such records of the Borrowers and such other documents as I have
deemed necessary as a basis for the opinions expressed below.

The Amendment, the Amended 364-Day Credit Agreement and the New Notes are
collectively referred to as the "CREDIT DOCUMENTS".

Opinion of Counsel to the Borrowers

<PAGE>

- 2 -

In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity with authentic original documents of all documents submitted to me as
copies. When relevant facts were not independently established, I have relied
upon statements of governmental officials and upon representations made in or
pursuant to the Amendment and the 364-Day Credit Agreement and certificates of
appropriate representatives of the Borrowers.

In rendering the opinions expressed below, I have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Borrowers):

(i) such documents have been duly authorized by, have been duly
executed and delivered by, and constitute legal, valid, binding
and enforceable obligations of, all of the parties to such
documents;

(ii) all signatories to such documents have been duly authorized; and

(iii) all of the parties to such documents are duly organized and
validly existing and have the power and authority (corporate or
other) to execute, deliver and perform such documents.

Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as I have deemed necessary as a basis for the opinions
expressed below, I am of the opinion that:

1. Each Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. Each
Material Domestic Subsidiary of the Company is a corporation duly
organized, validly existing and in good standing under the laws of the
respective state indicated opposite its name in Schedule I to the Amended
364-Day Credit Agreement.

2. Each Borrower has all requisite corporate power to execute and
deliver the Amendment and the New Notes, and to perform its obligations
under the Credit Documents. Each Borrower has all requisite corporate
power to borrow under the Amended 364-Day Credit Agreement.

Opinion of Counsel to the Borrowers

<PAGE>

- 3 -

3. The execution and delivery by each Borrower of the Amendment and
the New Notes, the performance by such Borrower of the Credit Documents to
which it is a party, and the borrowings by such Borrower under the Amended
364-Day Credit Agreement, have been duly authorized by all necessary
corporate action on the part of such Borrower.

4. The Amendment and the New Notes have been duly executed and
delivered by the Borrowers.

5. If the Credit Documents were stated to be governed by and
construed in accordance with the law of the State of Illinois, or if a
court of the State of Illinois were to apply the law of the State of
Illinois to the Credit Documents, each Credit Document to which either
Borrower is a party would nevertheless constitute the legal, valid and
binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights of creditors generally and except as the
enforceability of the Credit Documents is subject to the application of
general principles of equity (regardless of whether considered in a
proceeding in equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive relief or any
other equitable remedy and (b) concepts of materiality, reasonableness,
good faith and fair dealing.

6. No authorization, approval or consent of, and no filing or
registration with, any governmental or regulatory authority or agency of
the United States of America or the State of Illinois is required on the
part of either Borrower for the execution or delivery by such Borrower of
the Amendment and the New Notes or the performance by such Borrower of the
Credit Documents, or for the borrowings by such Borrower under the Amended
364-Day Credit Agreement.

7. The execution and delivery by each Borrower of the Amendment and
the New Notes, and the performance and consummation by such Borrower of the
transactions contemplated by the Credit Documents, do not and will not (a)
violate any provision of its charter or by-laws, (b) violate any applicable
law, rule or regulation, (c) violate any order, writ, injunction or decree
of any court or governmental authority or agency or any arbitral award
applicable to such Borrower or any of its Subsidiaries of which I have
knowledge (after due inquiry) or (d) result in

Opinion of Counsel to the Borrowers

<PAGE>

- 4 -

a breach of, constitute a default under, require any consent under, or
result in the acceleration or required prepayment of any indebtedness
pursuant to the terms of, any agreement or instrument of which I have
knowledge (after due inquiry) to which such Borrower or any of its
Subsidiaries is a party or by which any of them is bound or to which any of
them is subject, or result in the creation or imposition of any Lien upon
any Property of such Borrower pursuant to, the terms of any such agreement
or instrument.

8. Except as disclosed in the Company's Report on Form 10-K filed
with the SEC for fiscal year ended December 31, 1994 and in the Company's
Reports on Form 10-Q filed with the SEC for the first and second fiscal
quarters for the fiscal year 1995, I have no knowledge (after due inquiry)
of any legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, pending or threatened
against or affecting either Borrower or any of the Company's Subsidiaries
or any of their respective Properties that, if adversely determined, are
likely to have a Material Adverse Effect.

The foregoing opinions are subject to the following comments and
qualifications:

(A) The enforceability of Section 11.03 of the Amended 364-Day Credit
Agreement may be limited by (i) laws rendering unenforceable
indemnification contrary to Federal or state securities laws and the public
policy underlying such laws and (ii) laws limiting the enforceability of
provisions exculpating or exempting a party, or requiring indemnification
of a party for, liability for its own action or inaction, to the extent the
action or inaction involves gross negligence, recklessness, willful
misconduct or unlawful conduct.

(B) The enforceability of provisions in the Credit Documents to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

(C) I express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Bank is located (other than the State of
Illinois) that limit the interest, fees or other charges such Bank may
impose, (ii) Section 4.07(c) of the Amended 364-Day Credit Agreement, (iii)
the second sentence of Section 11.10 of the Amended 364-Day Credit
Agreement, insofar as such sentence relates to the subject

Opinion of Counsel to the Borrowers

<PAGE>

- 5 -

matter jurisdiction of the United States District Court for the Southern
District of New York to adjudicate any controversy related to the Credit
Documents, and (iv) the waiver of inconvenient forum set forth in Section
11.10 of the Amended 364-Day Credit Agreement with respect to proceedings
in the United States District Court for the Southern District of New York.

The foregoing opinions are limited to matters involving the Federal
laws of the United States, the Delaware General Corporation Law and the law of
the State of Illinois, and I do not express any opinion as to the laws of any
other jurisdiction.

At the request of my clients, this opinion letter is, pursuant to
Section 4(d) of the Amendment, provided to you by me in my capacity as counsel
to the Borrowers and may not be relied upon by any Person for any purpose other
than in connection with the transactions contemplated by the Amendment and the
Amended 364-Day Credit Agreement without, in each instance, my prior written
consent.

Very truly yours,

Opinion of Counsel to the Borrowers

<PAGE>

EXHIBIT C

[Form of Opinion of Special New York Counsel to Chase]

September 14, 1995

To the Banks party to the 364-Day
Credit Agreement, as amended by
Amendment No. 1 thereto, referred to
below and The Chase Manhattan Bank
(National Association), as Agent

Ladies and Gentlemen:

We have acted as special New York counsel to The Chase Manhattan Bank
(National Association) ("CHASE") in connection with (i) the Credit Agreement
dated as of September 21, 1994 (the "364-DAY CREDIT AGREEMENT") between
Motorola, Inc. (the "COMPANY"), Motorola Credit Corporation ("MOTOROLA CREDIT",
and together with the Company, the "BORROWERS"), the lenders named therein and
Chase, as Agent, providing for loans to be made by said lenders to the Borrowers
in an aggregate principal amount initially not to exceed $500,000,000, (ii)
Amendment No. 1 thereto dated as of September 14, 1995 (the "AMENDMENT") between
the parties to the 364-Day Credit Agreement and two additional lenders and (iii)
the various other agreements and instruments referred to in the next following
paragraph. Terms defined in the Amendment (including terms incorporated by
reference into the Amendment) are used herein as defined therein; in addition,
the 364-Day Credit Agreement as amended by the Amendment is referred to herein
as the "AMENDED 364-DAY CREDIT AGREEMENT" and the new Notes delivered pursuant
the Amendment are referred to herein as the "NEW NOTES". This opinion letter is
being delivered pursuant to Section 4(e) of the Amendment.

In rendering the opinions expressed below, we have examined the
following agreements, instruments and other documents:

(a) the 364-Day Credit Agreement;

(b) the Amendment;

(c) such records of the Borrowers and such other documents as we have
deemed necessary as a basis for the opinions expressed below.

The Amendment, the Amended 364-Day Credit Agreement and the New Notes are
collectively referred to as the "CREDIT DOCUMENTS".

Opinion of Special Counsel to Chase

<PAGE>

- 2 -

In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with authentic original documents of all documents submitted to us as
copies. When relevant facts were not independently established, we have relied
upon representations made in or pursuant to the Amendment and the 364-Day Credit
Agreement.

In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

(i) such documents have been duly authorized by, have been duly
executed and delivered by, and (except to the extent set forth in
the opinions below as to the Borrowers) constitute legal, valid,
binding and enforceable obligations of, all of the parties to
such documents;

(ii) all signatories to such documents have been duly authorized; and

(iii) all of the parties to such documents are duly organized and
validly existing and have the power and authority (corporate or
other) to execute, deliver and perform such documents.

Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinion
expressed below, we are of the opinion that each of the Credit Documents
constitutes the legal, valid and binding obligation of each Borrower party
thereto, enforceable against such Borrower in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights of creditors generally and
except as the enforceability of the Credit Documents is subject to the
application of general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith and
fair dealing.

Opinion of Special Counsel to Chase

<PAGE>

- 3 -

The foregoing opinion is subject to the following comments and
qualifications:

(B) The enforceability of provisions in the Credit Documents to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

(C) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Bank is located (other than the State of New
York) that limit the interest, fees or other charges such Bank may impose,
(ii) Section 4.07(c) of the Amended 364-Day Credit Agreement, (iii) the
second sentence of Section 11.10 of the Amended 364-Day Credit Agreement,
insofar as such sentence relates to the subject matter jurisdiction of the
United States District Court for the Southern District of New York to
adjudicate any controversy related to the Credit Documents, and (iv) the
waiver of inconvenient forum set forth in Section 11.10 of the Amended 364-
Day Credit Agreement with respect to proceedings in the United States
District Court for the Southern District of New York.

The foregoing opinions are limited to matters involving the Federal
laws of the United States and the laws of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction.

Opinion of Special Counsel to Chase

<PAGE>

- 4 -

At the request of our client, this opinion letter is, pursuant to
Section 4(e) of the Amendment, provided to you by us in our capacity as special
New York counsel to Chase and may not be relied upon by any Person for any
purpose other than in connection with the transactions contemplated by the
Amendment and the Amended 364-Day Credit Agreement without, in each instance,
our prior written consent.

Very truly yours,

[Opining and Consultant
Partner's initials]

Opinion of Special Counsel to Chase

<PAGE>

[EXECUTION COUNTERPART]

AMENDMENT NO. 1

The Borrowers, certain of the Banks and the Agent are parties to a
Credit Agreement dated as of September 21, 1994 (the "FIVE-YEAR CREDIT
AGREEMENT"), providing for loans to be made by the Banks to the Borrowers in an
aggregate principal amount not exceeding $1,000,000,000 at any one time
outstanding.

The Borrowers have requested, and the Banks and the Agent have agreed,
to amend the Five-Year Credit Agreement, among other things, to increase the
amount of the Commitments thereunder and to add new Banks, all on the terms and
conditions hereof.

Section 1. DEFINITIONS. Terms defined in the Five-Year Credit
Agreement, as amended by this Amendment No. 1, are used herein as defined
therein.

Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective on the Amendment Effective
Date (as defined below), the Five-Year Credit Agreement shall be amended as
follows:

A. All references in the Five-Year Credit Agreement to
"$1,000,000,000" shall be deemed to be references to "$1,335,000,000".

B. Section 1.01 of the Five-Year Credit Agreement shall be amended by
adding the following new definitions (to the

AMENDMENT NO. 1

<PAGE>

- 2 -

extent not already included in said Section 1.01) and inserting the same in the
appropriate alphabetical locations and amending the following definitions (to
the extent already included in said Section 1.01) to read in their entirety, as
follows:

"AMENDMENT EFFECTIVE DATE" shall mean the date on which the conditions
precedent to the effectiveness of Amendment No. 1 are satisfied.

"AMENDMENT NO. 1" shall mean Amendment No. 1 dated as of September 14,
1995 between the Borrowers, the Banks and the Agent.

"APPLICABLE FACILITY FEE RATE" and "APPLICABLE MARGIN" shall mean,
during any period when the Rating is at any Rating Level set forth below, with
respect to any facility fee payable hereunder or any Type of Syndicated Loan
outstanding hereunder, the percentage set forth below opposite such fee or Type
of Syndicated Loan for such Rating Level:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Fee or Loan Rating Rating Rating Rating Rating
Level Level Level Level Level
I II III IV V
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Facility Fee .0650% .0700% .0800% .1250% .1875%
Eurodollar
Loans .1225% .1300% .1700% .2500% .3625%
- ---------------------------------------------------------------
Base Rate
Loans 0.0% 0.0% 0.0% 0.0% 0.0%
- ---------------------------------------------------------------
- ---------------------------------------------------------------
</TABLE>

For the purposes of this Agreement, any change in the Applicable Facility Fee
Rate or Applicable Margin for any facility fee or any outstanding Syndicated
Loans by reason of a change in the Moody's Rating or the Standard & Poor's
Rating shall become effective on the date of announcement or publication by the
respective Rating Agency of a change in such Rating or, in the absence of such
announcement or publication, on the effective date of such changed rating.

AMENDMENT NO. 1

<PAGE>

- 3 -

at any time or from time to time be reduced pursuant to Section 2.04 hereof or
increased pursuant to Section 2.10 hereof or assumed at any time or from time to
time pursuant to Section 11.06(b) hereof).

"COMMITMENT TERMINATION DATE" shall mean September 14, 2000; PROVIDED
that, if such date is not a Business Day, the Commitment Termination Date shall
be the next preceding Business Day.

C. Sections 2.08(a) and (b) of the Five-Year Credit Agreement shall
be amended to read in their entirety as follows:

(b) The Money Market Loans made by any Bank to each Borrower
shall be evidenced by a single promissory note of such Borrower
substantially in the form of Exhibit A-2 to Amendment No. 1, dated the date
of Amendment No. 1, payable to such Bank and otherwise duly completed."

D. Section 2.10 of the Five-Year Credit Agreement is amended by
deleting from the fourth line thereof, the number "$250,000,000" and
substituting therefor the number "$667,500,000".

E. Section 8.07 of the Five-Year Credit Agreement is amended by
replacing "1994" with "1995".

F. Schedule I to the Five-Year Credit Agreement is replaced with
Schedule I hereto.

Section 3. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Banks and the Agent that:

AMENDMENT NO. 1

<PAGE>

- 4 -

(ii) on and as of the date hereof (after giving effect to the
amendments contemplated by Section 2 hereof), (A) no Default has occurred
and is continuing and (B) the representations and warranties made by the
Company in Section 7 of the Five-Year Credit Agreement, as amended hereby,
are true and correct on and as of the date hereof with the same force and
effect as if made on and as of such date (or if any such representation or
warranty is expressly stated to have made as of a specific date, as of such
specific date); PROVIDED that (x) the references in Sections 7.02 and 7.03
of the Five-Year Credit Agreement to "December 31, 1993" shall be deemed to
be references to "December 31, 1994" and (y) the references in Sections
7.02 and 7.03 of the Five-Year Credit Agreement to "the Company's 1994
fiscal year" shall be deemed to be references to "the Company's 1995 fiscal
year".

It shall be an Event of Default for all purposes of the Five-Year Credit
Agreement, as amended hereby, if any representation, warranty or certification
made by either Borrower in this Amendment No. 1, or in any certificate or other
writing furnished to any Bank or the Agent pursuant to this Amendment No. 1,
shall prove to have been false or misleading as of the time made or furnished in
any material respect.

Section 4. CONDITIONS PRECEDENT. The amendments to the Five-Year
Credit Agreement set forth in Section 2 hereof shall become effective upon the
satisfaction of each of the following conditions on or before September 21,
1995:

(a) AMENDMENT NO. 1. The Agent shall have received this Amendment
No. 1, duly executed and delivered by each of the parties hereto.

(b) FACILITY FEE. The Agent shall have received for account of the
Banks all facility fees accrued under Section 2.05 of the Five-Year Credit
Agreement to the Amendment Effective Date and unpaid.

AMENDMENT NO. 1

<PAGE>

- 5 -

execution, delivery and performance of this Amendment No. 1 and the Five-Year
Credit Agreement as amended hereby and the Loans under the Five-Year Credit
Agreement as amended hereby and each other document to be delivered by such
Borrower from time to time in connection with the Five-Year Credit Agreement as
amended hereby (and the Agent and each Bank may conclusively rely on such
certificate until it receives notice in writing from such Borrower to the
contrary).

(e) OPINION OF SPECIAL NEW YORK COUNSEL TO CHASE. The Agent shall
have received an opinion dated the Amendment Effective Date of Milbank, Tweed,
Hadley & McCloy, special New York counsel to Chase, substantially in the form of
Exhibit C hereto (and Chase hereby instructs such counsel to deliver such
opinion to the Banks).

(h) NO OUTSTANDING SYNDICATED LOANS. There shall be no outstanding
Syndicated Loans.

(i) OTHER DOCUMENTS. The Agent shall have received such other
documents as the Agent or any Bank or special New York counsel to Chase may
reasonably request.

AMENDMENT NO. 1

<PAGE>

- 6 -

The Agent shall give each Bank prompt notice of the effectiveness of the
amendments set forth in Section 2.

Section 5. BASIC DOCUMENTS OTHERWISE UNCHANGED. Except as herein
provided, the Five-Year Credit Agreement and the Notes shall remain unchanged
and in full force and effect, and each reference to the Five-Year Credit
Agreement in the Five-Year Credit Agreement and the Notes shall be a reference
to the Five-Year Credit Agreement as amended hereby and as the same may be
further amended, supplemented and otherwise modified from time to time.

Section 8. BINDING EFFECT. This Amendment No. 1 shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

Section 9. GOVERNING LAW. This Amendment No. 1 shall be governed by,
and construed in accordance with, the law of the State of New York.

AMENDMENT NO. 1

<PAGE>

- 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.

MOTOROLA, INC.

By /s/ Garth L. Milne
-------------------------------
Title: SENIOR VP AND TREASURER

MOTOROLA CREDIT CORPORATION

By /s/ Garth L. Milne
-------------------------------
Title: VP AND TREASURER

AMENDMENT NO. 1

<PAGE>

BANKS

COMMITMENT THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
$115,000,000

By /S/ PATRICIA B. BRIL
_________________________
Title: Managing Director

COMMITMENT CITIBANK, N.A.

$110,000,000

By _________________________
Title: Attorney-in-fact

COMMITMENT THE FIRST NATIONAL BANK OF CHICAGO

$110,000,000

By _________________________
Title: Authorized Agent

COMMITMENT HARRIS TRUST AND SAVINGS BANK

$110,000,000

By /S/ LISA A. ZAHNISER
_________________________
Title: Vice President

COMMITMENT BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
$68,000,000

By _________________________
Title: Vice President

AMENDMENT NO. 1

<PAGE>

- 9 -

COMMITMENT THE NORTHERN TRUST COMPANY

$54,000,000

By _________________________
Title: Vice President

COMMITMENT ABN AMRO BANK N.V.

$68,000,000

By /S/ JOANNA M. RIOPELLE
_________________________
Title: Group Vice President

By /S/ MARY L. JANOVSKY
_________________________
Title: Vice President

COMMITMENT BARCLAYS BANK PLC

$54,000,000

By /S/ PHILIP S. A. CAPPARIS
_________________________
Title: Associate DIRECTOR

COMMITMENT CIBC, INC.

$68,000,000

By _________________________
Title: VICE PRESIDENT

COMMITMENT CREDIT LYONNAIS CHICAGO BRANCH

$42,000,000

By _________________________
Title: FIRST VICE PRESIDENT

AMENDMENT NO. 1

<PAGE>

- 10 -
COMMITMENT DRESDNER BANK AG, CHICAGO AND
GRAND CAYMAN BRANCHES
$54,000,000

By _________________________
Title: SVP

By _________________________
Title: Vice President

COMMITMENT SWISS BANK CORPORATION -
CHICAGO BRANCH
$68,000,000

By /S/ WILLIAM A. MCDONNELL
_________________________
Title: Associate Director
Merchant Banking

By /S/ NANCY A. RUSSELL
_________________________
Title: Director
Merchant Banking

COMMITMENT UNION BANK OF SWITZERLAND,
CHICAGO BRANCH
$54,000,000

By /S/ WALTER R. WOLFF
_________________________
Title: Managing Director

By /S/ THOMAS H. MEYERS
_________________________
Title: Lending Officer

AMENDMENT NO. 1

<PAGE>

- 11 -

COMMITMENT THE BANK OF TOKYO, LTD.,
CHICAGO BRANCH
$42,000,000

By _________________________
Title: Vice President

COMMITMENT CHEMICAL BANK

$54,000,000

By _________________________
Title: Managing Director

COMMITMENT THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
$42,000,000

By /S/ TAKESHI HEMMI
_________________________
Title: Vice President

COMMITMENT THE SANWA BANK, LTD.,
CHICAGO BRANCH
$54,000,000

By _________________________
Title:

COMMITMENT THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
$42,000,000

By /S/ HIROYUKI IWAMI
_________________________
Title: Joint General Manager

AMENDMENT NO. 1

<PAGE>

- 12 -

COMMITMENT ROYAL BANK OF CANADA

$42,000,000

By _________________________
Title: Manager

COMMITMENT STANDARD CHARTERED BANK

$42,000,000

By _________________________
Title:

Lending Office for all Loans:

Standard Chartered Bank
160 Water St.
New York, New York 10038

Address for Notices:

Standard Chartered Bank
160 Water St.
2nd Floor
New York, New York 10038

Attention: Peter Dodds

Telecopier No.: 212-612-0225

Telephone No.: 212-612-0367

AMENDMENT NO. 1

<PAGE>

- 13 -

COMMITMENT WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
$42,000,000

By _________________________
Title: VP

By _________________________
Title: ASSOC

Lending Office for all Loans:

Westdeutsche Landesbank Girozentrale,
New York Branch
1211 Avenue of the Americas
New York, New York 10036

Address for Notices:

Westdeutsche Landesbank Girozentrale
181 West Madison
Suite 4850
Chicago, Illinois 60602

Attention: John Hall

Telecopier No.: 312-553-1609

Telephone No.: 312-553-1600

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent

By PATRICIA B. BRIL
_________________________
Title:MANAGING DIRECTOR

AMENDMENT NO. 1

<PAGE>

- 14 -

Schedule I

Material Domestic Subsidiaries

[Section 7.13]

Motorola Credit a Delaware 100% of the
Corporation corporation issued and
outstanding shares
of capital stock are
owned by the Company
Motorola Electronica a Delaware approximately 15% of de Puerto
Rico, Inc. corporation the issued and
outstanding shares
of capital stock are
owned by Motorola
International
Capital Corporation
and approximately
85% of the issued
and outstanding
shares of capital
stock are owned by Motorola
International Development
Corporation

SCHEDULE I

<PAGE>

EXHIBIT A-1

[Form of Syndicated Note]

PROMISSORY NOTE

$_______________ September 14, 1995
New York, New York

FOR VALUE RECEIVED, [MOTOROLA, INC.] [MOTOROLA CREDIT CORPORATION], a
Delaware corporation (the "BORROWER"), hereby promises to pay to
__________________ (the "BANK"), for account of its respective Applicable
Lending Offices provided for by the Credit Agreement referred to below, at the
principal office of The Chase Manhattan Bank (National Association) at 1 Chase
Manhattan Plaza, New York, New York 10081, the principal sum of _______________
Dollars (or such lesser amount as shall equal the aggregate unpaid principal
amount of the Syndicated Loans made by the Bank to the Borrower under the Credit
Agreement), in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount of each
such Syndicated Loan, at such office, in like money and funds, for the period
commencing on the date of such Syndicated Loan until such Syndicated Loan shall
be paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.

The date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Syndicated Loan made by the Bank to the Borrower, and
each payment made on account of the principal thereof, shall be recorded by the
Bank on its books and, prior to any transfer of this Note, endorsed by the Bank
on the schedule attached hereto or any continuation thereof, PROVIDED that the
failure of the Bank to make any such recordation or endorsement shall not affect
the obligations of the Borrower to make a payment when due of any amount owing
under the Credit Agreement or hereunder in respect of the Syndicated Loans made
by the Bank.

This Note is one of the Syndicated Notes referred to in the Credit
Agreement dated as of September 21, 1994 (as modified and supplemented and in
effect from time to time, the "CREDIT AGREEMENT") between Motorola, Inc.,
Motorola Credit Corporation, the lenders party thereto (including the Bank), and
The Chase Manhattan Bank (National Association), as Agent, providing for Loans
in an aggregate principal amount initially not to exceed $1,335,000,000, and
evidences Syndicated Loans made by the Bank to the Borrower thereunder. Terms
used but not defined in this Note have the respective meanings assigned to them
in the Credit Agreement.

SYNDICATED NOTE

<PAGE>

- 2 -

The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of
Syndicated Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement, this
Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the
law of the State of New York.

[MOTOROLA, INC.] [MOTOROLA
CREDIT CORPORATION]

By_________________________
Title:

SYNDICATED LOANS

<PAGE>

- 3 -

SCHEDULE OF SYNDICATED LOANS

Prin-
cipal Maturity Unpaid
Amount Type Date Amount Prin-
Date of of Interest of Paid or cipal Notation
Made Loan Loan Rate Loan Prepaid Amount Made By

SYNDICATED NOTE

<PAGE>

EXHIBIT A-2

[Form of Money Market Note]

PROMISSORY NOTE

September 14, 1995
New York, New York

FOR VALUE RECEIVED, [MOTOROLA, INC.] [MOTOROLA CREDIT CORPORATION], a
Delaware corporation (the "BORROWER"), hereby promises to pay to
__________________ (the "BANK"), for account of its respective Applicable
Lending Offices provided for by the Credit Agreement referred to below, at the
principal office of The Chase Manhattan Bank (National Association) at 1 Chase
Manhattan Plaza, New York, New York 10081, the aggregate unpaid principal amount
of the Money Market Loans made by the Bank to the Borrower under the Credit
Agreement, in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount of each
such Money Market Loan, at such office, in like money and funds, for the period
commencing on the date of such Money Market Loan until such Money Market Loan
shall be paid in full, at the rates per annum and on the dates provided in the
Credit Agreement.

This Note is one of the Money Market Notes referred to in the Credit
Agreement dated as of September 21, 1994 (as modified and supplemented and in
effect from time to time, the "CREDIT AGREEMENT") between Motorola, Inc.,
Motorola Credit Corporation, the lenders party thereto (including the Bank), and
The Chase Manhattan Bank (National Association), as Agent, providing for Loans
in an aggregate principal amount initially not to exceed $1,335,000,000, and
evidences Money Market Loans made by the Bank to the Borrower thereunder. Terms
used but not defined in this Note have the respective meanings assigned to them
in the Credit Agreement.

MONEY MARKET NOTE

<PAGE>

- 2 -

Except as permitted by Section 11.06 of the Credit Agreement, this
Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the
law of the State of New York.

[MOTOROLA, INC.] [MOTOROLA
CREDIT CORPORATION]

By_________________________
Title:

MONEY MARKET LOANS

<PAGE>

- 3 -

SCHEDULE OF MONEY MARKET LOANS

Principal
Date Amount Type Maturity Amount Unpaid
of of of Interest Date of Paid or Principal Notation
Loan Loan Loan Rate Loan Prepaid Amount Made by

MONEY MARKET NOTE

<PAGE>

EXHIBIT B

[Form of Opinion of Counsel to the Borrowers]

September 14, 1995

To the Banks party to the Five-Year
Credit Agreement, as amended by
Amendment No. 1 thereto, referred to
below and The Chase Manhattan Bank
(National Association), as Agent

Ladies and Gentlemen:

I have acted as counsel to Motorola, Inc. (the "COMPANY") and Motorola
Credit Corporation ("MOTOROLA CREDIT", and together with the Company, the
"BORROWERS") in connection with (i) the Credit Agreement (the "FIVE-YEAR CREDIT
AGREEMENT") dated as of September 21, 1994, between the Company, Motorola
Credit, the lenders named therein and The Chase Manhattan Bank (National
Association), as Agent, providing for loans to be made by said lenders to the
Borrowers in an aggregate principal amount initially not to exceed
$1,000,000,000, (ii) Amendment No. 1 thereto dated as of September 14, 1995 (the
"AMENDMENT") between the parties to the Five-Year Credit Agreement and two
additional lenders and (iii) the various other agreements and instruments
referred to in the next following paragraph. Terms defined in the Amendment
(including terms incorporated by reference into the Amendment) are used herein
as defined therein; in addition, the Five-Year Credit Agreement as amended by
the Amendment is referred to herein as the "AMENDED FIVE-YEAR CREDIT AGREEMENT"
and the new Notes delivered pursuant to the Amendment are referred to herein as
the "NEW NOTES". This opinion letter is being delivered pursuant to
Section 4(d) of the Amendment.

In rendering the opinions expressed below, I have examined the
following agreements, instruments and other documents:

(a) the Five-Year Credit Agreement;

(b) the Amendment;

(d) such records of the Borrowers and such other documents as I have
deemed necessary as a basis for the opinions expressed below.

The Amendment, the Amended Five-Year Credit Agreement and the New Notes are
collectively referred to as the "CREDIT DOCUMENTS".

OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

- 2 -

In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity with authentic original documents of all documents submitted to me as
copies. When relevant facts were not independently established, I have relied
upon statements of governmental officials and upon representations made in or
pursuant to the Amendment and the Five-Year Credit Agreement and certificates of
appropriate representatives of the Borrowers.

(i) such documents have been duly authorized by, have been duly
executed and delivered by, and constitute legal, valid, binding
and enforceable obligations of, all of the parties to such
documents;

(ii) all signatories to such documents have been duly authorized; and

(iii) all of the parties to such documents are duly organized and
validly existing and have the power and authority (corporate or
other) to execute, deliver and perform such documents.

OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

- 3 -
3. The execution and delivery by each Borrower of the Amendment and
the New Notes, the performance by such Borrower of the Credit Documents to
which it is a party, and the borrowings by such Borrower under the Amended
Five-Year Credit Agreement, have been duly authorized by all necessary
corporate action on the part of such Borrower.

4. The Amendment and the New Notes have been duly executed and
delivered by the Borrowers.

OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

- 4 -

The foregoing opinions are subject to the following comments and
qualifications:

(A) The enforceability of Section 11.03 of the Amended Five-Year
Credit Agreement may be limited by (i) laws rendering unenforceable
indemnification contrary to Federal or state securities laws and the public
policy underlying such laws and (ii) laws limiting the enforceability of
provisions exculpating or exempting a party, or requiring indemnification
of a party for, liability for its own action or inaction, to the extent the
action or inaction involves gross negligence, recklessness, willful
misconduct or unlawful conduct.

(B) The enforceability of provisions in the Credit Documents to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

(C) I express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Bank is located (other than the State of
Illinois) that limit the interest, fees or other charges such Bank may
impose, (ii) Section 4.07(c) of the Amended Five-Year Credit Agreement,
(iii) the second sentence of Section 11.10 of the Amended Five-Year Credit
Agreement, insofar as such sentence relates to the subject

OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

- 5 -

matter jurisdiction of the United States District Court for the Southern
District of New York to adjudicate any controversy related to the Credit
Documents, and (iv) the waiver of inconvenient forum set forth in Section
11.10 of the Amended Five-Year Credit Agreement with respect to proceedings
in the United States District Court for the Southern District of New York.

At the request of my clients, this opinion letter is, pursuant to
Section 4(d) of the Amendment, provided to you by me in my capacity as counsel
to the Borrowers and may not be relied upon by any Person for any purpose other
than in connection with the transactions contemplated by the Amendment and the
Amended Five-Year Credit Agreement without, in each instance, my prior written
consent.

Very truly yours,

OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

EXHIBIT C

[Form of Opinion of Special New York Counsel to Chase]

September 14, 1995

To the Banks party to the Five-Year
Credit Agreement, as amended by
Amendment No. 1 thereto, referred to
below and The Chase Manhattan Bank
(National Association), as Agent

Ladies and Gentlemen:

We have acted as special New York counsel to The Chase Manhattan Bank
(National Association) ("CHASE") in connection with (i) the Credit Agreement
dated as of September 21, 1994 (the "FIVE-YEAR CREDIT AGREEMENT") between
Motorola, Inc. (the "COMPANY"), Motorola Credit Corporation ("MOTOROLA CREDIT",
and together with the Company, the "BORROWERS"), the lenders named therein and
Chase, as Agent, providing for loans to be made by said lenders to the Borrowers
in an aggregate principal amount initially not to exceed $1,000,000,000, (ii)
Amendment No. 1 thereto dated as of September 14, 1995 (the "AMENDMENT") between
the parties to the Five-Year Credit Agreement and two additional lenders and
(iii) the various other agreements and instruments referred to in the next
following paragraph. Terms defined in the Amendment (including terms
incorporated by reference into the Amendment) are used herein as defined
therein; in addition, the Five-Year Credit Agreement as amended by the Amendment
is referred to herein as the "AMENDED FIVE-YEAR CREDIT AGREEMENT" and the new
Notes delivered pursuant to the Amendment are referred to herein as the "NEW
NOTES". This opinion letter is being delivered pursuant to Section 4(e) of the
Amendment.

In rendering the opinions expressed below, we have examined the
following agreements, instruments and other documents:

(a) the Five-Year Credit Agreement;

(b) the Amendment;

(c) such records of the Borrowers and such other documents as we have
deemed necessary as a basis for the opinions expressed below.

The Amendment, the Amended Five-Year Credit Agreement and the New Notes are
collectively referred to as the "CREDIT DOCUMENTS".

OPINION OF SPECIAL COUNSEL TO CHASE

<PAGE>

- 2 -

In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

(ii) all signatories to such documents have been duly authorized; and

(iii) all of the parties to such documents are duly organized and
validly existing and have the power and authority (corporate or
other) to execute, deliver and perform such documents.

The foregoing opinion is subject to the following comments and
qualifications:

OPINION OF SPECIAL COUNSEL TO CHASE

<PAGE>

- 3 -

(B) The enforceability of provisions in the Credit Documents to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

(C) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Bank is located (other than the State of New
York) that limit the interest, fees or other charges such Bank may impose,
(ii) Section 4.07(c) of the Amended Five-Year Credit Agreement, (iii) the
second sentence of Section 11.10 of the Amended Five-Year Credit Agreement,
insofar as such sentence relates to the subject matter jurisdiction of the
United States District Court for the Southern District of New York to
adjudicate any controversy related to the Credit Documents, and (iv) the
waiver of inconvenient forum set forth in Section 11.10 of the Amended
Five-Year Credit Agreement with respect to proceedings in the United States
District Court for the Southern District of New York.

OPINION OF SPECIAL COUNSEL TO CHASE

<PAGE>

- 4 -
At the request of our client, this opinion letter is, pursuant to
Section 4(e) of the Amendment, provided to you by us in our capacity as special
New York counsel to Chase and may not be relied upon by any Person for any
purpose other than in connection with the transactions contemplated by the
Amendment and the Amended Five-Year Credit Agreement without, in each instance,
our prior written consent.

Very truly yours,

[Opining and Consultant
Partner's initials]

<PAGE>
[LOGO]

EXHIBIT 23(b)

Consent of Independent Auditors

The Board of Directors
of Motorola, Inc.:

We Consent to the use of our audit reports dated January 9, 1995 on the
consolidated financial statements and financial statement schedule of Motorola,
Inc. and consolidated subsidiaries as of December 31, 1994 and 1993, and for
each of the years in the three-year period then ended incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG PEAT MARWICK LLP

Chicago, Illinois
September 21, 1995

<PAGE>

EXHIBIT 24

MOTOROLA, INC.

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned director and/or officer
of Motorola, Inc., a Delaware corporation, does hereby make, constitute and
appoint Gary L. Tooker, Christopher B. Galvin and Carl F. Koenemann, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of Motorola, Inc. to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by Motorola, Inc. with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of Motorola, Inc. debt and equity securities, and other
securities related thereto, in an aggregate amount not to exceed $1,000,000,000
proposed to be sold thereunder, and to file the same, with all exhibits thereto
and other supporting documents, with such Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
____ day of August, 1995.

<PAGE>

EXHIBIT 24

MOTOROLA, INC.

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
____ day of August, 1995.

<PAGE>

EXHIBIT 24

MOTOROLA, INC.

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
____ day of August, 1995.

<PAGE>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule to 10-Q
</LEGEND>
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUL-01-1995
<CASH> 760
<SECURITIES> 319
<RECEIVABLES> 4137
<ALLOWANCES> 119
<INVENTORY> 3182
<CURRENT-ASSETS> 10298
<PP&E> 15998
<DEPRECIATION> 7503
<TOTAL-ASSETS> 20465
<CURRENT-LIABILITIES> 7364
<BONDS> 1519
<COMMON> 1769
0
0
<OTHER-SE> 8210
<TOTAL-LIABILITY-AND-EQUITY> 20465
<SALES> 12888
<TOTAL-REVENUES> 0
<CGS> 8272
<TOTAL-COSTS> 10566<F1>
<OTHER-EXPENSES> 909<F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55
<INCOME-PRETAX> 1353
<INCOME-TAX> 500
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 853
<EPS-PRIMARY> 1.41
<EPS-DILUTED> 1.40
<FN>
<F1>Total cost includes cost of goods sold and selling, general and administrative
expenses.
<F2>Other expense includes depreciation expense.
</FN>

</TABLE>