ASSOCIATES FIRST CAPITAL CORP, S-3, 1995-06-30

ASSOCIATES FIRST CAPITAL CORP
S-3, 1995-06-30
PERSONAL CREDIT INSTITUTIONS

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 30, 1995

Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 06-0876639
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062-2729
214-541-4000

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

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

<TABLE>
<S> <C>
CHESTER D. LONGENECKER, ESQ. Copy to:
EXECUTIVE VICE PRESIDENT THOMAS E. DALE, ESQ.
AND GENERAL COUNSEL P.O. BOX 660237
250 EAST CARPENTER FREEWAY DALLAS, TEXAS 75266-0237
IRVING, TEXAS 75062-2729
214-541-4000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this registration statement as determined by
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. /X/
---------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities......... $300,000,000(1) 100% $300,000,000(2) $103,449
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities aggregating $300,000,000.

(2) Estimated solely for purpose of computing registration fee.

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

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

PROSPECTUS

[ASSOCIATES FIRST CAPITAL CORPORATION LOGO]

DEBT SECURITIES

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

Associates First Capital Corporation (the "Company") from time to time may
issue in one or more series its senior, unsecured debt securities ("Notes") for
proceeds up to $300,000,000. The Notes of each series may be offered from time
to time or on a continuous basis on terms determined by the Company at the time
of the offer. The specific designation, aggregate principal amount, rate (or
method of calculation) and time or intervals of payment of any interest,
authorized denominations, maturity or maturities or range of maturities,
offering price, any prepayment or redemption terms, provisions for establishing
different rates of interest and maturities for Notes of the same series or other
specific terms of the series of Notes in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus Supplement
("Prospectus Supplement").

The Notes may be sold through underwriters or agents, which may include AFC
Securities Inc., Dallas, Texas, an indirect subsidiary of the Company. The names
of any underwriters or agents involved in the sale of the Notes in respect of
which this Prospectus is being delivered and their compensation are set forth in
the accompanying Prospectus Supplement.

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

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

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

THE DATE OF THIS PROSPECTUS IS , 1995
<PAGE> 3

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY AGENT. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT NOR ANY TRANSACTION HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------

THE FOLLOWING INFORMATION, WHICH IS BEING DISCLOSED PURSUANT TO FLORIDA
LAW, IS ACCURATE AS OF THE DATE OF THIS PROSPECTUS: AUTOLATINA-COMERCIO,
NEGOCIOS E PARTICIPACOES LTDA., A BRAZILIAN COMPANY ("AUTOLATINA"), IS A JOINT
VENTURE BETWEEN FORD MOTOR COMPANY ("FORD", THE INDIRECT PARENT CORPORATION OF
THE COMPANY), AND VOLKSWAGEN AG IN WHICH FORD HAS A 49% OWNERSHIP INTEREST.
AUTOLATINA OCCASIONALLY SELLS VEHICLES TO PERSONS LOCATED IN CUBA. EACH SUCH
SALE IS MADE PURSUANT TO A SPECIFIC LICENSE GRANTED TO FORD BY THE U.S.
DEPARTMENT OF TREASURY. THE LAST SUCH SALE, WHICH INVOLVED ONE MEDICAL SUPPLY
VEHICLE, WAS MADE TO CUBANACAN IN APRIL 1991. CURRENT INFORMATION CONCERNING
AUTOLATINA'S OR ITS FORD-RELATED AFFILIATES' BUSINESS DEALINGS WITH THE
GOVERNMENT OF CUBA OR WITH PERSONS LOCATED IN CUBA MAY BE OBTAINED FROM THE
STATE OF FLORIDA DEPARTMENT OF BANKING AND FINANCE AT THE CAPITOL BUILDING,
SUITE 1401, TALLAHASSEE, FLORIDA 32399-0350 (TELEPHONE NUMBER 904-488-0545).

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. This Prospectus does not contain all information set forth in
the Registration Statement and Exhibits thereto which the Company has filed with
the Commission under the Securities Act of 1933 and to which reference is hereby
made.

The Company does not publish annual or other periodic reports to security
holders.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, and its Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, heretofore filed with the Commission pursuant to the Securities Exchange
Act of 1934, are incorporated herein by reference. All documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date hereof and prior to the termination of the offering
of Notes offered hereby shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST BY SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO: ASSOCIATES FIRST CAPITAL
CORPORATION, P.O. BOX 660237, DALLAS, TX 75266-0237, ATTENTION: SECRETARY (TEL.
214-541-4000).

2
<PAGE> 4
THE COMPANY

Associates First Capital Corporation ("First Capital" or the "Company"), a
Delaware corporation, is an indirect subsidiary of Ford Motor Company. First
Capital's principal operating subsidiary is Associates Corporation of North
America ("Associates"), the second largest independent finance company in the
United States as of September 30, 1994. Unless the context otherwise requires,
reference to First Capital or Associates includes each parent company and all
its subsidiaries.

First Capital, through 1,473 branch offices in the United States at
December 31, 1994, is engaged primarily in consumer finance, commercial finance
and insurance underwriting. The consumer finance operation is engaged in making
and investing in residential real estate-secured loans to individuals, making
secured and unsecured installment loans to individuals, purchasing consumer
retail installment obligations, investing in credit card receivables, financing
manufactured housing purchases, and providing other consumer financial services.
The commercial finance operation is principally engaged in the purchase of time
sales obligations and leases, direct leases and secured direct loans, and sales
of other financial services, including automobile club, mortgage banking and
relocation services. The insurance operation is engaged in the property and
casualty insurance business and in the credit life, credit accident and health
and accidental death and dismemberment insurance business, principally for
customers of the finance operations of the Company.

The principal executive offices of the Company are located at 250 East
Carpenter Freeway, Irving, TX 75062-2729 and its mailing address is P.O. Box
660237, Dallas, TX 75266-0237 (tel. 214-541-4000).

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:

[CAPTION]
<TABLE>
Three Months
YEAR ENDED DECEMBER 31, Ended
- -------------------------------------------------------- March 31,
1990 1991 1992 1993 1994 1995
- ---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
1.37 1.40 1.47 1.56 1.57 1.50
</TABLE>

For purposes of computing the Ratio of Earnings to Fixed Charges, "Earnings"
represent earnings before provision for income taxes and cumulative effect of
changes in accounting principles, plus fixed charges. "Fixed Charges" represent
interest expense and a portion of rentals representative of an implicit interest
factor for such rentals.

APPLICATION OF PROCEEDS

The entire net proceeds to be received by First Capital from the sale of
Notes (without any firm commitment by anyone to purchase such Notes and with
respect to which there can be no assurance that any of the Notes will be sold)
will be added to the general funds of First Capital. The proceeds will be used
by First Capital to pay interest and principal on outstanding indebtedness
(including notes previously issued) and additionally may be used to enter, by
acquisition or otherwise, additional fields of business activities which First
Capital shall consider to be compatible with its present activities, or may be
advanced to or invested in subsidiaries or affiliates, the most significant of
which is Associates, for such purposes as relate to their respective businesses.
As is

3
<PAGE> 5

common to companies in the finance industry, Associates uses its equity to
support unsecured borrowings of both long and short-term debt in a total amount
substantially greater than its equity. Consequently, any part of the proceeds
generated from sales of the Notes offered hereby which is invested in the equity
of Associates will become part of the borrowing base of Associates and would be
subject to unsecured claims of the debtholders of Associates, if Associates
should be unable to repay its borrowings as they mature. The amount of funds to
be used for any of these purposes is not now determinable.

DESCRIPTION OF NOTES

The Notes are to be issued under an indenture dated as of June 15, 1995
(the "Indenture") between the Company and First Interstate Bank of Texas, N.A.,
as Trustee (the "Trustee"), which may be supplemented from time to time, a copy
of which is filed as an exhibit to the Registration Statement. The following
statements are subject to the detailed provisions of the Indenture, including
the definition of certain terms. Whenever particular articles, sections or
defined terms (capitalized hereinbelow) are referred to, they are incorporated
by reference as a part of the statement which is qualified in its entirety by
such reference. All numerical references set forth herein relate to the Original
Indenture, unless specific reference is made to a Supplemental Indenture.

The Notes offered hereby are subject to withdrawal, cancellation or
modification of the offer without notice, to the approval of Chester D.
Longenecker, Esq., Executive Vice President and General Counsel of the Company,
and to the Company's right to reject orders in whole or in part.

GENERAL

The Indenture does not limit the amount of Notes which may be issued
thereunder and provides that the Notes may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by the
Company. Reference is made to the Prospectus Supplement which accompanies this
Prospectus for the following terms and other information with respect to the
Notes being offered thereby: (1) the designation, aggregate principal amount and
authorized denominations of such Notes; (2) the percentage of their principal
amount at which such Notes will be issued; (3) the maturities; (4) the rate per
annum at which such Notes will bear interest, if any, or the method of
determination of such rate; (5) the dates or intervals on which such interest,
if any, will be payable; (6) provisions for establishing different rates of
interest and maturities for Notes of the same series; (7) whether such Notes are
to be issued in whole or in part in the form of one or more global securities
(each a "Global Note") and, if so, the identity of the agent of the Noteholders
for such Global Note or Global Notes; and (8) any prepayment or redemption
terms, or other specific terms.

The Notes are to be issued in any denomination equal to or exceeding the
minimum denomination as determined by First Capital from time to time.
Additional notes may be issued in one or more series from time to time upon the
written order of First Capital in such aggregate principal amounts as may be
authorized by the Board of Directors or the Executive Committee of the Board of
Directors.

Principal and interest, if any, may be payable at the principal office of
the Company in Irving, Texas, or at such other office which the Company may
designate from time to time by notifying the Holders of the Notes (or, if the
Prospectus Supplement so states, by electronic transfer directly to a
Noteholder's account, for which a service charge may be assessed by the
Company); provided that payment of interest, if any, may be made at the option
of the Company by check mailed to the

4
<PAGE> 6

persons in whose names the Notes are registered at the close of business on the
most recent record date preceding the Interest Payment Date.

If the Prospectus Supplement so states, the Company may from time to time
offer and sell Notes which, at the Company's election, are not initially
represented by definitive certificates but rather an interest in a Global Note
held by an agent of such Noteholders. In such event, Noteholders will receive a
notice of purchase for each Note so purchased and held as well as interest
payments in the regular manner. Definitive Notes will be issued only in fully
registered form without coupons. The Notes may be transferred or exchanged at
the aforementioned offices, subject to the limitations provided in the
Indenture, without the payment of any service charge except for any tax or
governmental charge incidental thereto. (Article Three)

SUPERIOR INDEBTEDNESS

The Notes will constitute part of the Superior Indebtedness of the Company
and rank pari passu with all outstanding senior debt. (sec. 6.02)

MODIFICATION OF INDENTURE

The Indenture, the rights and obligations of the Company and the rights of
the Noteholders may be modified with the consent of the Noteholders of not less
than 66 2/3% in principal amount of the Notes then outstanding, and, in the case
of where one or more but less than all of the series of Notes issued under the
Indenture are so affected, of not less than 66 2/3% in principal amount of the
Notes of each series affected by the modification or amendment as a separate
class. No modification of the terms of payment of principal or interest, no
modification subordinating the indebtedness evidenced by the Notes to any other
indebtedness of the Company and no modification reducing the percentage required
for modification is effective against any Holder without his consent.
(sec. 6.03; Article Twelve)

EVENTS OF DEFAULT

The Indenture provides that the following are Events of Default with
respect to the Notes: default in the payment of the principal of the Notes when
and as the same shall be due and payable; default in making a sinking fund
payment, if any, when and as the same shall be due and payable by the terms of
the Notes; default of 30 days in the payment of any installment of interest on
any Note; default for 60 days after notice in the performance of any other
covenant in respect of the Notes contained in the Indenture; certain events of
bankruptcy, insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or its property; and default of 30 days in
the payment of any installment of interest on any evidence of indebtedness
issued, assumed or guaranteed by the Company or default in the payment of any
principal on any such evidence of indebtedness. (sec. 8.01) An Event of Default
with respect to a particular series of notes issued under the Indenture does not
necessarily constitute an Event of Default with respect to any other series of
notes issued thereunder. The Trustee may withhold notice to the Holders of Notes
of any default with respect to such series (except in the payment of principal
or interest) if it considers such withholding in the interests of such Holders.
(sec. 9.02)

If an Event of Default with respect to the Notes shall have occurred and be
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes may declare the principal of and the interest
accrued but unpaid to the date of such declaration on all of the Notes to be due
and payable immediately. (sec. 8.01)

5
<PAGE> 7

Within four months after the close of each fiscal year, the Company must
file with the Trustee a certificate, signed by specified officers, stating
whether or not such officers have knowledge of any default, and, if so,
specifying each such default and the nature thereof. (sec. 6.02)

Subject to provisions relating to its duties in case of default, the
Trustee shall be under no obligation to exercise any of its rights or powers
under the Indenture at the request, order or direction of any Holders, unless
such Holders shall have offered to the Trustee reasonable indemnity. (sec. 9.03)
Subject to such provisions of indemnification, the Holders of a majority in
principal amount of the Notes 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 upon the Trustee, with respect to the Notes.
(sec. 8.06)

INFORMATION CONCERNING THE TRUSTEE

The Company and certain of its subsidiaries maintain deposit accounts with
the Trustee; a subsidiary has borrowed from the Trustee; and Associates from
time to time borrows from said Trustee and conducts other banking transactions
with it. The Trustee also serves as Trustee with respect to Investment Notes
heretofore issued by the Company.

PLAN OF DISTRIBUTION

The Company may sell the Notes through underwriters or dealers or through
agents. The Prospectus Supplement with respect to the Notes being offered
thereby sets forth the terms of the offering of such Notes, including the name
or names of any underwriters, the purchase price of such Notes and the proceeds
to the Company from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers. Only
underwriters so named in the Prospectus Supplement are deemed to be underwriters
in connection with the Notes offered thereby.

If underwriters are used in the sale, the Notes will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of
the underwriters to purchase such Notes will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the Notes of
the series offered by the Company's Prospectus Supplement if any of such Notes
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.

The Notes may also be sold through agents designated by the Company from
time to time, which may include AFC Securities Inc. ("AFC"), an indirect
subsidiary of the Company. The business of AFC is limited to the sale of
securities issued by First Capital and Associates on a best efforts basis.

The Prospectus Supplement identifies any agent involved in the offering and
sale of the Notes, any commissions payable by the Company to such agent, and any
initial public offering price and any discounts allowed or reallowed or paid to
dealers. Notes may be acquired by agents for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale.

6
<PAGE> 8

Unless otherwise indicated in the Prospectus Supplement, any such agent is
acting on a best efforts basis for the period of its appointment.

Some of the selling agents of AFC are full time employees. Certain other
selling agents of AFC are full time employees of Associates whose primary duties
are in areas other than the sale of Notes. On all sales made by AFC, First
Capital will pay commissions to AFC in amounts agreed upon from time to time
with respect to each series of Notes for which AFC is appointed a selling agent.
In addition, First Capital will reimburse expenses of AFC incurred in the
offering and sale of Notes for which AFC has been appointed sales agent.

The Notes will not be listed on any securities exchange and the Company has
no knowledge that any securities broker will make a market for the subsequent
sale of the Notes by any purchaser.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Notes providing for payment and delivery on a future date
specified in the Prospectus Supplement. There may be limitations on the minimum
amount which may be purchased by any such institutional investor or on the
portion of the aggregate principal amount of the particular Notes which may be
sold pursuant to such arrangements. Institutional investors to which such offers
may be made, when authorized, include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and such other institutions as may be approved by the Company. The
obligations of any such purchasers pursuant to such delayed delivery and payment
arrangements will not be subject to any conditions except (i) the purchase by an
institution of the particular Notes shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject, and (ii) if the particular Notes are being sold to
underwriters, the Company shall have sold to such underwriters the total
principal amount of such Notes less the principal amount thereof covered by such
arrangements. Underwriters will not have any responsibility in respect of the
validity of such arrangements or the performance of the Company or such
institutional investors thereunder.

Agents and underwriters 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 of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may engage in transactions with, or
perform services for, the Company in the ordinary course of business.

No purchaser may, without the consent of an executive officer of First
Capital, acquire or be a registered Holder of Notes exceeding in the aggregate
of $250,000.

This offering complies with Schedule E of the NASD By-Laws.

LEGAL OPINIONS

The legality of the Notes offered hereby is being passed upon for First
Capital by Thomas E. Dale or Timothy M. Hayes, each an Assistant General
Counsel, 250 E. Carpenter Freeway, Irving, Texas 75062.

7
<PAGE> 9

EXPERTS

The consolidated balance sheets as of December 31, 1994 and 1993 and the
consolidated statements of earnings, changes in stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 1994, and the
financial statement schedule, all of which are incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

8
<PAGE> 10

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission......................... $ 103,448
Listing Fees............................................................. None
Accounting Fees.......................................................... 10,000*
Legal Fees............................................................... None
Printing and Engraving................................................... 135,000*
Trustee's Charges........................................................ 60,000*
Rating Agency Fees....................................................... 30,000*
Blue Sky Fees and Expenses............................................... 70,000*
Advertising and Other Expenses........................................... 700,000*
---------
Total.................................................................. $1,108,448*
=========
</TABLE>

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

* Estimated subject to future contingencies.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company shall indemnify, pursuant to and under the provisions of
Article 12 of its Certificate of Incorporation, as amended, (hereinafter called
the "Article"), present or former directors, officers of the Company, agents of
the Company, and persons who, at the request of the Company, serve as such for
other corporations or business entities. This indemnification applies to claims,
actions, suits and proceedings, whether civil, criminal, administrative or
investigative, brought by reason of the position of such person with the Company
or such other corporation or business entity or as a result of action taken (or
not taken) by such person in the course and scope of his employment.

Indemnification shall include the reasonable expenses of the person to be
indemnified and judgments, fines and settlement payments. The Company is
authorized to advance expenses against an undertaking by the director, officer,
employee or agent to repay the same unless he is ultimately entitled to and is
granted indemnification under the Article. The right of indemnification under
the Article is not exclusive of any other rights to which directors, officers,
employees or agents would otherwise be entitled by contract or otherwise. The
Company does not know of any past, pending or threatened litigation which might
result in claims for indemnification under the Article.

Under Section 145 of the General Corporation Law of the State of Delaware,
the Company has the power to indemnify the same persons, and under the same
circumstances, covered by the existing Article against expenses actually and
reasonably incurred by them in connection with the defense of any action, suit
or proceeding, civil or criminal, in which they are made parties by reason of
being or having been an officer, director, employee or agent. This power is
supplemental to the provisions of the existing Article and in the opinion of
Counsel for the Company is included within the scope of the present Article.

The Company is insured for liabilities it may incur pursuant to its
Certificate of Incorporation relating to the indemnification of directors,
officers and employees. In addition, directors, officers and certain key
employees are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
the Company's Certificate of Incorporation.

II-1
<PAGE> 11

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF INSTRUMENT
<C> <S>
1(a) -- Form of Sales Agreement to be entered into between Associates First
Capital Corporation and AFC Securities Inc.
+1(b) -- Form of underwriting agreement, if any.
+4(a) -- Form of definitive registered Investment Note.
4(b) -- Form of Global Investment Note.
+4(c) -- Form of Debt Securities other than Investment Notes.
*4(d) -- Indenture dated as of June 15, 1995, between Associates First Capital
Corporation and First Interstate Bank of Texas, N.A., as Trustee,
with respect to the Notes.
*5 -- Opinion and consent of Timothy M. Hayes.
12 -- The computation of ratio of earnings to fixed charges for the five
fiscal years ended December 31, 1994 are incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. The computation of ratio of earnings to fixed
charges for the three-month period ended March 31, 1995 is
incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995.
*24 -- Consent of Coopers & Lybrand L.L.P. The consent of Timothy M. Hayes
is included in his opinion referred to in Exhibit 5 above.
*25 -- Powers of Attorney.
*26 -- Form T-1, Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of First Interstate Bank of Texas, N.A., as
Trustee, under the Indenture pursuant to which the Debt Securities
are to be issued.
</TABLE>

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

+ To be filed as an exhibit to Current Report on Form 8-K.

Incorporated by reference to the Company's Registration Statement No.
33-39453.

* Filed herewith.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

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

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

(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;

II-2
<PAGE> 12

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

(4) That, for the 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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 provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 13

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN IRVING, STATE OF TEXAS, ON THE 30TH DAY OF JUNE, 1995.

ASSOCIATES FIRST CAPITAL CORPORATION

By /s/ ROY A. GUTHRIE
--------------------------------
Title: Executive Vice President,
Comptroller
and Principal Accounting Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------------------------
<C> <S> <C>
*KEITH W. HUGHES Chairman of the Board,
--------------------------------- Principal Executive Officer
(Keith W. Hughes) and Director

*JAMES E. JACK Senior Executive Vice
--------------------------------- President, Principal
(James E. Jack) Financial Officer
and Director

/s/ ROY A. GUTHRIE Executive Vice President, June 30, 1995
---------------------------------- Comptroller, Principal
(Roy A. Guthrie) Accounting Officer
and Director

----------------------------------- Director
(Harold D. Marshall)

*JOSEPH M. McQUILLAN Director
-----------------------------------
(Joseph M. McQuillan)
</TABLE>

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

* By signing his name hereto, Roy A. Guthrie signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.

By /s/ ROY A. GUTHRIE
--------------------------------
Attorney-in-Fact

II-4
<PAGE> 14

EXHIBIT INDEX

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

+ To be filed as an exhibit to Current Report on Form 8-K.

Incorporated by reference to the Company's Registration Statement No.
33-39453.

* Filed herewith.

<PAGE> 1
EXHIBIT 4(d)

AFCC DRAFT 6/23/95

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

ASSOCIATES FIRST CAPITAL CORPORATION

AND

FIRST INTERSTATE BANK OF TEXAS, N.A.
Trustee

__________________________________

INDENTURE

___________________________________

Dated as of June 15, 1995

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

<PAGE> 2
ASSOCIATES FIRST CAPITA CORPORATION
CROSS-REFERENCE SHEET*

Showing the Location in the Indenture of the Provisions Inserted
Pursuant to Sections 310 to 318(a) inclusive of the Trust Indenture Act of
1939.

<TABLE>
<CAPTION>
Provision of Trust Indenture Act of 1939 Indenture Provision
<S> <C> <C>
Section 310 (a)(1), (2) . . . . . . . . . . . . . . . . . . . . . Section 9.09
(3) . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(4) . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Section 9.08; Section 9.10(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
Section 311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . Section 9.13(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Section 9.13(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . Sections 7.01, 7.02(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.02(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.02(c)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.04(a)
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(2) . . . . . . . . . . . . . . . . . . . . . . . Section 7.04(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.04(a); Section 7.04(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.04(d)
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.03
(d) . . . . . . . . . . . . . . . . . . . . . . . . . Section Not applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.03
(f) . . . . . . . . . . . . . . . . . . . . . . . . . Not applicalbe
Section 315 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . Section 9.01(a)(1)
(2) . . . . . . . . . . . . . . . . . . . . . . . Section 9.01(a)(2)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.04(a)(6); Section 9.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Section 9.01(b)
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . Section 9.01(a)
(2) . . . . . . . . . . . . . . . . . . . . . . . Section 9.01(c)(2)
(3) . . . . . . . . . . . . . . . . . . . . . . . Section 9.01(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . Section 8.07
Section 316 (a) . . . . . . . . . . . . . . . . . . . . . . . . . Section 8.04; Section 8.06
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Section 8.04
(c) . . . . . . . . . . . . . . . . . . . . . . . . . Section 10.01
Section 317 (a)(1), (2) . . . . . . . . . . . . . . . . . . . . . Section 8.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . Section 6.02(9), (10)
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . Section 13.07
</TABLE>

________________________
*This Cross-Reference Sheet is not part of the Indenture.
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE ONE - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-------------------
1.02. Other Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------------------
1.03. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
------------------------------------

ARTICLE TWO - NOTE FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.01. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
---------------
2.02. Form of Certificate of Authentication or Countersignature . . . . . . . . . . . . . . . . . . . . . . . . . 8
---------------------------------------------------------
2.03. Notes Issuable in the Form of a Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
-------------------------------------------
2.04. Book Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
----------------

ARTICLE THREE - THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.01. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
------------------------------------
3.02. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-------------
3.03. Issuance and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-------------------
3.04. Issuance of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-----------------
3.05. Exchange and Registration of Transfer of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
----------------------------------------------
3.06. Mutilated, Destroyed, Lost or Stolen Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
------------------------------------------
3.07. Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
---------------
3.08. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
----------------------------------------------
3.09. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
------------
3.10. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-----------------------

ARTICLE FOUR - REDEMPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.01. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
------------------------
4.02. Notice of Redemption; Selection of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-------------------- ------------------
4.03. Payment of Notes Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
--------------------------------------

ARTICLE FIVE - SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.01. Applicable of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
---------------------
5.02. Satisfaction of Mandatory Sinking Fund Payments With Notes . . . . . . . . . . . . . . . . . . . . . . . 19
----------------------------------------------------------
5.03. Redemption of Notes for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
------------------------------------

SECTION SIX - CERTAIN COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.01. Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
----------------
6.02. Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
---------------
6.03. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
------

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTSBY THE COMPANY AND THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 24
7.01. Semi-Annual Lists of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------------------------
7.02. Preservation of Information, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
---------------------------------
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
7.03. Periodic Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
---------------------------
7.04. Trustee's Reports to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
----------------------------

ARTICLE EIGHT - REMEDIES OF THE TRUSTEE AND HOLDERSON EVENT OR DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 28
8.01. Events of Default; Effect Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
---------------------------------
8.02. Collection of Indebtedness by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-------------------------------------
8.03. Application of Moneys Collected by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
------------------------------------------
8.04. Limitation on Suits on Indenture; No Limitation on Suits on Notes . . . . . . . . . . . . . . . . . . . . 32
-----------------------------------------------------------------
8.05. Remedies Cumulative; Delay not to Impair Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
-----------------------------------------------
8.06. Directions by Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
------------------------------
8.07. Undertakings for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
----------------------

ARTICLE NINE - CONCERNING THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
9.01. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
-----------------------------------
9.02. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
------------------
9.03. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
-------------------------
9.04. Not Responsible for Recitals or Issuance of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
-------------------------------------------------
9.05. May Hold Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
--------------
9.06. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
-------------------
9.07. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
------------------------------
9.08. Disqualification; Conflicting Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
--------------------------------------
9.09. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
---------------------------------------
9.10. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
-------------------------------------------------
9.11. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
--------------------------------------
9.12. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . . . 40
-----------------------------------------------------------
9.13. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-------------------------------------------------
9.14. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
-----------------------------------

ARTICLE TEN - CONCERNING THE HOLDERS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.01. Action by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-----------------
10.02. Proof of Execution of Instruments by Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . 45
----------------------------------------------------------
10.04. Revocation of Consents; Future Holders Bound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
--------------------------------------------

ARTICLE ELEVEN - HOLDER'S MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
11.01. Purposes of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
--------------------
11.02. Call of Meetings by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
---------------------------
11.03. Call of Meetings by Company or Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
--------------------------------------
11.04. Qualifications for Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
-------------------------
11.05. Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
-----------
11.06. Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
------
11.07. No Delay of Rights by Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-----------------------------

ARTICLE TWELVE - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
12.01. Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-----------------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
12.02. Notice of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
--------------------------------
12.03. Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
--------------------------------
12.04. Notation on Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
-----------------
12.05. Issuance of Notes by Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
------------------------------------------

ARTICLE THIRTEEN - SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS . . . . . . . . . . . . . . . . . . . . 50
13.01. Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
--------------------------
13.02. Application of Monies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
---------------------
13.03. Repayment of Moneys by Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
------------------------------------
13.04. Unclaimed Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
---------------

ARTICLE FOURTEEN - MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
14.01. Limitation of Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
----------------------------------
14.02. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
----------
14.03. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
-------------------------
14.04. Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
---------------------
14.05. Cross Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
---------------
14.06. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
------------
14.07. Headings Note to Affect Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
------------------------------------
14.08. Trust Indenture Act to Govern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
-----------------------------
14.09. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
--------------
14.10. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
--------------
</TABLE>
<PAGE> 6

THIS INDENTURE, dated as of June 15, 1995, between Associates First
Capital Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter sometimes called the "Company"), and
________ ____________________________________________, a ______________________
____________________ banking association duly incorporated and existing under
the laws of ___________________________________________ and authorized to
accept and execute trusts (hereinafter sometimes 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 promissory notes
or other evidences of indebtedness to be issued in one or more series (herein
called the "Notes"), as in this Indenture provided, up to such principal amount
or amounts as may from time to time be authorized in or pursuant to the
authority granted in one or more resolutions of the Board of Directors.

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 Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes or of the series thereof, as
follows:

ARTICLE ONE - DEFINITIONS

Section 1.01. Certain Definitions. The terms defined in this Section
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section 1.01 (such definitions to be applicable to both the singular and the
plural form of the terms defined). All other terms used in this Indenture
which are defined in the Trust Indenture Act, or which are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in
such Securities Act as in force at the date of the original execution of this
Indenture.

Affiliate:

"Affiliate" of the Company or any other obligor on the Notes shall
mean any person or corporation directly or indirectly controlling, controlled
by, or under direct or indirect common control with, the Company or such
obligor on the Notes.

Authenticating Agent:

"Authenticating Agent" shall mean any authenticating agent appointed
by the Trustee pursuant to Section 9.14.

Authorized Newspaper:
<PAGE> 7
"Authorized Newspaper" shall mean a newspaper printed in the English
language and customarily published and of general circulation in the City of
Dallas, Texas, at least once on each day, other than holidays, Saturdays and
Sundays, in each calendar week.

Board of Directors:

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

Board Resolution:

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

Book Entry Note:

"Book Entry Note". See Section 2.01.

Business Day:

"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of New
York, New York,, are authorized or are obligated by law or executive order to
close.

Company:

"Company" shall mean Associates First Capital Corporation, a Delaware
corporation, until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

Company Order and Company Request:

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

Corporate Trust Office:

"Corporate Trust Office" shall mean the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered.

Depository:

"Depository" shall mean with respect to Notes of any series for which
the Company shall

2
<PAGE> 8
determine that any portion of such Notes will or may be represented by a Global
Note, such banking institution, trust company, securities clearing corporation
or other entity, or any successor or assign which, may be designated by the
Company pursuant to either Section 2.03 or 3.01 for each such series.

Event of Default:

"Event of Default". See Section 8.01.

Global Note:

"Global Note" shall mean, with respect to any series of Notes, a
certificated Note executed by the Company and authenticated and delivered by
the Trustee to the Depository or pursuant to the Depository's instruction, all
in accordance with this Indenture and pursuant to a Company Order, which (i)
shall be registered in the name of the Depository or its nominee and (ii) shall
represent, and shall be denominated in an amount equal to all or a portion of
the aggregate principal amount, of the Outstanding Notes of such series.

Holder:

"Holder" shall mean a Person in whose name a Note is registered on the
books of the Company kept for that purpose in accordance with the terms of the
Indenture.

Indenture:

"Indenture" shall mean this instrument as originally executed, or as
it may be amended or supplemented from time to time as herein provided, and
shall include the form and terms of particular series of Notes established as
contemplated hereunder.

Instruction:

"Instruction" shall mean any written direction, in form acceptable to
the Company, by a Holder of a Book Entry Note to the Company or Trustee
regarding the Book Entry Note so held.

Interest:

The term "interest" when used with respect to non-interest bearing
Notes, means interest payable after Maturity.

Interest Payment Date:

"Interest Payment Date" shall mean the Stated Maturity of an
installment of interest on the Notes of any series.

Maturity:

3
<PAGE> 9
"Maturity" when used with respect of any Note, shall mean the date on
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.

Note:

"Note" or "Notes". See Recitals of the Company.

Noteholder:

"Noteholder", "Holders of Notes" or other similar term, shall mean any
person who shall at the time be the Holder of any Note.

Note Register and Note Registrar:

"Note Register" and "Note Registrar". See Section 3.05.

Officers' Certificate:

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

Opinion of Counsel:

"Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or of counsel to the Company, or may be
other counsel satisfactory to the Trustee.

Original Issue Discount Note:

"Original Issue Discount Note" shall mean any Note 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 8.01.

Outstanding:

"Outstanding", when used with reference to Notes, shall mean, as of
any particular time, all Notes authenticated and delivered by the Trustee under
this Indenture and all Notes issued in book entry form, except

(a) Notes theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation and Book Entry Notes for which notice
has been delivered to the Trustee that such Notes have been paid or
exchanged for certificated Notes;

(b) Notes, or portions thereof, for the payment or redemption
of which moneys in the

4
<PAGE> 10
necessary amount shall have been deposited in trust with the Trustee
or with any Paying Agent (other than the Company or any other obligor
on the Notes) or shall have been set aside and segregated in trust by
the Company or any other obligor on the Notes (if the Company or any
other obligor on the Notes shall act as its own Paying Agent),
provided that if such Notes are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as in Article
Four provided, or provision satisfactory to the Trustee shall have
been made for giving such notice; and

(c) Notes in lieu of and in substitution for which other
Notes shall have been authenticated and delivered pursuant to Section
3.06 other than any such Notes in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Notes
are held by a bona fide purchaser in whose hands such Notes are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Notes Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or 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 Notes which the Trustee knows to be so owned shall be so
disregarded. Notes 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 rights so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or such other obligor. In determining whether the Holders of
the requisite principal amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Note that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 8.01.

Overdue Rate:

"Overdue Rate" with respect to any series of Notes shall mean the rate
designated as such in the resolution of the Board of Directors or the
supplemental indenture, as the case may be, relating to such series as
contemplated by Section 3.01. Paying Agent:

Paying Agent:

"Paying Agent" shall mean any person authorized by the Company to pay
the principal of, or premium or interest on, any Notes on behalf of the
Company.

Person:

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

5
<PAGE> 11
Predecessor Note:

"Predecessor Note" of any particular Note shall mean every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note.

Redemption Date:

"Redemption Date" when used with respect to any Note to be redeemed
shall mean the date fixed for such redemption by or pursuant to this Indenture.

Redemption Price:

"Redemption Price" when used with respect to any Note to be redeemed
shall mean the price at which it is to be redeemed pursuant to this Indenture.

Responsible Officer:

"Responsible Officer" when used with respect to the Trustee shall mean
the chairman of the board of directors, a vice chairman of the board of
directors, the chairman of the executive committee, the president, any vice
president, the secretary, the treasurer, any trust officer, or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

Stated Maturity:

"Stated Maturity" when used with respect to any Note shall mean the
date specified in such Note as the fixed date on which the principal of,
premium, if any, or interest, if any, on such Note is due and payable.

Subsidiary:

"Subsidiary" shall mean any corporation of which the Company at the
time owns or controls, directly and/or through any intervening medium, more
than fifty percent (50%) of the outstanding stock having ordinary voting power.

Superior Indebtedness:

"Superior Indebtedness". See Section 6.02(6).

Trustee:

"Trustee" shall mean First Interstate Bank of Texas, N.A., and,
subject to the provisions of

6
<PAGE> 12
Article Nine, shall also include its successors and assigns. If there shall be
more than one Trustee at any one time, "Trustee" shall mean each such Trustee
and shall apply to each such Trustee only with respect to those series of Notes
with respect to which it is serving as Trustee.

Trust Indenture Act:

Except as provided in Section 12.01, "Trust Indenture Act" shall mean
the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act
of 1990 and in force at the date of execution of this Indenture.

Section 1.02. Other Defined Terms. Certain other terms are defined
in Article Nine.

Section 1.03. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 6.02(II)) 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 examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

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

ARTICLE TWO - NOTE FORMS

Section 2.01. Forms Generally. The Notes of each series shall be in
substantially the form as shall be established by or pursuant to the authority
granted in a resolution of the Board of Directors or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or as may, consistently herewith, be determined by the
officers

7
<PAGE> 13
executing such Notes, as evidenced by their execution of the Notes or may be in
book entry form which are evidenced by an individual record or entries in the
name of the particular Holder established on the Note Register ("Book Entry
Notes").

The definitive certificated Notes of each series may be printed,
lithographed or engraved or may be produced in any other manner, all as
determined by the officers executing such Notes, as evidenced by their
execution of such Notes. Book Entry Notes shall be subject to all of the terms
of certificated Notes of the same series except that authentication shall not
be required for Book Entry Notes and an authorized officer shall cause such
notice or reports to be sent to Holders of Book Entry Notes and to the Trustee
as such officer deems necessary or advisable.

Section 2.02. Form of Certificate of Authentication or
Countersignature. The Trustee's Certificate of Authentication on certificated
Notes shall be in substantially the following form:

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

FIRST INTERSTATE BANK OF TEXAS, N.A.,

as Trustee

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

The Note Registrar's countersignature on all confirmations of Book
Entry Notes shall be in substantially the following form:

[Name of Note Registrar]

By Attorney-in-fact
------------------------------------------

Section 2.03. Notes Issuable in the Form of a Global Note. Pursuant
to Section 3.01, the Company may establish that all or part of the aggregate
principal amount of a particular series may be issued and represented by a
single Global Note issued in registered form without interest coupons up to the
aggregate principal amount of such series. The Global Note shall be
authenticated by the Trustee as provided in Section 3.03, registered in the
name of the Depository or its nominee as provided in Section 3.05 and delivered
to the Depository. The Depository may act as agent for owners of beneficial
interests in the Global Note. The Global Note shall be a form of certificated
Notes and will represent beneficial interests in the principal amount thereof
having different interest rates, interest payment terms and maturity dates from
time to time.

Upon request of a beneficial interest holder of the Global Note, or
the Company, beneficial interests in the Global Note, may be exchanged, as a
whole or in part, for Notes or Book Entry Notes,

8
<PAGE> 14
in exchange for an equal aggregate principal amount of Notes having interest
rates, interest payment terms and maturity dates the same as the beneficial
interests so exchanged. Such other certificated Notes or Book Entry Notes
shall be registered by the Note Registrar in the name or names and aggregate
principal amount or amounts and other terms as are provided in appropriate
instructions pursuant to Section 3.05.

No service charge will be made for any registration of transfer or
exchange of Notes or beneficial interests of the Global Note, if any,
hereunder, except that a Person receiving Notes must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not receive such Notes in exchange for an interest in the Global Note in
Person at the offices of the Depository and the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes.

Upon the occurrence of Maturity and payment in full of all Notes
issued in such series, the Trustee shall cancel the Global Note and return it
to the Company.

Except as provided above in this Section 2.03 or in Section 3.05, the
Global Note of a series may only be transferred, in whole but not in part and
in the manner provided in Section 3.05, only to another nominee of the
Depository for such series, or to a successor Depository for such series
selected or approved by the Company or to a nominee of such successor
Depository. The Global Note shall bear a legend substantially to the following
effect: "Except as otherwise provided in Section 2.03 of the Indenture, this
Global Note may be transferred, in whole but not in part, only to another
nominee of the Depository or to a successor Depository or to a nominee of such
successor Depository."

If at any time the Depository for a series of Notes notifies the
Company that it is unwilling or unable to continue as Depository for such
series and a successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.03 shall no longer be
applicable to the Notes of such series and the Company will execute, and the
Trustee will authenticate and deliver, Notes, or the Note Registrar will
countersign confirmations and make appropriate entries recording the issuance
of Book Entry Notes, of such series in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the beneficial
interests in such Global Note and having interest rates, interest payment terms
and maturity dates the same as such beneficial interests. In addition, the
Company may at any time determine that the Notes of any series shall no longer
be represented by a Global Note and the provisions of this Section 2.03 shall
no longer apply to the Notes of such series. In such event the Company will
execute and upon receipt of an Officer's Certificate evidencing such
determination by the Company, the Trustee will authenticate and deliver Notes
or the Note Registrar will countersign confirmations and make appropriate
entries recording the issuance of Book Entry Notes of such series in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the beneficial interests in such Global Note and having interest
rates, interest payment terms and maturity dates the same as such beneficial
interests. Upon the exchange of the Global Note for such Notes in authorized
denominations, the Global Note shall be cancelled by the Trustee. Such Notes
issued in exchange for the Global Note pursuant to this paragraph shall be
registered in the same name or names and in such authorized denomination or
denominations as the Depository, pursuant to instructions from its direct or
indirect participants

9
<PAGE> 15
or otherwise, shall instruct the Trustee or the Note Registrar, as applicable.
The Trustee shall deliver such Notes or the Company shall deliver such
confirmations to the Persons in whose names such Notes are so registered.

Section 2.04. Book Entry Notes. The Company may at its option issue
Notes in the form of Book Entry Notes which are not represented by definitive
certificates. In such a case, the Company shall cause to be entered in its
Note Register (defined hereinbelow) such information relating to the issuance
of Book Entry Notes as it shall deem necessary or appropriate, including but
not limited to, the issue date, principal amount, Holder, Holder's address and
such other information as is specified in Section 3.01 hereinbelow; provided,
however, that the terms of a Book Entry Note of any series may not differ from
the terms of a Note represented by a definitive certificate of the same series
(and may incorporate by reference such terms) except as such terms relate to
issuance and delivery, authentication, cancellation, and other provisions as
may be stated herein.

ARTICLE THREE - THE NOTES

Section 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Notes under this Indenture is unlimited.

The Notes may be issued in one or more series. There shall be
established in or pursuant to the authority granted in a resolution of the
Board of Directors or established in one or more indentures supplemental
hereto, prior to the issuance of any Notes of any series,

(1) the title of the Notes of such series, if any;

(2) any limit upon the aggregate principal amount of the Notes
of such series under this Indenture (except for Notes issued upon
registration of transfer of, or in exchange for, or in lieu of, other
Notes of such series pursuant to Sections 2.03, Section 2.04, 3.05,
3.06, 3.07, 4.03 or 1.04);

(3) the date or dates on which the principal and premium, if
any, of the Notes of such series is payable;

(4) the rate or rates, or the method of determination thereof,
at which the Notes of such series shall bear interest, if any, the
date or dates from which such interest shall accrue, the interest
payment dates on which such interest shall be payable and the record
dates for the determination of Holders to whom interest is payable;

(5) the place or places where the principal of, and premium,
if any, and interest, if any, if other than as set forth in Section
3.08, on Notes of such series shall be payable;

(6) the price or prices at which, the period or periods within
which and the terms and conditions upon which Notes of such series may
be redeemed, in whole or in part, at the option of the Company,
pursuant to any sinking fund or otherwise;

(7) the obligation, if any, of the Company to redeem, purchase
or repay Notes of such series pursuant to any sinking fund or
analogous provisions or at the option of a Holder

10
<PAGE> 16
thereof and the price or prices at which and the period or periods
within which and the terms and conditions upon which Notes of such
series shall be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligation;

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

(9) if other than the principal amount thereof, the portion of
the principal amount of Notes of such series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to
Section 8.01;

(10) any Events of Default with respect to the Notes of such
series, if not set forth herein;

(11) if other than the rate of interest stated in the title of
the Notes of such series, the applicable Overdue Rate;

(12) in case the Notes of such series do not bear interest,
the applicable dates for the purposes of clause (i) of Section 7.01;

(13) if the amount of payment of principal of (and premium,
if any) or interest on the Notes of the series may be determined with
reference to any index, formula or other method based on a coin,
currency or currency unit other than that in which the Notes are
stated to be payable, the manner in which such amounts shall be
determined;

(14) whether the Notes of the series may be issuable, in whole
or in part, as Book Entry Notes or as a Global Note and in the case of
a Global Note, the identity of the Depository for such series, and

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

All Notes of any one series shall be substantially identical except as
to denomination interest, interest payment and form and except as may otherwise
be provided in or pursuant to the authority granted in such resolution of the
Board of Directors or in any such indenture supplemental hereto. Not all Notes
of any one series need be issued at the same time, and, unless otherwise
provided, a series may be reopened for issuances of additional Notes of such
series.

Section 3.02. Denominations. The Notes of each series shall be
issuable in registered form without coupons and, except for any Global Note, in
such denominations as shall be specified as contemplated by Section 3.01. In
the absence of any such specification with respect to the Notes of any series,
the Notes of such series, other than a Global Note, shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 3.03. Issuance and Dating. At any time and from time to time
after the execution and delivery of this Indenture, the Company may issue Notes
of any series established by the Company. In connection with such Notes, and
accepting the additional responsibilities under this Indenture in

11
<PAGE> 17
relation to such Notes, the Trustee shall be entitled to receive, prior to the
initial issuance of such Notes, and (subject to Section 9.01) shall be fully
protected in relying upon:

(1) a Board Resolution relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
Resolution, in each case certified by the Secretary or an Assistant
Secretary of the Company;

(2) an executed supplemental indenture, if any, relating
thereto;

(3) an Officers' Certificate which shall state that all
conditions precedent provided for in this Indenture relating to the
issuance of such Notes have been complied with, that no Event of
Default with respect to any series of Notes has occurred and is
continuing and that the issuance of such Notes does not constitute and
will not result in (i) any Event of Default or any event or condition,
which, upon the giving of notice or the lapse of time or both, would
become an Event of Default or (ii) any default under the provisions of
any other instrument or agreement by which the Company is bound; and

(4) an Opinion of Counsel which shall state

(a) that the form of such Notes has been
established by or pursuant to the authority granted in a
resolution of the Board of Directors delivered to the Trustee
pursuant to subparagraph (1) above or by a supplemental
indenture as permitted by Section 2.01 in conformity with the
provisions of this Indenture;

(b) that the terms of such Notes have been
established by or pursuant to the authority granted in a
resolution of the Board of Directors or by a supplemental
indenture as permitted by Section 3.01 in conformity with the
provisions of this Indenture;

(c) that such Notes, when issued by the Company,
and in the case of certificated Notes, when authenticated and
delivered by the Trustee, in the manner and subject to any
conditions specified in such Opinion of Counsel, will
constitute legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting the enforcement
of creditors' rights and to general equity principles;

(d) that the Company has the corporate power to
issue such Notes, and has duly taken all necessary corporate
action with respect to such issuance;

(e) that the issuance of such Notes will not
contravene the charter or by-laws of the Company of result in
any violation of any of the terms or provisions of any law or
regulation or of any indenture, mortgage or other agreement
known to such Counsel by which the Company or any of its
subsidiaries is bound; and

(f) that all laws and requirements in respect of
the execution and delivery by the Company of such Notes and
the related supplemental indenture, if any, have been complied
with and that the issuance of such Notes and in the case of
certificated Notes

12
<PAGE> 18
that authentication and delivery of such Notes and the execution and
delivery of the related supplemental indenture, if any, by the Trustee
will not violate the terms of the Indenture.

Except as otherwise provided in this Article Three, the Trustee shall
thereupon authenticate and deliver, or cause to be authenticated and delivered,
certificated Notes of such series so established to or upon Company Order,
without any further action by the Company.

The Trustee shall have the right to decline to accept the trust with
respect to such series and may decline to authenticate and deliver any
certificated Notes under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its Board of Directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing Holders.

Section 3.04. Issuance of Notes. The certificated Notes shall be
signed in the name and on behalf of the Company by the manual or facsimile
signatures of the Chairman of the Board, any Vice Chairman, the President or
any Vice President and in the case of certificated Notes under its corporate
seal (which may be printed, engraved or otherwise reproduced thereon, by
facsimile or otherwise) and attested to by the Secretary or any Assistant
Secretary, the signatures of whom may be manual or facsimile. The issuance of
Book Entry Notes shall be confirmed in writing signed in the name and on behalf
of the Company by the manual or facsimile signatures of the Chairman of the
Board, any Vice-Chairman, the President or any Vice-President. Only such
certificated Notes as shall bear thereon one of the certificates of
authentication substantially in the form hereinbefore recited, executed by or
on behalf of the Trustee by manual signature, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate
by or on behalf of the Trustee upon any Note executed by the Company shall be
conclusive evidence that the certificated Note so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

The information contained in the Note Register as to Book Entry Notes
shall be binding on the Company in the absence of manifest error, and must be
delivered to the Trustee monthly or as the Trustee may require. Information so
delivered to the Trustee relating to Book Entry Notes shall be conclusive
evidence of the validly issued and outstanding Book Entry Notes entitled to all
benefits of this Indenture during the term of such Notes and of the
cancellation of such Notes after such Notes have been exchanged, paid in full
(or provision made therefor), redeemed or otherwise surrendered in a manner
similar as to that as provided for Notes represented by definitive
certificates.

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

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Section 3.05. Exchange and Registration of Transfer of Notes. Notes
of any series may be exchanged for a like aggregate principal amount of Notes
of the same series of other authorized denominations or may be exchanged for a
like aggregate principal amount of beneficial interests in a Global Note or may
be exchanged for some combination of Notes, in other authorized denominations,
and interests in a Global Note, of the same series in the aggregate principal
amount of the Notes so exchanged or for a Book Entry Note. However, any
transfer or exchange into a beneficial interest in a Global Note or a Book
Entry Note shall be subject to such Global Note or Book Entry Note being
offered by the Company. Notes to be exchanged shall be surrendered at the
offices or agencies to be maintained by the Company as provided in Section
6.02(1), and the Company shall issue and register in exchange therefor the Note
or Notes which the Holder making the exchange shall be entitled to receive. In
the case of a Book Entry Note, the Note Registrar shall manually countersign
and deliver a confirmation of the issuance of the Notes, and in the case of
certificated Notes, the Trustee shall authenticate and deliver the Notes so
issued and registered.

The Company shall keep or cause to be kept, at its office at New York,
New York, or such other office or offices of the Company or a wholly owned
subsidiary of the Company as the Company may from time to time determine, a
register for each series of Notes issued hereunder (hereinafter collectively
referred to as the "Note Register") which at all reasonable times shall be open
for inspection by the Trustee; and in which, subject to such reasonable
regulations as it may prescribe, the Company shall, register the issuance of
Notes of such series, and in the case of Book Entry Notes shall so indicate and
record the appropriate terms and information, and shall register the transfer
of Notes of such series as in this Article Three provided and for which the
Company shall be "Note Registrar". The Note Register shall be in written form
or in any other form capable of being converted into written form within a
reasonable time. Upon due presentment for registration of transfer of any Note
of any series at either such office or such agency, the Company shall issue and
register in the name of the transferee or transferees a new Note or Notes of
the same series for an equal aggregate principal amount and maturing on the
same date. In the case of a Book Entry Note, the Note Registrar shall manually
countersign and deliver a confirmation of the issuance of the Notes, and in the
case of certificated Notes, the Trustee shall authenticate and deliver the
Notes so issued and registered.

Each Note issued upon registration of transfer or exchange of Notes
pursuant to Section 3.05 shall be the valid obligation of the Company,
evidencing the same indebtedness and entitled to the same benefits under this
Indenture as the Note or Notes surrendered upon registration of such transfer
or exchange.

Whenever presentment or surrender is required for the registration of
transfer or exchange, redemption or payment of any portion of the Global Note,
presentment or surrender shall be effected by delivery of a written instrument
acceptable to the Trustee and the Company. The principal amount so transferred
or exchanged or to be redeemed or paid will result in a corresponding increase
or decrease in the principal amount of the Global Note. Whenever a Note is
required to be surrendered or presented for any reason herein, the Holder of a
Book Entry Note shall be deemed to so surrender or present the Book Entry Note
by surrendering or presenting an Instruction.

All Notes presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company, the Trustee or the
Note Registrar) be duly endorsed by, or be

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<PAGE> 20
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company, the Trustee and the Note 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 Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 3.07, Section 4.03 or Section 12.04 not involving any
transfer.

The Company shall not be required (a) to issue, exchange or register
the transfer of any Notes of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Notes of such series and ending at the close of business on the
day of such mailing, or (b) to exchange or register the transfer of any Notes
selected, called or being called for redemption except, in the case of any Note
to be redeemed in part, the portion thereof not to be so redeemed.

The Company and the Trustee may consider and treat the person in whose
name any Note issued hereunder shall be registered as the absolute owner
thereof for all purposes whatsoever, and neither the Company nor the Trustee
shall be affected by any notice to the contrary. Payment of the principal of
or interest on any Note to the Holder thereof or upon his order, shall fully
discharge the Company with respect thereto to the extent of the sum so paid.

Section 3.06. Mutilated, Destroyed, Lost or Stolen Notes. In case
any temporary or definitive certificated Note shall become mutilated or be
destroyed, lost or stolen, and in the absence of notice to the Company or the
Trustee that such Note has been acquired by a bona fide purchaser, the Company
in the case of a mutilated Note shall, and in the case of a lost, stolen or
destroyed Note may in its discretion issue in the manner specified in Section
3.05 for exchanges, a new Note of the same series bearing a number, letter or
other distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated Note, or in lieu of and in substitution for the
Note so destroyed, lost or stolen, or if any such Note shall have matured or
shall be about to mature, instead of issuing a substituted Note, the Company
may pay or authorize the payment of the same without surrender thereof (except
in the case of a mutilated Note). In every case the applicant for a
substituted Note shall furnish to the Company and to the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.

Upon the issuance of any substituted Note under this Section 3.06, 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 and any Authenticating
Agent) connected therewith.

Every substituted Note issued pursuant to the provisions of this
Section 3.06 by virtue of the fact that any Note is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any

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and all other Notes of the same series duly issued hereunder. All Notes shall
be held and owned upon the express condition that the foregoing provisions of
this Section 3.06 are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes and shall preclude (to the extent
lawful) any and all other rights or remedies with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

Section 3.07. Temporary Notes. Pending the preparation of definitive
Notes of any series the Company may execute and the Trustee shall authenticate
and deliver temporary Notes (printed, lithographed or typewritten). Temporary
Notes shall be issuable in any authorized denomination and substantially in the
form of the definitive Notes in lieu of which they are issued but with such
omissions, insertions and variations as may be appropriate for temporary Notes,
all as may be determined by the Company. Every such temporary Note shall be
executed by the Company and shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Notes in lieu of which they are issued. Without unreasonable
delay the Company will execute and deliver to the Trustee definitive Notes of
such series and thereupon any or all temporary Notes of such series may be
surrendered in exchange therefor, at the principal office of the Trustee, and
the Trustee shall authenticate and deliver in exchange for such temporary Notes
an equal aggregate principal amount of definitive Notes of the same series.
Such exchange shall be made by the Company at its own expense and without any
charge therefor except that in case of any such exchange involving any
registration of transfer the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Notes of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes of such series authenticated and delivered hereunder.

Section 3.08. Payment of Interest; Interest Rights Preserved. The
Holder of any Notes at the close of business on any record date with respect to
any Interest Payment Date shall be entitled to receive the interest, if any,
payable on such Interest Payment Date notwithstanding the cancellation of such
Notes upon any transfer or exchange subsequent to the record date and prior to
such Interest Payment Date. Except as otherwise specified as contemplated by
Section 3.01 for Notes of a particular series, the term "record date" as used
in this Section 3.08 with respect to any Interest Payment Date shall mean the
close of business on the eighth day preceding such Interest Payment Date
whether or not such day shall be a Business Day.

If and to the extent the Company shall default in the payment of the
interest due on such Interest Payment Date, such defaulted interest shall be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

(1) The Company may make payment of any defaulted interest to
the Holder at the close of business on a subsequent record date
established by notice given by mail by or on behalf of the Company to
such Holder not less than 15 days preceding such subsequent record
date, such record date to be not less than ten days preceding the date
of payment of such defaulted interest.

(2) The Company may make payment of any defaulted interest on
the Notes of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange

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<PAGE> 22
on which the Notes of such series 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.

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

Section 3.09. Cancellation. All certificated Notes surrendered for
the purpose of payment, redemption, exchange or registration of transfer or for
credit against any sinking fund shall, if surrendered to the Company or any
paying agent or any Note Registrar, be surrendered to the Trustee and promptly
cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled
by it, and no Notes shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee may destroy
cancelled Notes and deliver a certificate of such destruction to the Company
or, at the written request of the Company, shall deliver such cancelled Notes
to the Company. If the Company shall acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation. A Book Entry Note for which an
Instruction has been properly given by the Holder thereof for the purpose of
payment, redemption, exchange, registration of transfer or for credit against
any sinking fund shall, if such Instruction has been properly carried out, be
marked on the Note Register as having been cancelled, and cancellation thereof
shall be effective when such information is delivered to the Trustee.

Section 3.10. Computation of Interest. Except as otherwise specified
as contemplated by Section 3.01 for Notes of any series, interest on the Notes
of each series shall be computed on the basis of a 360-day year of twelve
30-day months.

ARTICLE FOUR - REDEMPTION OF NOTES

Section 4.01. Applicability of Article. The provisions of this
Article shall be applicable to the Notes of any series which are redeemable
before their maturity except as otherwise specified as contemplated by Section
3.01 for Notes of such series.

Section 4.02. Notice of Redemption; Selection of Notes. In case the
Company shall desire to exercise the right to redeem all, or, as the case may
be, any part of the Notes of any series in accordance with their terms, it
shall fix a Redemption Date and shall mail or cause to be mailed a notice of
such redemption at least 30 and not more than 60 days prior to such Redemption
Date to the Holder of Notes of such series so to be redeemed as a whole or in
part at their last addresses as the same appear on the Note Register and to the
Trustee. Such mailing shall be by first class mail, postage prepaid. The
notice if mailed in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to
the Holder of any Note of a series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note of such series.

Each such notice of redemption shall specify the Redemption Date, the
Redemption Price,

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<PAGE> 23
the place or places of payment, that payment will be made upon presentation and
surrender of the applicable Notes, that any interest accrued to the Redemption
Date will be paid as specified in said notice, and that on and after said Date
any interest thereof or on the portions thereof to be redeemed will cease to
accrue. If less than all the portions thereof to be redeemed will cease to
accrue. If less than all the Notes of a series are to be redeemed the notice
of redemption shall specify the numbers of the Notes of such series to be
redeemed. In case any Note of a series is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the Redemption Date, upon
surrender of such Note, a new Note or Notes of such series in principal amount
equal to the unredeemed portion thereof will be issued.

On or before the Redemption Date state in the notice of redemption
given as provided in this Section 4.02, the Company will deposit with the
Trustee or with one or more Paying Agents an amount of money sufficient to
redeem on such Redemption Date all the Notes or portions thereof so called for
redemption at the applicable Redemption Price, together with accrued interest
to such Redemption Date. If the Company is acting as its own Paying Agent, it
will segregate such amount and hold it in trust as provided in Section
6.02(11).

If fewer than all the Notes of a series are to be redeemed the Company
will give the Trustee written notice not less than 45 days prior to the
Redemption Date as to the aggregate principal amount of Notes to be redeemed
and the Trustee shall select, not more than 60 days prior to the Redemption
Date and in such manner as in its sole discretion it shall deem appropriate and
fair, the Notes of such series or portions thereof (in multiples of $1,000,
except as otherwise set forth in the applicable form of Note) to be redeemed.

Section 4.03. Payment of Notes Called for Redemption. If notice of
redemption has been given as provided in Section 4.02 or Section 5.03, the
Notes or portions of Notes of the series with respect to which such notice has
been given shall become due and payable on the Redemption Date and at the place
or places stated in such notice at the applicable Redemption Price, together
with any interest accrued to such Redemption Date, and on and after said
Redemption Date (unless the Company shall default in the payment of such Notes
at the applicable Redemption Price, together with any interest accrued to said
Redemption Date) any interest on the Notes or portions of Notes of any series
so called for redemption shall cease to accrue. On presentation and surrender
of such Notes at a place of payment in said notice specified, the said Notes or
the specified portions thereof shall be paid and redeemed by the Company at the
applicable Redemption Price, together with any interest accrued thereof to the
applicable Redemption Date.

Upon presentation of any Note redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof,
at the expense of the company, a new Note or Notes of the same series, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Note so presented.

ARTICLE FIVE - SINKING FUNDS

Section 5.01. Applicable of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Notes of a series
except as otherwise specified as contemplated by Section 3.01 for Notes of such
series.

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The minimum amount of any sinking fund payment provided for by the
terms of Notes of Notes 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 Notes of any series is herein referred to as an
"optional sinking fund payment."

Section 5.02. Satisfaction of Mandatory Sinking Fund Payments With
Notes. In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Notes of a series in cash, the Company may at its option,
at any time no more than 16 months and no less than 45 days prior to the date
on which such sinking fund payment is due, deliver to the Trustee Notes of such
series theretofore purchased or otherwise acquired by the Company, except Note
of such series which have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Notes of such
series; provided that such Notes have not been previously so credited. Such
Notes shall be received and certified for such purpose by the Trustee at the
Redemption Price specified in such Notes for redemption through operation of
the sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

Section 5.03. Redemption of Notes for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Notes, the
Company will deliver to the Trustee a certificate signed by the Treasurer or
any Assistant Treasurer of the Company specifying the amount of the next
ensuing sinking fund payment for such series pursuant to the terms of such
series, the portion thereof, if any, which is to be satisfied by delivering and
crediting Notes of such series pursuant to Section 5.02 (which Notes will
accompany such certificate) and whether the Company intends to exercise its
rights to make a permitted optional sinking fund payment with respect to such
series. Such certificate shall also state that no Event of Default has
occurred and is continuing with respect to such series. Such certificate shall
be irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. In the case of the failure of the next
succeeding sinking fund payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. In the case of the failure of the
Company to deliver such certificate (or to deliver the Notes specified in this
paragraph), the sinking fund payment due on the next succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Notes of such series subject
to a mandatory sinking fund payment without the option to deliver subject to a
mandatory sinking fund payment without the option to deliver or credit Notes as
provided in Section 5.02 and without the right to make any optional sinking
fund payment, if any, with respect to such series.

Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in
cash which shall equal or exceed $100,000 (or a lesser sum if the Company shall
so request) with respect to the Notes of any particular series shall be applied
by the Trustee (or by the Company if the company is acting as its own Paying
gent) on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date following the date of such payment) to the redemption of Notes of
such class at the Redemption Price specified in such Notes with respect to the
sinking fund together with accrued interest, if any, to the applicable
Redemption Date. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to
the redemption of Notes shall be added to the next

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<PAGE> 25
cash sinking fund payment received by the Trustee (or if the Company is acting
as its own Paying Agent, segregated and held in trust as provided in Section
6.02(11)) for such series and, together with such payment (or such amount so
segregated) shall be applied in accordance with the provisions of this Section
5.03. Any and all sinking fund moneys with respect to the Notes of any
particular series held by the Trustee (or if the Company is acting as its own
Paying Agent, segregated and held in trust as provided in Section 6.02(11) on
the last sinking fund payment date with respect to Notes of such series and not
held for the payment or redemption of particular Notes of such series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Notes of such series at Maturity.

The Trustee shall select or cause to be selected the Notes to be
redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 4.02 and the Company shall cause notice of the
redemption thereof to be given in the manner provided in Section 4.02 except
that the notice of redemption shall also state that the Notes are being
redeemed by operation of the sinking fund. Such notice having been duly given,
the redemption of such Notes shall be made upon the terms and in the manner
stated in Section 4.03.

On or before each sinking fund payment date, the Company shall pay to
the Trustee (or, if the Company is acting as its own Paying Agent, will
segregate and hold in trust as provided in Section 6.02(11)) in cash a sum
equal to any interest accrued to the Redemption Date for Notes or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section.

Neither the Trustee nor the Company shall redeem any Notes of a series
with sinking fund moneys or mail any notice or redemption of Notes of such
series by operation of the sinking fund for such series during the continuance
of a default in payment of interest, if any, on any Notes of such series or of
any Event of Default (other than an Event of Default occurring as a consequence
of this paragraph) with respect to the Notes of such series, except that if the
notice of redemption of any such Notes shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee (or the company if the
Company is acting as its own Paying Agent) shall redeem such Notes if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of the Notes of such
series; provided, however, that in case of such Event of Default or default
shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date for the Notes of
such series on which such moneys may be applied pursuant to the provisions of
this Section.

SECTION SIX - CERTAIN COVENANTS OF THE COMPANY

The Company covenants and agrees for the benefit of each series of
Notes that on and after the date of execution of this Indenture and so long as
any of the Notes of such series remain outstanding:

Section 6.01. Payment of Notes. The Company will duly and punctually
pay or cause to be paid

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<PAGE> 26
the principal of, the premium, if any, and the interest, if any, on the Notes
of such series at the times and places and in the manner provided in such Notes
and in the Indenture.

Section 6.02. Other Covenants. The Company--

Office or Agency:

(1) Will maintain in the City of New York, an officer or agency where
notices and demands to or upon the Company in respect of the Notes of such
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the corporate Trust Office of the Trustee.

The Company may from time to time designate one or more other offices
or agencies (in or outside such cities) where the Notes of such series may be
presented or surrendered for any or all such purposes, and may from time to
time rescind such designation.

Maintenance of Corporate Existence:

(2) Will at all times take or cause to be taken all such actions as
may from time to time be necessary to maintain, preserve or renew its corporate
existence and the corporate existence of its Subsidiaries; provided, however,
that nothing in this Section 6.02(2) shall prevent any merger or consolidation
permitted by Section 6.02(5) or any termination of the existence of any
Subsidiary if such termination is, in the judgment of the company, in the
interest of the Company and not disadvantageous to the Holders of the Notes of
any series.

Taxes, etc.:

(3) Will promptly pay and discharge or cause to be paid and
discharged all lawful taxes, assessments and governmental charges or levies
imposed upon the Company or any of its Subsidiaries or upon the income or
profits of the Company or any of its Subsidiaries, or upon any property, real,
personal or mixed, belonging to the Company or any of its Subsidiaries, or upon
any part thereof, before the same shall become in default, as well as all
lawful claims for labor, materials and supplies which, if unpaid, might become
a lien or charge upon such properties or any part thereof; provided, however,
that the Company shall not be required to pay and discharge or cause to be paid
and discharged any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith by appropriate proceedings
and the Company or such Subsidiary, as the case may be, shall set aside on its
books such reserves, if any, as shall be deemed by it adequate with respect to
any such tax, assessment, charge, levy or claim so contested.

Books of Account:

(4) And its Subsidiaries will keep true books of record and account
in which full, true and correct entries in accordance with sound accounting
practice will be made of all dealings or

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transactions in relation to their respective businesses and activities.

Consolidations, Mergers, etc.:

(5) Will not lease, sell, transfer or otherwise dispose of all or
substantially all of its assets to, or consolidate with, or merge into, any
other person, firm or corporation, or permit any other person, firm or
corporation to merge into the Company, unless the person, firm or corporation
to which such assets shall have been leased, sold, transferred or otherwise
disposed of or the corporation formed by such consolidation or the corporation
into which the company shall have been merged, as the case may be (any such
person, form or corporation, other than the Company, being herein called the
"New Company"), shall be a corporation incorporated within the United States of
America which shall expressly assume the due and punctual payment of the
principal of, and premium, if any, and interest, if any, on all of the Notes of
each series and the due and punctual performance of all of the covenants and
conditions of the Indenture and the Notes of each series, and unless
immediately after any such transaction, no default shall exist in the
performance of any of the covenants and conditions of the Indenture or the
Notes of any series.

Superior Indebtedness:

(6) Warrants that the Notes of each series are "Superior
Indebtedness" of the Company and rank pari passu with all outstanding senior
indebtedness. Nothing herein or in the Notes of any series shall be deemed to
subordinate the indebtedness evidenced by the Notes of any series to any other
indebtedness of the Company.

Other Instruments, etc.:

(7) From time to time, upon the written request of the Trustee (which
the Trustee, subject to Section 9.01, shall be under no obligation to make),
will execute, acknowledge and deliver all such further and additional
instruments and take all such further action as may be reasonable or may be
required to carry out the intention of the Indenture, and to provide for the
payment of the Notes of each series, according to the intent and purposes
expressed in the Indenture and in the Notes of such series.

Permit no Vacancy in Office of Trustee:

(8) Whenever necessary to avoid or fill a vacancy in the office of
the Trustee, will appoint a Trustee in the manner provided in Section 9.10, so
that there shall be at all times a Trustee with respect to each series of Notes
hereunder.

Agreement With Paying Agent:

(9) If it shall appoint a Paying Agent other than the Trustee with
respect to the Notes of any series, it will cause such Paying Agent to execute
and deliver to the Trustee, an instrument in which such Paying Agent shall
agree with the Trustee subject to the provisions of Section 6.02(10),

(a) that it will hold all sums held by it as such Paying
Agent for the payment of the

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principal of, premium, if any, and interest, if any, on the Notes of
such series (whether such sums have been paid to it by the Company or
by any other obligor on the Notes of such series) in trust for the
benefit of the Holders of the Notes of such series, or the Trustee,

(b) that it will give the Trustee notice of any default by
the Company (or by any other obligor on the Notes of such series) in
the making of any payment of the principal of, premium, if any, or
interest, if any, on the Notes of such series when the same shall be
due and payable, and

(c) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

Money for Notes Payments to be Held in Trust:

(10) If it shall act as its own Paying Agent with respect to the
Notes of any series, on or before the due date of the principal of, premium, if
any, or interest, if any, on the Notes of such series, will set aside,
segregate and hold in trust for the benefit of the Holders of the Notes of such
series, or the Trustee, a sum sufficient to pay such principal, premium, if
any, or interest, if any, so becoming due and will notify the Trustee of such
action, or any failure (by it or any other obligor on the Notes of such series)
to take such action.

Whenever the company shall have one or more Paying Agents with respect
to the Notes of any series, it will, prior to the due date of the principal of,
premium, if any, or interest, if any, on the Notes of such series, deposit with
a designated Paying Agent a sum sufficient to pay the principal, premium, if
any, or interest, if any, so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium, if any, or
interest, if any, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee at its Corporate Trust Office of its failure
so to act, provided that, anything in Subdivisions (9) and (10) of this Section
6.02 to the contrary notwithstanding, the agreement to hold sums in trust as
provided therein is subject to the provisions of Section 13.04.

Financial Statements, etc.:

(11) Will, beginning with the first April 30 which occurs no less
than 60 days following the first date of issuance of any series of Notes under
this Indenture,

(a) file with the Trustee within four months after the close
of each fiscal year (which, until the Company shall otherwise notify
the Trustee, shall be deemed to be the twelve months ending December
31, in each year) a consolidated income statement, a consolidated
surplus statement and a consolidated balance sheet as of the end of
such fiscal year, of the Company and its Subsidiaries, all certified
by independent public or certified accountants selected by the Company
(who may be the accountants who regularly audit the books of the
Company and its Subsidiaries), accompanied by any report or comments
by said accountants made in connection with the certification of such
statements;

(b) file with the Trustee concurrently with the filing of the
foregoing financial statements,

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an Officers' Certificate stating that in the course of the performance
by the signers of their duties as officers of the Company they would
normally obtain knowledge of any default by the Company in the
performance or fulfillment of any covenant, agreement or condition
contained in this Indenture, and stating whether or not they have
obtained knowledge of any such default, and, if so, specifying each
such default of which the signers have knowledge and the nature
thereof; and

(c) file with the Trustee concurrently with the filing of
such financial statements a written statement of the firm of public or
certified accountants who shall have certified such financial
statements, addressed to the Company, to the effect that in making the
audit necessary to said certification, they have obtained no knowledge
of any default which is continuing at the date of such written
statement under the Notes or under Section 6.02(3), (4) or (5) of the
Indenture, except as specifically indicated, provided, however, that
such accountants shall not be liable to anyone by reason of any
failure to obtain knowledge of any such default.

All of the financial statement required by paragraph (11) of this
Section 6.02 to be filed with the Trustee shall be open to inspection during
business hours by Holders of the Notes.

Section 6.03. Waiver. The observance of any provision of this
Article Six (except Section 6.01, Section 6.02(6), (8), (9) and Section 6.02)
may be waived with respect to any series of the Notes (either generally or in a
particular instance and either before or after the time for such observance) if
the Company shall have obtained the consent in writing of the holders of at
least sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount
of all Outstanding Notes of such series.

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

Section 7.01. Semi-Annual Lists of Holders. The Company covenants
and agrees that it will furnish or cause to be furnished to the Trustee for the
notes of each series semi-annually, not less than forty-five days nor more than
sixty days after December 15 and June 15 of each calendar year, and at such
other times as the Trustee may request in writing, within thirty days after
receipt by the Company of any such request, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of the Notes
of such series obtained since the date as of which the next previous list, if
any, was furnished; provided, however, that no such list need be furnished so
long as the Trustee is the Note Registrar for such series. Any such list may
be dated as of a date not more than fifteen days prior to the time such
information is furnished or caused to be furnished and need not include
information received after such date.

Section 7.02. Preservation of Information, etc.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
Notes of each series (1) contained in the most recent list furnished to it as
provided in Section 7.01, (2) received by it in the capacity of Paying Agent
for such series (if so acting) hereunder and of Note Registrar for such series,
and (3) filed with it within two preceding years pursuant to the provisions of
paragraph (2) of subsection (c) of Section 7.04.

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<PAGE> 30
The Trustee for any series of the Notes may (1) destroy any list
furnished to it as provided in Section 7.01 upon receipt of a new list so
furnished, (2) destroy any information received by it as Paying Agent for such
series (if so acting) hereunder upon delivering to itself as Trustee a list
containing the names and addresses of the Holders of Notes of such series
obtained from such information since the delivery of the next previous list, if
any, (3) destroy any list delivered to itself as Trustee which was compiled
from information received by it as Paying Agent (if so acting) hereunder upon
the receipt of a new list so delivered, and (4) destroy any information filed
with it by Holders of Notes of such series for the purpose of receiving reports
pursuant to the provisions of paragraph (2) of subsection (c) of Section 7.04,
but not until two years after such information has been filed with it.

(b) In case three or more Holders of Notes of any series (hereinafter
referred to as "applicants") apply in writing to the Trustee for such series,
and furnish to the Trustee reasonable proof that each such applicant has owned
a Note of such series for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to
communicate with other Holders of Notes of such series or with Holders of Notes
of all series for which the Trustee is serving as Trustee with respect to their
rights under this Indenture or under such Notes, and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election either

(1) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 7.02, or

(2) inform such applicants as to the approximate number of
Holders of Notes of such series or of all series, as the case may be,
whose names and addresses appear in the information preserved at the
time by the Trustee, in accordance with the provisions of subsection
(a) of this Section 7.02, and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, if any,
specified in such application.

If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Note of such series or all Holders of
Notes of series for which it is Trustee, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 7.02 a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail
to such applicants and file with the Securities and Exchange Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders of Notes of such series or of all Holders of
Notes, as the case may be, or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If said Commission,
after opportunity for a hearing upon the objections specified in the written
statements so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all
Holders of Notes of such series or to all Holders

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<PAGE> 31
of Notes, as the case may be, with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

(c) Each and every Holder of the Notes, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Paying Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Notes in accordance with the provisions of subsection (b) of this Section
7.02, regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

Section 7.03. Periodic Reports by Company. (a) The Company
covenants and agrees to file with the Trustee for each series of the Notes,
within fifteen days after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with said Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and said Commission, in accordance with rules and regulations prescribed from
time to time by said Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

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

(c) The Company covenants and agrees to transmit to all Holders of
Notes within thirty days after the filing thereof with the Trustee for each
series of the Notes, in the manner and to the extent provided in subsection (c)
of Section 7.04 with respect to reports pursuant to subsection (a) of said
Section 7.04, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
7.03 as may be required by rules and regulations prescribed from time to time
by the Securities and Exchange Commission.

Section 7.04. Trustee's Reports to Holders.

(a) Within 60 days after the first May 15 which occurs not less than
60 days following the first date of issuance of any series of Notes under this
Indenture, and within 60 days after May 15 in every year thereafter, so long as
any Notes are outstanding hereunder, the Trustee for each series of the Notes
shall transmit to all Holders of Notes of such series as hereinafter in this
Section 7.04 provided a brief report dated as of such date with respect to:

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<PAGE> 32
(1) any change to its eligibility under Section 9.09, and
its qualifications under Section 9.08, or in lieu thereof, if to the
best of its knowledge, it has continued to be eligible and qualified
under such Sections, a written statement to such effect;

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

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date
of such report, and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Notes of any series, on
any property or funds held or collected by it as Trustee if such
advances so remaining unpaid aggregate more than one-half of one per
cent of the principal amount of the Notes of any series outstanding on
the date of such report;

(4) the amount, interest rate, and maturity date of all other
indebtedness owing by the Company (or by any other obligor on the
Notes of any series) to the Trustee in its individual capacity, on the
date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in paragraphs
(2), (3), (4) or (6) of subsection (b) of Section 9.13;

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

(6) any additional issue of Notes of any series for which it
is Trustee which the Trustee has not previously reported; and

(7) any action taken by the Trustee in the performance of its
duties under this Indenture which it has not previously reported and
which in its opinion materially affects the Notes of any series,
except action in respect of a default, notice of which has been or is
to be withheld by it in accordance with the provisions of Section
9.02.

(b) The Trustee for each series of the Notes shall transmit to all
Holders of Notes of such series, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee as such since the date of the last report transmitted pursuant to the
provisions of subsection (a) of this Section 7.04 (or if no such report has yet
been so transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to that of
the Notes of any series on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to this subsection
if such advances remaining unpaid at any time aggregate more than ten per cent
(10%) of the principal amount of Notes of such series Outstanding at such time,
such report to be transmitted within ninety days after such time.

(1) to all registered Holders of Notes, as the names and
addresses of such Holders appear

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in the applicable Note Register;

(2) to such Holders of Notes of any series as have, within
two years preceding such transmission, filed their names and addresses
with the Trustee for such series for that purpose; and

(3) except in the cases of reports pursuant to subsection (b)
of this Section 7.04, to each Holder of a Note of any series whose
name and address is preserved at the time by the Trustee for such
series, as provided in subsection (a) of Section 7.02.

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

ARTICLE EIGHT - REMEDIES OF THE TRUSTEE AND HOLDERS
ON EVENT OR DEFAULT

Section 8.01. Events of Default; Effect Thereof. "Event of Default"
whenever used herein with respect to Notes of any series means any one of the
following events and such other events as may be established with respect to
the Notes of such series as contemplated by Section 3.01 hereof, continued for
the period of time, if any, and after the giving of notice, if any, designated
herein or therein, as the case may be, unless it is either inapplicable to a
particular series or it is specifically deleted or modified in the applicable
resolution of the Board of Directors or in the supplemental indenture under
which such series of Notes is issued, as the case may be, as contemplated by
Section 3.01:

(1) default shall occur in the punctual payment of the
principal of and premium, if any, on any Note of such series when and
as the same shall become due and payable, at its Maturity, or default
in the making or satisfaction of any sinking fund payment or analogous
obligation as and when the same shall become due and payable by the
terms of the Notes of such series, or

(2) default shall occur in the payment of any installment of
interest on any Note of such series as and when the same shall become
due and payable, and such default shall continue for thirty days, or

(3) default shall occur in the due observance or performance
of any other covenant, condition or agreement on the part of the
Company in respect of the Notes of such series contained in this
Indenture (other than a covenant or agreement in respect of the Notes
of such series a default in whose observance is elsewhere in this
Section specifically dealt with), and any such default shall continue
for sixty days after written notice thereof, specifying such default
and requiring the same to be remedied, shall have been given to the
Company by the Trustee for such series, which may, in its discretion,
give such notice and shall do so at the request in writing of the
Holders of at least a majority in principal amount of the Notes of
such series at the time Outstanding, or

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(4) by the order of a court of competent jurisdiction a
receiver or liquidator or trustee of the Company or of any of the
property of the Company shall be appointed and such receiver or
liquidator or trustee shall not have been discharged within a period
of sixty days, or, by decree of such a court, the company shall be
adjudicated bankrupt or insolvent or any substantial part of the
property of the Company shall have been sequestered and such decree
shall have continued undischarged and unstayed for a period of sixty
days after the entry thereof, or a petition to declare bankrupt or to
reorganize the Company pursuant to any of the provisions of the
Federal Bankruptcy Code, as it now exists, or as it may hereafter be
amended, or pursuant to any other similar statute applicable to the
Company, as now or hereafter in effect, shall be filed against the
company (and, in the case of any such petition filed pursuant to any
provision of a statute which requires the approval of such petition by
a court, shall be approved by such a court) and shall not be dismissed
within sixty days after such filing, or

(5) the Company shall file a petition in voluntary bankruptcy
under any provision of any bankruptcy law or shall consent to the
filing of any bankruptcy or reorganization petition against it under
any similar law, or (without limitation of the generality of the
foregoing) the Company shall file a petition or answer or consent
seeking relief or assisting in seeking relief for the Company in a
proceeding under any of the provisions of the Federal Bankruptcy Code,
as it now exists or as it may hereafter be amended, or pursuant to any
other similar statute applicable to the Company, as now or hereafter
in effect, or an answer admitting the material allegations of a
petition filed against it in such a proceeding, or the Company or its
directors or stockholders shall take action looking to the dissolution
or liquidation of the Company (except in connection with a
consolidation, merger, sale or conveyance pursuant to Article Six
hereof), or the Company shall make an assignment for the benefit of
its creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or shall consent to the
appointment of a receiver or receivers, or trustee or trustees, or
liquidator or liquidators, of it or of all or any part of its
property, or

(6) a default shall occur in the payment of any installment
of interest, when the same shall become due and payable, on any other
series of Notes issued or hereafter issued pursuant to this Indenture
or on any other bond, debenture, note or other evidence of
indebtedness issued, assumed or guaranteed by the Company and such
default shall continue for a period of thirty days, or default shall
be made in the payment of the principal of any such other series of
Notes or any such other bond, debenture, note or evidence of
indebtedness when the same shall become due and payable whether at
maturity, by declaration, by call for prepayment, by call for
redemption, or otherwise, and the time for payment of such interest or
principal shall not have been effectively extended, or

(7) any other Event of Default provided in the applicable
resolution of the Board of Directors or in the supplemental indenture
under which such series of Notes is issued, as the case may be, as
contemplated by Section 3.01.

If an Event of Default with respect to Notes of any series at the time
outstanding shall have occurred and be continuing, then and in each and every
such case, unless the principal of all the Notes of such series shall have
already become due and payable, either the Trustee for such series

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or the Holders of not less than 25% in aggregate principal amount of the Notes
of such series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by the Holders), may declare the principal amount
(or, if the Notes of such series are Original Issue Discount Notes, such
portion of the principal amount as may be specified in the terms of that
series) and such other amounts representing accrued but unpaid interest on the
principal amount of all the Notes of such series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Notes of such
series contained to the contrary notwithstanding. This provision, however, is
subject to the condition that if, at any time after the principal amount (or if
the Notes of such series are Original Issue Discount Notes, such portion of the
principal amount as may be specified in the terms of such series) and such
other amounts representing accrued but unpaid interest on the principal amount
of the Notes of any series shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee for such series a sum sufficient to pay all matured
installments of interest, if any, and the principal of (and premium, if any,
on) any and all Notes of such series which shall have become due otherwise than
by acceleration (with interest on such principal and premium, if any, and , so
far as payment of the same is enforceable under applicable law, on overdue
installments of interest, at the Overdue Rate applicable to such series to the
date of such payment or deposit) and all amounts payable to the Trustee
pursuant to the provisions of Section 9.07, and any and all defaults under this
Indenture with respect to such series of Notes, other than the nonpayment of
principal of and accrued interest on Notes of such series which shall have
become due by acceleration, shall have been remedied or cured or waived or
provision shall have been made therefor to the satisfaction of the
Trustee--then and in every such case the Holders of a majority in aggregate
principal amount of the Notes of such series then Outstanding, by written
notice to the Company and to the Trustee, may waive all defaults with respect
to such series and rescind and annual such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent thereof.

In the case of the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have ben discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company and the Trustee shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company and the Trustee shall continue as though no such proceedings had
been taken.

Section 8.02. Collection of Indebtedness by Trustee. The Company
covenants that (a) in case default shall occur in the payment of any
installment of interest on any Note of any series as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty days, or (b) in case default shall occur in the payment of the principal
of or premium, if any, on any Note of any series when the same shall have
become payable, upon Maturity of the Notes of that series or (c) in the case of
default in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due by the terms of the Notes of any
series--then upon demand of the Trustee for such series, the Company will pay
to the Trustee, for the benefit of the Holder of any such Note (or Holders of
any series of Notes in the case of clause (c) above) the whole amount that then
shall have become due and payable on any such Note (or Holders of any series of

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Notes in the case of clause (c) above) the whole amount that then shall have
become due and payable on any such Note (or Notes of any such series in the
case of clause (c) above) for principal, premium, if any, and interest, if any,
with interest upon the overdue principal and premium, if any, and, so far as
payment of the same is enforceable under applicable law, an overdue
installments of interest, at the Overdue Rate applicable to any such Note (or
Notes of any such series in the case of clause (c)); and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, and any further amounts payable to the Trustee pursuant to the
provisions of Section 9.07.

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

The Trustee for any series of the Notes shall be entitled and
empowered, either in its own name as trustee of an express trust, or as
attorney-in-fact for the Holders of any of the Notes of such series, or in both
such capacities, to file such proof of debt, amendment of proof of debt, claim,
petition or other document as may be necessary or advisable in order to have
the claims of the Trustee and of the Holders of Notes of such series allowed in
any equity receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings, or any judicial proceedings,
relative to the Company or any other obligor on the Notes of such series or its
creditors or its property. The Trustee for each series of the Notes is hereby
irrevocably appointed (and the successive respective Holders of the Notes of
such series, by taking and holding the same, shall be conclusively deemed to
have so appointed the Trustee) and true and lawful attorney-in-fact of the
respective Holders of the Notes of such series, with authority to make or file
in the respective names of the Holders of the Notes of such series or on behalf
of all the Holders of Notes of all series for which it is Trustee, any proof of
debt, amendment of proof of debt, claim, petition or other document in any such
proceedings and to receive payment of any sums becoming distributable on
account thereof, and to execute any other papers and documents and do and
perform any and all acts and things for and on behalf of such Holders of the
Notes of such series, as may be necessary or advisable in the opinion of the
Trustee in order to have the respective claim of the Holders of the Notes of
such series against the Company or any other obligor on the Notes of such
series and/or its property allowed in any such proceedings, and to receive
payment of or on property allowed in any such proceedings, and to receive
payment of or on account of such claims; provided, however, that nothing herein
contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Notes of any series, any plan of
reorganization or readjustment of the Company or any other obligor on the Notes
of any series, or, by other action of any character in any such proceeding, to
waive or change in any way any right of any Holder of any Note of any series
even though it may otherwise be entitled so to do under any present or future
law, all such power or authorization being hereby expressly denied.

All rights of action and of asserting claims under this Indenture, or
under the Notes of any series, may be enforced by the Trustee for such series
without the possession of any of the Notes of

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such series, or the production thereof on any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the rateable benefit of the Holders of the
Notes in respect of which such action was taken.

Section 8.03. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee for the Notes of any series under or pursuant to, or
as authorized or permitted by, this Article Eight, together with any other sums
held by the Trustee (as such) hereunder (other than sums held in trust for the
benefit of the Holders of particular Notes), shall be applied as follows at the
date fixed by the Trustee for distribution of such moneys, upon presentation
(except in respect of Subdivision First below) of the several Notes with
respect to which such moneys were collected, and stamping thereon of an
appropriate legend respecting the payment, of only partially paid, or upon the
surrender thereof, if fully paid:

FIRST: To the payment of all amounts due the Trustee pursuant
to the provisions of Section 9.07;

SECOND: In case the principal of such Outstanding Notes shall
not have become due and shall not be unpaid, to the payment of the
interest, if any, on the Notes of such series in the order of maturity
of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee), so far as it
may be enforceable under the applicable law, upon the overdue
installments at the Overdue Rate applicable to such series, such
payments to be made, subject to the provisions of Section 8.08,
ratably to the persons entitled thereto without discrimination or
preference;

THIRD: In case the principal of such Outstanding Notes shall
have become due by declaration or otherwise, to the payment of the
whole amount then owing and unpaid upon the Notes of such series for
principal, premium, if any, and interest, if any, with interest upon
any overdue principal and premium, if any, and also (to the extent
that such interest has been collected by Trustee), so far as payment
of the same is enforceable under the applicable law, upon any overdue
installments of interest, if any, at the Overdue Rate applicable to
such series; and, in case such moneys shall be insufficient to pay in
full the whole amount so due and unpaid upon the Notes of such series,
the, subject to the provisions of Section 8.08, to the payment of such
principal, premium, if any, and interest, if any, without preference
or priority of principal, and premium, if any, or of any installment
of interest, if any, over any other installment of interest, if any,
or of any Note of such series over any other Note of such series,
ratably to the aggregate of such principal, premium, if any, and
interest, if any;

FOURTH: To the payment of all other amounts payable by the
Company under the terms of this Indenture; and

FIFTH: To the payment of the surplus, if any, to the Company,
its successors or assigns or to whosoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct.

Section 8.04. Limitation on Suits on Indenture; No Limitation on
Suits on Notes. No Holder of any

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Note of any series shall have any right by virtue of or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee (or
other similar official, or for any other remedy hereunder, unless an Event of
Default shall have occurred and be continuing and such Holder previously shall
have given to the Trustee for such series written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Notes of such series
then Outstanding shall have made written request upon the Trustee for such
series to institute such action, suite or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for sixty days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding; it being understood an intended, and being
expressly covenanted by the taker and Holder of every Note with every other
take and Holder and the Trustee for the Notes of each series, that no one or
more Holders of Notes of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of Notes of such series, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Notes
of such series. for the protection and enforcement of the provisions of this
Section 8.04, each and every Holder of Notes of any series and the Trustee for
such series shall be entitled to such relief as can be given either at law or
in equity.

Nothing contained in this Indenture or in the Notes of any series
shall affect or impair the obligation of the Company, which is unconditional
and absolute, to pay the principal of, and premium, if any, and interest, if
any, on the Notes of such series at the respective places, at the respective
times, at the respective rates, in the respective amounts and in the coin or
currently therein and herein prescribed or affect or impair the right of
action, which is also absolute and unconditional, of any Holder of any Note to
institute suit to enforce such payment at the respective due dates expressed in
such Notes, or upon redemption, by declaration, repayment or otherwise as
herein provided without reference to, or the consent of, the Trustee or the
Holder of any other Note, unless such Holder consents thereto.

Section 8.05. Remedies Cumulative; Delay not to Impair Rights. All
powers and remedies given by this Article Eight to the Trustee for any series
of the Notes or to the Holders of such Notes shall, to the extent permitted, by
law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the Holders of such Notes by
judicial proceedings or otherwise to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder of any of the Notes of such series to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 8.04, every power and remedy given by this Article Eight
or by law to the Trustee for any series of the Notes or to Holders of the Notes
of such series may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee for such series or by Holders of such Notes.
No waiver of any default hereunder shall extend to or affect any other or
subsequent default or impair any rights or remedies

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consequent thereon.

Section 8.06. Directions by Holders of Notes. The Holders of a
majority in aggregate principal amount of the Notes of any series at the time
Outstanding, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee for such
series, or exercising any trust or power conferred on the Trustee;

Section 8.07. Undertakings for Costs. All parties to this Indenture
agree and each Holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or any suit against
the Trustee for the Note of any series for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 8.07 shall not apply to any suit instituted by the Trustee for the
Notes of any series, to any suit instituted by any Holder of Notes of any
series, or group of such Holders, holding in the aggregate more than 10% in
aggregate principal amount of the Outstanding Notes of such series, or to any
suit instituted by any Holder of Notes for the enforcement of the payment of
the principal of, premium, if any, or interest, if any, on any Note on or after
the due date expressed in such Note, on or after the date fixed for redemption
or after such Note shall have become due by declaration.

ARTICLE NINE - CONCERNING THE TRUSTEE

Section 9.01. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

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

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

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

(1) this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section 9.01;

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(2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee for the Notes of any series shall not be
liable with respect to any action taken or omitted to be taken by it
in good faith in accordance with the direction of the Holders of Notes
of such series pursuant to Section 8.06 relating to the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to Notes of such series; and

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

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

Section 9.02. Notice of Defaults. Within 90 days after the
occurrence of a default hereunder with respect to the Notes of any series, the
Trustee for such series shall transmit by mail to all Holders of Notes of such
series, as their names and addresses appear in the Notes Register for such
series, notice of such default hereunder with respect to such series known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of, premium, if any, or interest, if any, on any Note of such series or in the
payment of any sinking fund installment or analogous obligation with respect to
such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of Notes of such series; and provided, further, that in the case of any
default of the character specified in Section 8.01(3) no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For
purposes of this Section 9.02, the term "default" means any event which is, or
after notice of apse of time or both would become, an Event of Default.

Section 9.03. Certain Rights of Trustee. Except as otherwise
provided in Section 9.01:

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

(b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers'
Certificate and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

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<PAGE> 41
(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribe) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) the Trustee may consult with counsel and be 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
thereof;

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

(f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;

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

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

Section 9.04. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of Notes or the proceeds thereof.

Section 9.05. May Hold Notes. The Trustee, any Paying Agent, Note
Registrar, Authenticating Agent or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and, subject to Section 9.08 and Section 9.13, may otherwise
deal with the Company with the same rights it would have if it were not
Trustee, Paying Agent, Note Registrar, Authenticating Agent or such other
agent.

Section 9.06. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be

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segregated from other funds except to the extent required by law. the Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

Section 9.07. Compensation and Reimbursement. The Company agrees

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

(2) except as otherwise expressly provided herein, to
reimburse the Trustee for the Notes of each series upon its request
for all reasonable expenses, disbursement or advance as any be
attributable to its negligence or bad faith; and

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

All such payments and reimbursements shall be made with interest at the rate of
6% per annum.

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

Section 9.08. Disqualification; Conflicting Interest. The Trustee
for the Notes of any series issued hereunder shall be subject to the provisions
of Section 310(b) of the Trust Indenture Act during the period of time provided
for therein. In determining whether the Trustee has a conflict in interest as
defined in Section 310(b) of the Trust Indenture Act with respect to Notes of
any series there shall be excluded this Indenture with respect to the Notes of
any particular series of Notes other than that series. 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 9.09. Corporate Trustee Required; Eligibility. There shall
at all time be a Trustee hereunder for the Notes of each series, which shall be
a corporation organized and doing business under the laws of the United States
of America or of any State, authorized under the laws of the United Stated of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $10,000,000, and
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at lease annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation, shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee for the Notes of any series shall cease to be eligible in accordance
with the

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provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as Trustee for the Notes of any series
issued hereunder.

Section 9.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee for the Notes of
any series and no appointment of a successor Trustee for such series
pursuant to this Article shall become effective until the acceptance
of appointment by the successor Trustee under Section 9.11.

(b) The Trustee, or any trustee or trustees hereafter
appointed, for the Notes of any series may resign at any time with
respect to one or more or all such series of Notes by giving written
notice thereof to the Company. If an instrument of acceptance by a
successor Trustee for Notes of any series shall not have been
delivered to the Trustee for such series within thirty 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 for such series.

(c) The Holders of a majority in aggregate principal amount
of the Notes of one or more series (each voting as a class) or all
series at the time Outstanding for which the Trustee is serving as
Trustee may at any time remove the Trustee with respect to any or all
such series, as the case may be, and appoint with respect to any or
all such series, as the case may be, a successor Trustee by written
notice of such action to the Company, the Trustee for the applicable
series and the successor Trustee.

(d) If at any time:

(1) the Trustee for the Notes of any series shall
fail to comply with Section 310(b) of the Trust Indenture Act
with respect to such series after written request therefor by
the Company or by any Holder of Notes who has been a bona fide
Holder of a Note or Notes of such series for at least six
months unless the Trustee's duty to resign is stayed in
accordance with the provisions of Section 10(b) of the Trust
Indenture Act, or

(2) the Trustee for the Notes of any series shall
cease to be eligible under Section 9.09 with respect to such
series and shall fail to resign after written request therefor
by the Company or by any Holder of Notes of such series, or

(3) the Trustee for the Notes of any series shall
become incapable of acting with respect to such series or
shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public
officer shall take charge or control of the trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any case, (i) the
Company by a resolution of the Board of Directors may remove
the Trustee with respect to such series, or (ii) subject to
Section 8.07, any Holder who has been a bona fide Holder of a
Note or Notes of such series for at least six months may, on
behalf of himself and all others similarly situated, petition
any

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court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for such series.

(e) If the Trustee for the Notes of any series shall resign,
be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for the Notes of any series for any cause,
the Company, by a resolution of the board of Directors, shall promptly
appoint a successor Trustee for such incapacity, or the occurrence of
such vacancy, a successor Trustee for such series shall be appointed
by act of the Holders of a majority in principal amount of the
Outstanding Notes of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no
successor Trustee for the Notes of such series shall have been so
appointed by the Company or the Holders of the Outstanding Notes of
such series and accepted appointment in the manner hereinafter
provided, any Holder of a Note of such series who has been such for at
lease six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Notes of such series.

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

Section 9.11. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder 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, trust and
duties of the retiring Trustee; but, on 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, subject nevertheless to its lien, if any, provided for in
Section 9.07. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

In case of the appointment hereunder of a successor Trustee for the
Notes of one or more (but not all) series, the Company, the predecessor Trustee
and each successor Trustee for the Notes of any applicable series shall execute
and deliver an indenture hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trust and
duties of the predecessor Trustee for the Notes of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustee
co-trustees of the same trust and that each such

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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.

No successor Trustee for a series of Notes shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
with respect to such series be qualified and eligible under this Article.

Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.11, the Company shall mail notice of the succession of such
trustee hereunder to the Holders of Notes of any applicable series at their
addresses as they shall appear on the Notes Register. If the Company fails to
mail such notice within ten days after the acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed
at the expense of the Company.

Section 9.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee for the Notes of any series
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 for such series hereunder, provided such corporation shall, with
respect to such series, be otherwise qualified and eligible under this Article,
to the extent operative, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Notes of one
or more series shall have been authenticated, but not delivered, by the Trustee
for such series then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes; and in case at that time any of
such Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name or such successor to the Trustee.

Section 9.13. Preferential Collection of Claims Against Company. (a)
Subject to subsection (b) of this Section 9.13, if the Trustee for the Notes of
any series shall be come a creditor, directly or indirectly, secured or
unsecured, of the Company or any other obligor on the Notes of such series
within four months prior to a default, as defined in subsection (c) of this
Section 9.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Notes
of such series and the holders of other indenture securities (as defined in
subsection (c) of this Section 9.13):

(1) an amount equal to any and all reductions in the amount
due and owing upon any claim as such creditor in respect of principal
or interest, effected after the beginning of such four months period
and valid as against the Company and its other creditors, except any
such reduction resulting from the receipt or disposition of any
property described in paragraph (2) of this Section 9.13(a), or from
the exercise of any right of set-off which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the
Company upon the date of such default; and

(2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the beginning

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<PAGE> 46
of such four month period, or an amount equal to the proceeds of any
such property, if disposed of, subject, however, to the rights, if
any, of the Company and its other creditors in such property or such
proceeds.

Nothing herein contained, however, shall affect the right of the
Trustee

(A) to retain for its own account (i) payments made on
account of any such claim by any person (other than the Company) who
is liable thereto, and (ii) the proceeds of the bona fide sale of any
such claim by the Trustee to a third person, and (iii) distributions
made in cash, securities or other property in respect to claims file
against the Company in bankruptcy or receivership or in cases or
proceedings for reorganization or for any related or similar purpose
pursuant to the Federal Bankruptcy Code or applicable State law;

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

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

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

If the Trustee for the Notes of any series shall be required to
account the funds and property held in such special account and the proceeds
thereof shall be apportioned among the Trustee, the Holders of the Notes of
such series and the holders of other indenture securities in such manner that
the Trustee, such Holders and the holders of other indenture securities
realize, as a result of payments from such special account and payments of
dividends on claims filed against the Company in bankruptcy or receivership or
in cases or proceedings for reorganization or for any related or similar
purpose pursuant to the Federal Bankruptcy Code or other applicable Federal or
State law, the same percentage of their respective claims, figure before
crediting to the claim of the Trustee anything on account of the receipt by it
from the Company of the funds and property in such special account and before
crediting to the respective claims of the Trustee and the Holders of such Notes
and the holders of other indenture securities dividends on claims filed against
the Company in bankruptcy or receivership or cases or proceedings for
reorganization or for any related or similar purpose pursuant to the Federal
Bankruptcy Code or other applicable Federal or State law, whether such
distribution

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is made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or cases or proceedings for
reorganization or for any related or similar purpose is pending shall have
jurisdiction (i) to apportion between the Trustee and the Holders of such Notes
and the holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders of such Notes and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

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

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

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

(b) There shall be excluded from the operation of Subsection (a) of
this Section 9.13 a creditor relationship arising from

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

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

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

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

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indebtedness created as a result of goods or securities sold in a cash
transaction as defined in Subsection (c) of this Section 9.13;

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

(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
Subsection (c) of this Section 9.13.

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

(2) The term "other indenture securities" means securities
upon which the Company is an obligor (as defined in the Trust
Indenture Act of 1939) outstanding under any other indenture (i) under
which the Trustee is also trustee, (ii) which contains provisions
substantially similar to the provisions of this Section, and (iii)
under which a default exists at the time of the apportionment of the
funds and property held in such special account.

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

(4) The term "self-liquidating paper" means any draft, bill
or exchange, acceptance or obligation which is made, drawn negotiated
or incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation
of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill or exchange,
acceptance or obligation.

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

Section 9.14. Appointment of Authenticating Agent. There shall be an
authenticating agent (the "Authenticating Agent") appointed by the
Trustee for each series of Notes to act as its agent on its behalf and
subject to its direction in connection with the authentication and
delivery of each series of Notes for which it is serving as Trustee.
Notes of each such series authenticated by such Authenticating Agent
shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by such Trustee.

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Wherever reference is made in this Indenture to the authentication and
delivery of Notes of any series by the Trustee for such series or to
the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee
for such series except by way of original issuance by an
Authenticating Agent for such series and a certificate of
authentication executed on behalf of such Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be
a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws
to exercise corporate trust powers, having a combined capital and
surplus of at least $10,000,000, subject to supervision or examination
by federal or state authority. ___________________________ is
initially designated as the Authenticating Agent for all series of the
Notes.

Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Notes for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for such series or such Authenticating Agent. Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the applicable Trustee and to the Company. The Trustee for any
series of Notes may at any time terminate the agency of any Authenticating
Agent for such series by giving written notice of termination to such
Authenticating Agent and to the Company.

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 9.14 with respect to
one or more or all series of Notes, the Trustee for such series promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Company, and shall give written notice of such appointment to the Company, and
the Company shall mail notice of such appointment to all Holders of Notes of
such series as the names and addresses of such Holders appear upon the Notes
Register for such series. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as Authenticating Agent herein. The Trustee for the Notes
of such series agrees to pay the Authenticating Agent for such series form time
to time reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payment subject to the provisions of Section
8.07. The Authenticating Agent for the Notes of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

ARTICLE TEN - CONCERNING THE HOLDERS OF THE NOTES

Section 10.01. Action by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Note of any series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
Holders in person or by agent or proxy appointed in writing,

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or (b) by the record of Holders voting in favor thereof at any meeting of such
Holders duly called and held in accordance with the provisions of Article
Eleven, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Holders. The Company may set a record date for
purposes of determining the identity of Holders entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture,
which record date shall be the later of 10 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 7.01 of this Indenture prior to such solicitation.
If the record date is fixed, those persons who were Holders of Note at such
record ate (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent shall be valid or effective for
more than 120 days after such record date.

Section 10.02. Proof of Execution of Instruments by Holders of
Securities. Subject to the provisions of Section 9.01, Section 9.03 and
Section 12.05, proof of the execution of any instrument by a Holder of a Note
or his agent or proxy and proof of the holding by any person of any of the
Notes shall be sufficient if made in the following manner:

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

The ownership of Notes of any series shall be proved by the Note
Register for such series or by a certificate of the Note Register for such
series. The record of any Holders' meeting shall be proved in the manner
provided in Section 11.06.

Section 10.04. Revocation of Consents; Future Holders Bound. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 10.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Note specified in this Indenture in
connection with such action, any Holder of a Note the number, letter or other
distinguishing symbol of which is shown by the evidence to be included in the
Notes the Holders of which have consented to such action may, by filing written
notice with the Trustee at its principal office and upon proof of holding as
provided in Section 10.02, revoke such action so far as concerns such Note.
Except as aforesaid any such action taken by the Holder of any Note shall
conclusive and binding upon such Holder and upon all future Holders and owners
of such Note and of any Notes issued in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Note or such other Note.

ARTICLE ELEVEN - HOLDER'S MEETINGS

Section 11.01. Purposes of Meetings. A meeting of Holders of Notes
of any or all series may be called at any time and from time to time pursuant
to the provisions of this Article Eleven for any of

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the following purposes:

(1) to give any notice to the Company or to the Trustee for
the Notes of such series, or to give any directions to the Trustee for
such series, or to consent to the waiving of any default hereunder and
its consequences, or to take any other action authorized to be taken
by Holders pursuant to any of the provisions of Article Eight;

(2) to remove the Trustee for such series and nominate a
successor Trustee pursuant to the provisions of Article Nine;

(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 12.01(f); or

(4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of
the Securities of any one or more or all series, as the case may be,
under any other provision of this Indenture or under applicable law.

Section 11.02. Call of Meetings by Trustee. The Trustee for the
Notes of any series may at any time call a meeting of Holders of Notes of such
series to take any action specified in Section 11.01, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or such
other Place of Payment, as the Trustee for such series shall determine. Notice
of every meeting of the Holders of Notes of any series, setting forth the time
and place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given to Holders of Notes of such series in the
manner and to the extent provided in Section 14.03. Such notice shall be given
not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Section 11.03. Call of Meetings by Company or Holders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Notes of any or all series, as the case may be, shall have requested the
Trustee for such series to call a meeting of Holders of Notes or any or all
series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee for such
series shall not have given the notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders may determine the
time and the place in the Borough of Manhattan or other Place of Payment for
such meeting and may call such meeting to take any action authorized in Section
11.01, by giving notice thereof as provided in Section 11.02.

Section 11.04. Qualifications for Voting. To be entitled to vote at
any meeting of Holders a person shall be (a) Holder of one or more Notes with
respect to which such meeting is being held or (b) a person appointed by an
instrument in writing as proxy by such Holder. The only persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee for the Notes of the series with respect to
which such meeting is being held and its counsel and any representatives of the
Company and its counsel.

Section 11.05. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee for the Notes of any series may make such
reasonable regulations as it may deem advisable for any

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meeting of Holders of the Notes of such series, in regard to proof of the
holding of Notes 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 think
fit.

The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of the Notes of such series as provided in Section 11.03,
in which case the Company or the Holders calling the meeting as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by majority vote of
the meeting.

Subject to the proviso in the definition of "Outstanding", at any
meeting each Holder of Notes with respect to which such meeting is being held
or proxy therefor shall be entitled to one vote for each 1,000 (in the currency
or currency unit in which such Notes are denominated) principal amount (in the
case of Original Issue Discount Notes, such principal amount to be determined
as provided in the definition of "Outstanding") of Notes held or represented by
him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any such Note challenged as no Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have
no right to vote other than by virtue of Notes of such series held by him or
instruments in writing aforesaid duly designating him a the person to vote on
behalf of other Holders of such series. At any meeting of Holders, the
presence of persons holding or representing Notes with respect to which such
meeting is being held in an aggregate principal amount sufficient to take
action on the business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the persons
holding or representing a majority in aggregate principal amount of such Notes
represented at the meeting may adjourn such meeting with the same effect, for
all intents and purposes, as though a quorum had been present. Any meeting of
Holders of Notes with respect to which a meeting was duly called pursuant to
the provisions of Section 11.02 or Section 11.03 may be adjourned from time to
time by a majority of such Holders present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

Section 11.06. Voting. The vote upon any resolution submitted to any
meeting of Holders of Notes with respect to which such meeting is being held
shall be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers
of the Notes held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 11.02. The
record shall show the serial numbers of the Notes voting in favor of or against
any resolution. the record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee.

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

Section 11.07. No Delay of Rights by Meeting. Nothing in this
Article Eleven contained shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Holders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Holders under any of the provisions of this Indenture or of the Notes of
any series.

ARTICLE TWELVE - SUPPLEMENTAL INDENTURES

Section 12.01. Supplemental Indentures. The Company, when authorized
by a resolution of its Board of Directors, and the Trustee for the Notes of any
or all series may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

(a) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of
the Company under the Indenture and the Notes;

(b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the
Holders of all or any series of Notes as its Board of Directors and
the Trustee for such series shall consider to be for the protection of
the Holders of such Notes;

(c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture which
shall not be inconsistent with the provisions of this Indenture and
which shall not adversely affect the interests of the Holders of any
Notes;

(d) to establish the form or terms of Notes of any series as
permitted by Section 3.01;

(e) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes of one or
more series or 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 on Trustee,
pursuant to the requirements of Section 9.11; or

(f) if and to the extent authorized by the written consent of
the Holders of at least 66 2/3% in principal amount of the Outstanding
Notes of each series affected by such supplemental indenture, to make
such other changes in or additions to or eliminations from the
Indenture as such Holders and the Company may deem necessary or
advisable; provided, however, that no such supplemental indenture
shall (a) without the consent of the Holder of each Outstanding Note
of each such series affected thereby,

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(1) change the Stated Maturity of the principal of,
or installment of interest, if any, on, any Note of such
series, or reduce the principal amount thereof or the premium,
if any, or the rate of interest, if any, thereon or change the
place of payment, or the coin or currency in which any Note of
such series or any premium or interest thereon is payable, or
reduce the amount of the principal of an Original Issue
Discount Note that would be due and payable upon an
acceleration of the Maturity thereof pursuant to Section 8.01
or adversely affect the right of prepayment, if any, at the
option of the Holder, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or

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

(3) modify any of the provisions of this Section or
Section 6.03, except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holders of
each Note of such series affected thereby, or

(4) subordinate the indebtedness evidenced by the
Notes to any other indebtedness of the Company,

or (b) modify, without the written consent of the Trustee, the rights,
duties or immunities of the Trustee.

Any such supplemental indenture, and this Indenture as so
supplemented, shall conform to the requirements of the Trust Indenture Act of
1939, as amended and in force at the date of execution of such supplemental
indenture.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Notes, or which modifies the
rights of the Holders of Notes 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 Notes of any other series.

The Trustee with respect to any series of Notes affected by such
supplemental indenture is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained, but such Trustee
shall not be obligated to enter into any such supplemental indenture which
affects such Trustee's own rights, duties or immunities under this Indenture or
otherwise.

For purposes of this Section, if the Notes of any series are issuable
upon the exercise of warrants, each holder of an unexercised and unexpired
warrant with respect to such series shall be deemed to be a Holder of
Outstanding Notes of such series in the amount issuable upon the exercise

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of such warrant. For such purposes, the ownership of any such warrant shall be
determined by the Company in a manner consistent with customary commercial
practices. The Trustee for such series shall be entitled to rely on an Offers'
Certificate as to the principal amount of Notes of such series in respect of
which consents shall have been executed by holders of such warrants.

Section 12.02. Notice of Supplemental Indenture. Promptly after the
execution by the Company and the appropriate Trustee of any supplemental
indenture pursuant to Section 12.01(f), the Company shall transmit by mail to
all Holders of any series of Notes affected by such supplemental indenture, as
their names and addresses appear in the Note Register for such series, a notice
setting forth in general terms the substance of such supplemental indenture.

Section 12.03. Effect of Supplemental Indenture. Upon the Execution
of any supplemental indenture pursuant to the provisions of this Article
Twelve, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, but only with regard to the Notes of each series affected
by such supplemental indenture, and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee
for the Notes of such series, the Company and Holders of any Notes of such
series shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be deemed to be part of the
terms and conditions of this Indenture for any and all purposes with regard to
the Notes of such series.

Section 12.04. Notation on Notes. Notes of any series affected by
any supplemental indenture which are authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this
Article Twelve may bear a notation in form approved by the Trustee for such
series as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Notes of any series so modified
as to conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Notes of such series then
Outstanding.

Section 12.05. Issuance of Notes by Successor Corporation. In case
the Company shall be consolidated with or merged into any other corporation or
corporations, or shall convey or transfer all or substantially all its property
as an entirety, the successor corporation formed by such consolidation or into
which the Company shall have been merged or which shall have received a
conveyance or transfer as aforesaid, upon causing to be executed and delivered
the supplemental indenture referred to in Section 12.01(a), shall succeed to
and be substituted for the Company with the same effect as if it had been named
herein as the party of the first part and in all of the Notes as obligor, and
thereupon and thereafter such successor corporation may cause to be executed,
either in its own name or in the name of Associates First Capital Corporation,
and delivered to the appropriate Trustee for authentication, any or all of the
Notes issuable hereunder; and upon the order of such successor corporation in
lieu of the Company, and subject to all the terms, conditions and restrictions
in this Indenture prescribed, the Trustee for the Notes of the appropriate
series shall authenticate an deliver any Notes of such series which shall have
been previously executed and delivered by the Company to the Trustee for
authentication, and any Notes which such successor corporation shall
thereafter, in accordance with the provisions of this Indenture, cause to be
executed and delivered to the Trustee for such purpose. Such change in
phraseology and form (but not in substance) may be made in such

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Notes as may be appropriate in view of such consolidation or merger or
conveyance or transfer. all such Notes when issued by such successor
corporation shall in all respects have the same legal rank as the Notes
theretofore or thereafter authenticated and delivered in accordance with the
terms of this Indenture and issued, as though all of such Notes had been issued
at the date of the execution hereof.

ARTICLE THIRTEEN - SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

Section 13.01. Satisfaction and Discharge. If (a) the Company shall
deliver to the Trustee for the Notes of any series for cancellation all Notes
of all series for which such Trustee is Trustee theretofore authenticated
(other than any Notes of any such series which shall have been destroyed, lost
or stolen) and not theretofore cancelled, or (b) all the Notes of all such
series not theretofore cancelled or delivered to the applicable Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangement satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee as trust funds the
entire amount sufficient to pay at maturity or upon redemption all of the Notes
of all such series (other than any Notes which shall have been destroyed, lost
of stolen and in lieu of or substitution for which other Notes shall have been
authenticated and delivered) not theretofore cancelled or delivered to the
Trustee for cancellation, including principal due or to become due to such date
of Maturity or Redemption Date, as the case may be, and if in either case the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect with
respect to all such series (except as to any surviving rights of registration
of transfer or exchange of Notes herein expressly provided for, and the
Trustee, on demand of the Company accompanied by an Officers' Certificate,
complying with the provisions of Section 1.03, stating that all conditions
precedent relating to the satisfaction and discharge of the Indenture with
respect to all such series (except as to any surviving rights of registration
of transfer or exchange of Notes herein expressly provided for) have been
complied with, and an Opinion of Counsel, complying with the provisions of
Section 1.03, stating that in the opinion of such counsel such conditions
precedent have been complied with, and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to all such series (except as to any surviving
rights of registration of transfer or exchange of Notes herein expressly
provided for) the Company, however, hereby agreeing to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred by the
Trustee in connection with this Indenture or the Notes.

Section 13.02. Application of Monies. All moneys deposited with the
Trustee for the Notes of any series pursuant to Section 13.01 shall be held in
trust by the Trustee and applied by it to the payment, either directly or
through any Paying Agent for such series (including the Company acting as its
own Paying Agent), to the Holders of the particular Notes for the payment or
redemption of which such moneys have been deposited with the Trustee, or all
sums due and to become due thereon for principal, premium, if any, and
interest, if any.

Section 13.03. Repayment of Moneys by Paying Agents. Except as
provided in Section 13.04, upon the satisfaction and discharge of this
Indenture with respect to the Notes of any series all moneys with respect to
such series then held by any Paying Agent for such series under the provisions
of this Indenture shall, upon demand of the Company, be repaid to it and
thereupon such Paying Agent shall

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be released from all further liability with respect to such moneys.

Section 13.04. Unclaimed Moneys. Any moneys deposited with the
Trustee for the Notes of any series for the payment of the principal of,
premium, if any, or interest, if any, on Notes of such series and which shall
not be applied but shall remain unclaimed by the Holders of Notes of such
series for six years after the date upon which such payment shall have become
due and payable, shall be repaid to the Company by the Trustee on demand; and
the Holder of any such Notes entitled to receive such payment shall thereafter
look only to the Company for the payment thereof; provided, however, that the
Trustee, before making any such repayment, shall at the expense of the Company
cause to be published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, a notice that said moneys have not
bee so applied and that after a date named therein any unclaimed balance of
said moneys then remaining will be returned to the Company.

ARTICLE FOURTEEN - MISCELLANEOUS PROVISIONS

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

Section 14.02. Successors. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Company shall
bind its successors and assigns, whether so expressed or not.

Section 14.03. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed by
first class mail, postage prepaid, to such Holders as their names and addresses
appear in the Note Register within the time prescribed. 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 on such
waiver. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any

52
<PAGE> 58
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.

Section 14.04. Addresses for Notices. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee for the Notes of any series or by the Holders of Notes of any
series on the Company may be given or served by registered mail addressed
(until another address is filed by the Company with the Trustee) as follows:
ASSOCIATES CORPORATION OF NORTH AMERICA, Attention Chairman of the Board, 250
E. Carpenter Freeway, Irving, Texas 75062. Any notice, direction, request or
demand by any Holder of Notes of any series to or upon the Trustee for such
series shall be deemed to have been sufficiently given or made, for all
purposes, if given or made at the Corporate Trust Office of such Trustee. Any
notice or demand required or permitted under this Indenture shall be in the
English language, except that any published notice may be in the official
language of the country of publication.

Section 14.05. Cross Reference. All references herein to "Articles"
and other subdivisions are to the corresponding Articles or other subdivisions
of this Indenture; references by the symbol "Section " are to corresponding
sections of this Indenture; and the words "herein", "hereof", "hereby",
"hereunder", "hereinbefore" and "hereinafter" and other words of similar
purport refer to this Indenture generally and not to any particular Article,
section or other subdivision hereof.

Section 14.06. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

Section 14.07. Headings Note to Affect Construction. The headings of
the Articles, Sections and other subdivisions hereof herein are for convenience
only and shall not affect the construction hereof.

Section 14.08. Trust Indenture Act to Govern. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act 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 14.09. Legal Holidays. In any case where the date of
maturity of interest on or principal of (or premium, if any) on the Notes or
the date fixed for redemption or repayment of any Note shall not be a Business
Day at any Place of Payment with respect to Notes of that series then
(notwithstanding any other provisions of this Indenture or of the Note payment
of such interest on or principal of (or premium, if any, on) the Notes need not
be made on such date in such Place of Payment but may be made on the next
succeeding Business Day in such Place of Payment with the same force and effect
as if made on the date of maturity or the date fixed for redemption or
repayment, as the case may be, and no interest shall accrue for the period from
and after such date.

Section 14.10. APPLICABLE LAW. THIS INDENTURE AND EACH NOTE FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.

53
<PAGE> 59
First Interstate Bank of Texas, N.A., hereby accepts the trusts in
this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.

IN WITNESS WHEREOF, ASSOCIATES FIRST CAPITAL CORPORATION has caused
this Indenture to be signed and acknowledged by the Chairman of the Board, and
Vice Chairman, its President or any Vice President, and its corporate seal to
be affixed hereunto, and the same to be attested by its Secretary or an
Assistant Secretary, and First Interstate Bank of Texas, N.A., has caused this
Indenture to be signed and acknowledged by one of its Vice Presidents, has
caused its corporate seal to be affixed hereunto, and the same to be attested
by one of its Trust Officers, as of the day and year first written above.

54
<PAGE> 60
ASSOCIATES FIRST CAPITAL
CORPORATION

By:
---------------------------------
Executive Vice President

Attest:
-----------------------------
Assistant Secretary

FIRST INTERSTATE BANK OF TEXAS,
N.A.

By:
--------------------------------
Vice President

Attest:
-----------------------------
Trust Officer

STATE OF TEXAS )
COUNTY OF DALLAS ) ss.:

On the ______ day of ________________, 1995, before me personally came
_________________________________________ , to me known, who being by me duly
sworn, did depose and say that he resides at
________________________________________ _________; that he is Executive Vice
President of ASSOCIATES FIRST CAPITAL CORPORATION, one of the corporations
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

[SEAL]

-------------------------------------
Notary Public

My Commission expires
--------------,

55
<PAGE> 61
STATE OF TEXAS )
COUNTY OF DALLAS ) ss.:

On the ______ day of ________________, 1995, before me personally
came ______________________________________ ___, to me known, who being by me
duly sworn, did depose and say that he resides at _____________________________
____________; that he is a Vice President of _________________________________,
one of the corporations described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by the authority
of the by-laws of said corporation; and that he signed his name thereto by like
authority.

[SEAL]

56
<PAGE> 62
___________________________________________
Notary Public

My Commission expires _____________________.

<PAGE> 1
EXHIBIT 5

June 30, 1995

Associates First Capital Corporation
250 East Carpenter Freeway
Irving, TX 75062

Attention: Board of Directors

Re: Associates First Capital Corporation
Registration Statement on Form S-3

Gentlemen:

I am Assistant General Counsel of Associates First Capital Corporation (the
"Company"). In that capacity I have acted as counsel for the Company in
connection with the preparation and filing of a Registration Statement on Form
S-3, as filed with the Securities and Exchange Commission on or about June 30,
1995. Pursuant to the Registration Statement, up to $300,000,000 aggregate
principal amount of Notes of the Company, issuable from time to time pursuant
to the Indenture dated as of June 15, 1995, between the Company and First
Interstate Bank of Texas, N.A., as Trustee (the "Indenture"), are being
registered for offering and sale to the public by designated underwriters
and/or selling agents. Please be advised I am of the opinion that:

1. The Indenture, when duly authorized by appropriate corporate action and
duly executed, will have been duly authorized, executed and delivered by
the Company, and will constitute a valid and legally binding obligation
of the Company, except as limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights generally and general
equitable principles; and

2. When the issuance of Notes has been duly authorized by appropriate
corporate action and when such Notes have been duly executed,
authenticated and delivered in the form pursuant to and in accordance
with the Indenture and sold as described in the Registration Statement,
including the Prospectus and any Prospectus Supplement relating to such
Notes, such Notes will be legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture, subject to bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.

I hereby consent that the foregoing opinion may be filed as an exhibit to the
above referenced Registration Statement. I further consent to the use of my
name in the Registration Statement and the Prospectus related thereto.

Very truly yours,

/s/ Timothy M. Hayes
Timothy M. Hayes
Assistant General Counsel

<PAGE> 1

EXHIBIT 24

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 33- ) and the related Prospectus of our report dated
January 27, 1995, on our audits of the consolidated financial statements and
financial statement schedule of Associates First Capital Corporation. We also
consent to the reference to our Firm under the caption "Experts".

/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.

Dallas, Texas
June 30, 1995

<PAGE> 1
EXHIBIT 25

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or a director of Associates First Capital Corporation, which corporation
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
a Registration Statement pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issue and sale of not more than
$300,000,000 principal amount of debt securities bearing such name or
designation and having such maturities, such interest rates and other
provisions and to be in such form as may be selected by the responsible
officers of the Company, has made, constituted and appointed and by these
presents, does hereby make, constitute and appoint THOMAS E. DALE, ROY A.
GUTHRIE, KEITH W. HUGHES, JAMES E. JACK and CHESTER D. LONGENECKER, and each
of them, his true and lawful attorney, for him and in his name, place and
stead, and in his office and capacity as aforesaid, to sign and file said
Registration Statement and any and all amendments thereto and any and all other
documents to be signed and filed with the Securities and Exchange Commission in
connection therewith, hereby granting to said THOMAS E. DALE, ROY A. GUTHRIE,
KEITH W. HUGHES, JAMES E. JACK and CHESTER D. LONGENECKER, or any of them, as
said attorney, may or shall lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has set his hand and seal this
26th day of June, 1995.

Signature: /s/ Roy A. Guthrie
Roy A. Guthrie

Office: Executive Vice President, Comptroller,
Principal Accounting Officer and
Director
<PAGE> 2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has set his hand and seal this
26th day of June, 1995.

Signature: /s/ Keith W. Hughes
Keith W. Hughes

Office: Chairman of the Board, Principal
Executive Officer and Director
<PAGE> 3

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has set his hand and seal this
26th day of June, 1995.

Signature: /s/ James E. Jack
James E. Jack

Office: Senior Executive Vice President,
Principal Financial Officer and Director
<PAGE> 4

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has set his hand and seal this
26th day of June, 1995.

Signature: /s/ Joseph M. McQuillan
Joseph M. McQuillan

Office: Director

<PAGE> 1
EXHIBIT 26

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------
Form T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______

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

FIRST INTERSTATE BANK OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)

P. O. Box 4441 76-0034784
Houston, Texas 77210-4441 (I.R.S. Employer
(713) 250-4020 Identification Number)
(Address of Principal
Executive Offices)

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

ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)

DELAWARE
(State of Incorporation)

06-0876639
(I.R.S. Employer Identification Number)

ATTENTION: CHIEF FINANCIAL OFFICER
250 EAST CARPENTER FREEWAY
IRVING, TEXAS 75062-2729
(Address of Principal Executive Offices)

ASSOCIATES FIRST CAPITAL CORPORATION INVESTMENT NOTES
(Title of the indenture securities)

================================================================================
<PAGE> 2
Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

<TABLE>
<CAPTION>
Name: Address:
----- --------
<S> <C>
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank Dallas, Texas
Federal Deposit Insurance Corporation Washington, D.C.
National Bank Examiners Dallas, Texas
</TABLE>

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 3. Voting Securities of the Trustee.

Furnish the following information as to each class of voting securities of the
trustee:

<TABLE>
<CAPTION>
Col. A Col. B
Title of Class Amount Outstanding
-------------- ------------------
<S> <C>

</TABLE>

Item 4. Trusteeships Under Other Indentures.

If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:

(a) Title of the securities outstanding under each such other indenture.

(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of
the Act arises as a result of the trusteeship under any such other
indenture, including a statement as to how the indenture securities
will rank as compared with the securities issued under such other
indenture.

<PAGE> 3

Item 5. Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.

If the trustee or any of the directors or executive officers of the trustee is
a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.

Item 6. Voting Securities of the Trustee Owned by the Obligor or its
Officials.

Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Name of Owner Title of Class Amount Owned Percentage of Voting
Beneficially Securities Represented
by Amount Given in Col. C
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

</TABLE>

Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.

Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter:

</TABLE>

Item 8. Securities of the Obligor Owned or Held by the Trustee.

Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Title of Class Whether the Securities Amount Owned Percentage of Class
are Voting or Beneficially or Held Represented by Amount
Non-Voting Securities as Collateral Security Given in Col. C
for Obligations in Default
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

</TABLE>
<PAGE> 4
Item 9. Securities of Underwriters Owned by or Held by the Trustee.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Title of Issuer Amount Amount Owned Percentage of Class
and Title of Outstanding Beneficially or Held as Represented by Amount
Class Collateral Security for Given in Col. C
Obligations in Default
By Trustee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

</TABLE>

Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns ten percent (10%) or more of the voting securities of the
obligor or (2) is an affiliate, other than a subsidiary, of the obligor,
furnish the following information as to the voting securities of such person:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Title of Issuer Amount Amount Owned Percentage of Class
and Title of Outstanding Beneficially or Held as Represented by Amount
Class Collateral Security for Given in Col. C
Obligations in Default
By Trustee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

</TABLE>

Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns fifty percent (50%) or more of the voting securities of the
obligor, furnish the following information as to each class of securities of
such person any of which are so owned or held by the trustee:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Title of Issuer Amount Amount Owned Percentage of Class
and Title of Outstanding Beneficially or Held as Represented by Amount
Class Collateral Security for Given in Col. C
Obligations in Default
By Trustee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

</TABLE>
<PAGE> 5
Item 12. Indebtedness of the Obligor to the Trustee.

Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C
------ ------ ------
Nature of Amount Date Due
Indebtedness Outstanding
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>

</TABLE>

Item 13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.

Item 14. Affiliations with the Underwriters.

If any underwriter is an affiliate of the trustee, describe each such
affiliation.

Item 15. Foreign Trustee.

Identify the order or rule pursuant to which the foreign trustee is authorized
to act as sole trustee under the indentures qualified or to be qualified under
the Act.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility.

Exhibits identified in brackets below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.

Exhibit 1. A copy of the Articles of Association of First Interstate Bank
of Texas, National Association as now in effect, incorporated herein by
reference to Exhibit 1 to T-1; Registration No. 33-73538.
<PAGE> 6
Exhibit 2. A copy of the certificate of authority of First Interstate Bank
of Texas, National Association to commence business, incorporated herein by
reference to Exhibit 2 to T-1; Registration No. 33-73538.

Exhibit 3. A copy of the authorization of First Interstate Bank of Texas,
National Association to exercise corporate trust powers, incorporated
herein by reference to Exhibit 3 to T-1; Registration No. 33-73538.

Exhibit 4. A copy of the existing By-laws of First Interstate Bank of
Texas, National Association as now in effect, incorporated herein by
reference to Exhibit 4 to T-1; Registration No. 33-73538.

Exhibit 5. Not applicable.

Exhibit 6. The consent of First Interstate Bank of Texas, National
Association required by Section 321(b) of the Trust Indenture Act of 1939,
incorporated herein by reference to Exhibit 6 to T-1; Registration No.
33-73538.

Exhibit 7. A copy of the latest report of condition of First Interstate
Bank of Texas, National Association published pursuant to law or the
requirements of its supervising or examining authority, filed herewith.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,
First Interstate Bank of Texas, N.A., a national banking association organized
and existing under the laws of the United States, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Dallas and State of Texas, on the
29th day of June, 1995.

FIRST INTERSTATE BANK OF TEXAS, N.A.

By: /s/ LORIE THOMETZ
---------------------------------
Name: Lorie Thometz

Title: Vice President and Trust Officer
<PAGE> 7

Exhibit 7

A copy of the latest report of condition of the trustee published pursuant to
law or the requirements of its supervising or examining authority.
<PAGE> 8
<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires July 31, 1995
- -------------------------------------------------------------------------------------------------------------------------
1
[LOGO] Please Refer to Page i,
Table of Contents, for
the required disclosure
of estimated burden
- -------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY AND
TOTAL ASSETS OF $300 MILLION OR MORE - FFIEC 032

REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1995 (950331)
-----------
(RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with
member banks); 12 U.S.C. Section 1817 (State nonmember domestic offices only. Banks with branches and
banks); and 12 U.S.C. Section 161 (National banks). consolidated subsidiaries in U.S. territories and
possessions, Edge or Agreement subsidiaries, foreign
branches, consolidated foreign subsidiaries, or
International Banking Facilities must file FFIEC 031.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be
an authorized officer and the Report of Condition must be prepared in accordance with Federal Regulatory
attested to by not less than two directors (trustees) for authority instructions. NOTE: These instructions may
State nonmember banks and three directors for State member in some cases differ from generally accepted
and National banks. accounting principles.

I, Dennis M. Steen, Senior Vice President We, the undersigned directors (trustees), attest to
-------------------------------------------------------- the correctness of this Report of Condition
Name and Title of Officer Authorized to Sign Report (including the supporting schedules) and declare that
it has been examined by us and to the best of our
of the named bank do hereby declare that these Reports of knowledge and belief has been prepared in conformance
Condition and Income (including the supporting schedules) with the instructions issued by the appropriate
have been prepared in conformance with the instructions Federal regulatory authority and is true and correct.
issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief. /s/ DR. PETER C. MARZIO
-----------------------------------------------------
Director (Trustee) Dr. Peter C. Marzio
/s/ DENNIS M. STEEN
- ------------------------------------------------------------- /s/ JACK T. TROTTER
Signature of Officer Authorized to Sign Report -----------------------------------------------------
Director (Trustee) Jack T. Trotter

April 28, 1995 /s/ LINNET F. DEILY
- ------------------------------------------------------------- -----------------------------------------------------
Date of Signature Director (Trustee) Linnet F. Deily
- -------------------------------------------------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the NATIONAL BANKS: Return the original only in the
appropriate Federal Reserve District Bank. special return address envelope provided. If express
mail is used in lieu of the special return address
STATE NONMEMBER BANKS: Return the original only in the envelope, return the original only to the FDIC, c/o
special return address envelope provided. If express mail is Quality Data Systems, 2127 Espey Court, Suite 204,
used in lieu of the special return address envelope, return Crofton, MD 21114.
the original only to the FDIC, c/o Quality Data Systems,
2127 Espey Court, Suite 204, Crofton, MD 21114.
- -------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number 24344 3-31-95
----------- Banks should affix the address label in this space.
(RCRI 9050)
First Interstate Bank of Texas, N.A.
-----------------------------------------------------
Legal Title of Bank (TEXT 9010)

P.O. Box 3326
-----------------------------------------------------
City (TEXT 9130)

Houston, Texas 77253-3326
-----------------------------------------------------
State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
FFIEC 032
Page i
2

Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only and Total Assets of $300 Million or More

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

SIGNATURE PAGE COVER REPORT OF CONDITION
REPORT OF INCOME
Schedule RI-Income Statement . . . . . . . . . . RI-1, 2, 3 Schedule RC-Balance Sheet . . . . . . . . . . RC-1, 2
Schedule RI-A-Changes in Equity Capital . . . . . . . . RI-3 Schedule RC-A-Cash and Balances Due
Schedule RI-B-Charge-offs and Recoveries and From Depository Institutions . . . . . . . . RC-3
Changes in Allowance for Loan and Lease Schedule RC-B-Securities . . . . . . . . RC-3, 4, 5
Losses . . . . . . . . . . . . . . . . . . . . . RI-4, 5 Schedule RC-C-Loans and Lease Financing
Schedule RI-C--Applicable Income Taxes by Receivables:
Taxing Authority . . . . . . . . . . . . . . . . . . RI-5 Part I. Loans and Leases . . . . . . . . . RC-6, 7
Schedule RI-E--Explanations . . . . . . . . . . . . RI-5, 6 Part II. Loans to Small Businesses and
Small Farms (including in the forms for
June 30 only) . . . . . . . . . . . . . RC-7a, 7b
Schedule RC-D-Trading Assets and Liabilities
(to be completed only by selected banks) . . RC-8
Schedule RC-E-Deposit Liabilities . . . . . RC-9, 10
Disclosure of Estimated Burden Schedule RC-F-Other Assets . . . . . . . . . . RC-11
Schedule RC-G-Other Liabilities . . . . . . . . RC-11
The estimated average burden associated with this Schedule RC-K-Quarterly Averages . . . . . . . RC-12
information collection is 30.7 hours per respondent and is Schedule RC-L-Off Balance Sheet
estimated to vary from 15 to 200 hours per response, Items . . . . . . . . . . . . . . . . RC-12, 14, 15
depending on individual circumstances. Burden estimates Schedule RC-M-Memoranda . . . . . . . . . . RC-16, 17
include the time for reviewing instructions, gathering and Schedule RC-N-Past Due and Nonaccrual
maintaining data in the required form, and completing the Loans, Leases, and Other Assets . . . . . RC-18, 19
information collection, but exclude the time for compiling Schedule RC-O-Other Data for Deposit
and maintaining business records in the normal course of a Insurance Assessments . . . . . . . . . . RC-20, 21
respondent's activities. Comments concerning the accuracy of Optional narrative Statement Concerning the
this burden estimate and suggestions for reducing this Amounts Reported in the Reports
burden should be directed to the Office of Information and of Condition and Income . . . . . . . . . . . RC-24
Regulatory Affairs, Office of Management and Budget,
Washington, D.C. 20503, and to one of the following: SPECIAL REPORT (TO BE COMPLETED BY ALL BANKS)

Secretary Schedule RC-J-Repricing Opportunities (Sent only to
Board of Governors of the Federal Reserve System and to be completed only by savings banks)
Washington, D.C. 20551

Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219

Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429

For information or assistance, national and state nonmember banks should contact the FDIC's Call Reports Analysis
Unit, 550 17th Street, NW, Washington D.C. 20429, toll free on (800) 688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RI-1
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
3
Transit Number: 11300106
</TABLE>

Consolidated Report of Income
For the period January 1, 1995 -- March 31, 1995

Report of Income schedules are to be reported on a calendar year-to-date basis
thousands of dollars.

Schedule RI -- Income Statement

<TABLE>
<CAPTION>
I380 <-
Dollar Amounts in Thousands
----------------------------------------------------------------------------------------------------------------------
RIAD
----
<S> <C> <C> <C>
Interest income:
a. Interest and fee income on loans:
(1) Loans secured by real estate...................................................... 4011 26,372 1.a.1
(2) Loans to finance agricultural production and other loans to farmers............... 4024 140 1.a.2
(3) Commercial and industrial loans................................................... 4012 40,965 1.a.3
(4) Loans to individuals for household, family and other personal expenditures;
(a) Credit cards and related plans................................................ 4054 3,364 1.a.4a
(b) Other......................................................................... 4055 6,537 1.a.4b
(5) Loans to foreign governments and official institutions............................ 4056 0 1.a.5
(6) Obligations (other than securities and leases) of states and political subdivisions
in the U.S.:
(a) Taxable obligations........................................................... 4503 0 1.a.6a
(b) Tax-exempt obligations........................................................ 5404 1,486 1.a.6b
(7) All other loans................................................................... 4058 4,220 1.a.7
b. Income from lease financing receivables:
(1) Taxable leases.................................................................... 4505 0 1.b.1
(2) Tax-exempt leases................................................................. 4307 0 1.b.2
c. Interest income on balances due from depository institutions(1)....................... 4115 70 1.c
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations... 4027 14,072 1.d.1
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities............................................................ 4506 21 1.d.2a
(b) Tax-exempt securities......................................................... 4507 29 1.d.2b
(3) Other domestic debt securities.................................................... 3657 1,666 1.d.3
(4) Foreign debt securities........................................................... 3658 42 1.d.4
(5) Equity securities (including investments in mutual funds)......................... 3659 377 1.d.5
e. Interest income from assets held in trading accounts.................................. 4069 25 1.e
f. Interest income on federal funds sold and securities purchased under agreements to
resell................................................................................ 4020 462 1.f
g. Total interest income (sum of items 1.a through 1.f).................................. 4107 99,848 1.g
</TABLE>

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

(1) Includes interest income on time certificates of deposit not held for
trading.
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RI-2
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
4
Transit Number: 11300106
</TABLE>
Schedule RI -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
RIAD Year-to-date
----
<S> <C> <C> <C> <C>
2. Interest expense:
a. Interest on deposits:
(1) Transaction accounts (NOW accounts, ATS accounts, and telephone and
preauthorized transfer accounts)......................................... 4508 2,791 2.a.1
(2) Nontransaction accounts:
(a) Money market deposit accounts (MMDAs).................................... 4509 10,586 2.a.2a
(b) Other savings deposits................................................... 4511 1,884 2.a.2b
(c) Time certificates of deposit of $100,000 or more......................... 4174 2,138 2.a.2c
(d) All other time deposits.................................................. 4512 8,300 2.a.2d
b. Expense of federal funds purchased and securities sold under agreements to
repurchase................................................................... 4180 5,144 2.b
c. Interest on demand notes issued to the U.S. Treasury and on other borrowed
money........................................................................ 4185 6 2.c
d. Interest on mortgage indebtedness and obligations under capitalized leases... 4072 40 2.d
e. Interest on subordinated notes and debentures................................ 4200 26 2.e
f. Total interest expense (sum of Items 2.a through 2.e)........................ 4073 30,915 2.f
3. Net interest income (item 1.g minus 2.f).......................................... 4074 68,933 3.
4. Provisions:
a. Provision for loan and lease losses.......................................... 4230 0 4.a
b. Provision for allocated transfer risk........................................ 4243 0 4.b
5. Noninterest income:
a. Income from fiduciary activities............................................. 4070 2,695 5.a
b. Service charges on deposit accounts.......................................... 4080 23,553 5.b
c. Trading gains (losses) and fees from foreign exchange transactions........... 4075 (26) 5.c
d. Other foreign transaction gains (losses)..................................... 4076 0 5.d
e. Other gains (losses) and fees from trading assets and liabilities............ 4077 571 5.e
f. Other noninterest income:
(1) Other fee income......................................................... 5407 6,769 5.f.1
(2) All other noninterest income*............................................ 5408 4,627 5.f.2
g. Total noninterest income (sum of items 5.a through 5.f)...................... 4079 38,189 5.g
6. a. Realized gains (losses) on held-to-maturity securities....................... 3521 231 6.a
b. Realized gains (losses) on available-for-sale securities..................... 3196 0 6.b
7. Noninterest expense:
a. Salaries and employee benefits............................................... 4135 19,933 7.a
b. Expenses of premises and fixed assets (net of rental income) (excluding
salaries and employee benefits and mortgage interest)........................ 4217 7,167 7.b
c. Other noninterest expense*................................................... 4092 32,173 7.c
d. Total noninterest expense (sum of items 7.a through 7.c)..................... 4093 59,273 7.d
8. Income (loss) before income taxes and extraordinary items and other adjustments
(item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)..................... 4301 48,080 8.
9. Applicable income taxes (on item 8)............................................... 4302 16,714 9.
10. Income (loss) before extraordinary items and other adjustments (item 8 minus 9)... 4300 31,366 10.
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments, gross of income taxes*............ 4310 0 11.a
b. Applicable income taxes (on item 11.a)*...................................... 4315 0 11.b
c. Extraordinary items and other adjustments, net of income taxes (item 11.a
minus 11.b).................................................................. 4320 0 11.c
12. Net income (loss) (sum of items 10 and 11.c)...................................... 4340 31,366 12.
</TABLE>

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

Describe on Schedule RI-E -- Explanations.
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RI-3
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
5
Transit Number: 11300106
</TABLE>

Schedule RI -- Continued

<TABLE>
<CAPTION>
I381 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
RIAD Year-to-date
----
<S> <C> <C> <C>
Memoranda
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired
after August 7, 1986, that is not deductible for federal income tax purposes........ 4513 271 M.1
2. Income from the sale and servicing of mutual funds and annuities (included in
Schedule RI, item 8)................................................................ 8431 1,597 M.2
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b
above............................................................................... 4309 0 M.3

Number
------
4. Number of full-time equivalent employees on payroll at end of current period (round
to nearest whole number)............................................................ 4150 2,025 M.4
5. 6. Not applicable
MM DD YY
---------
6. If the reporting bank has restated its balance sheet as a result of applying push
down accounting this calendar year, report the date of the bank's acquisition....... 9106 N/A M.7
RIAD
---- Year-to-date
7. Trading revenue (from cash instruments and off-balance sheet derivative instruments)
(included in Schedule RI, items 5.c and 5.e):
a. Interest rate exposures.......................................................... 8757 0 M.8.a
b. Foreign exchange exposures....................................................... 8758 (26) M.8.b
c. Equity security and index exposures.............................................. 8759 0 M.8.c
d. Commodity and other exposures.................................................... 8760 M.8.d
8. Impact on income of off-balance sheet derivatives held for purposes other than
trading:
a. Net increase (decrease) to interest income....................................... 8761 177 M.9.a
b. Net (increase) decrease to interest expense...................................... 8762 (74) M.9.b
b. Other (noninterest) allocations.................................................. 8763 0 M.9.c
</TABLE>

Schedule RI-A -- Changes in Equity Capital

Indicate decreases and losses in parentheses.

<TABLE>
<CAPTION>
I383 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
RIAD
----
<S> <C> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of
Condition and Income.............................................................. 3215 482,264 1.
2. Equity capital adjustments from amended Reports of Income, net*................... 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2).............. 3217 482,264 3.
4. Net income (loss) (must equal Schedule RI, item 12)............................... 4340 31,366 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net................ 4346 0 5.
6. Changes incident to business combinations, net.................................... 4356 0 6.
7. LESS: Cash dividends declared on preferred stock.................................. 4470 0 7.
8. LESS: Cash dividends declared on common stock..................................... 4460 0 8.
9. Cumulative effect of changes in accounting principles from prior years* (see
instructions for this schedule)................................................... 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions
for this schedule)................................................................ 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale
securities........................................................................ 8433 0 11.
12. Other transactions with parent holding company* (not included in items 5, 7, or
8 above).......................................................................... 4415 0 12
13. Total equity capital end of current period (sum of items 3 through 12) (must
equal Schedule RC, item 28)....................................................... 3210 513,630 13.
</TABLE>

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

* Describe on Schedule RI-E -- Explanations.
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RI-4
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
6
Transit Number: 11300106
</TABLE>

Schedule RI-B -- Charge-offs and Recoveries and Changes in Allowance for Loan
and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

<TABLE>
<CAPTION>
I386 <-
Dollar Amount in Thousands
- ----------------------------------------------------------------------------------------------------------------------
------Calendar year-to-date------
(Column A) (Column B)
Charge-offs Recoveries
-------------- --------------
RIAD RIAD
---- ----
<S> <C> <C> <C> <C> <C>
Part I excludes charge-offs and recoveries through the located transfer
risk reserve.
1. Loans secured by real estate:
a. To U.S. addressees (domicile).................................... 4651 191 4661 872 1.a
b. To non-U.S. addressees (domicile)................................ 4652 0 4662 0 1.b
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions............. 4653 0 4663 0 2.a
b. To foreign banks................................................. 4654 0 4664 0 2.b
3. Loans to finance agricultural production and other loans to
farmers............................................................. 4655 0 4665 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile).................................... 4645 982 4617 547 4.a
b. To non-U.S. addressees (domicile)................................ 4646 0 4618 0 4.b
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans................................... 4656 900 4666 77 5.a
b. Other (includes single payment, installment, and all student
loans)........................................................... 4657 732 4667 183 5.b
6. Loans to foreign governments and official institutions.............. 4643 0 4627 0 6.
7. All other loans..................................................... 4644 13 4628 32 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile).................................... 4658 0 4668 0 8.a
b. Of non-U.S. addressees (domicile)................................ 4659 0 4669 0 8.b
9. Total (sum of items 1 through 8).................................... 4635 2,818 4605 1,711 9.

Memoranda

<CAPTION>
------Calendar year-to-date------
(Column A) (Column B)
Charge-offs Recoveries
-------------- --------------
RIAD RIAD
---- ----
<S> <C> <C> <C> <C> <C>
3. Not applicable.
1. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above......................... 5409 0 5410 0 M.4
2. Loans secured by real estate (sum of Memorandum items 5.a through
5.e must equal sum of Schedule RI-B, part I, items 1.a and 1.b,
above):
a. Construction and land development................................ 3582 0 3583 12 M.5.a
b. Secured by farmland.............................................. 3584 0 3585 0 M.5.b
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit................ 5411 0 5412 0 M.5.c1
(2) All other loans secured by 1-4 family residential properties. 5413 78 5414 15 M.5.c2
d. Secured by multifamily (5 or more) residential properties........ 3588 0 3589 0 M.5.d
e. Secured by nonfarm nonresidential properties..................... 3590 113 3591 845 M.5.e
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RI-5
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
7
Transit Number: 11300106
</TABLE>

Schedule RI-B -- Continued

Part II. Changes in Allowance for Loan and Lease Losses

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
RIAD
----
<S> <C> <C> <C>
Balance originally reported in the December 31, 1994, Reports of Condition and Income........ 3124 69,240 1.
Recoveries (must equal part I, item 9, column 8 above)....................................... 4605 1,711 2.
LESS: Charge-offs (must equal part I, item 9, column A above)................................ 4635 2,818 3.
Provision for loan and lease losses (must equal Schedule RI, item 4.a)....................... 4230 0 4.
Adjustments * (see instructions for this schedule)........................................... 4815 4,223 5.
Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, item
4.b)....................................................................................... 3123 72,356 6.
</TABLE>
- --------------
Describe on Schedule RI-E -- Explanations.

Schedule RI-C -- Applicable Income Taxes by Taxing Authority

<TABLE>
<CAPTION>
I389 <-
Schedule RI-C is to be reported with the December Report of Income. Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
RIAD
----
<S> <C> <C> <C>
Federal...................................................................................... 4780 N/A 1.
State and local.............................................................................. 4790 N/A 2.
Foreign...................................................................................... 4795 N/A 3.
Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b)........... 4770 N/A 4.
Deferred portion of item 4................................................................... 4772 N/A 5.
</TABLE>

Schedule RI-E -- Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)

<TABLE>
<CAPTION>
I395 <-
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
All other noninterest income (from Schedule RI, item 5.f.(2))
RIAD Year-to-date
----
<S> <C> <C> <C>
1. Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned............................................ 5415 N/A 1.a
b. Net gains on sales of loans..................................................... 5416 N/A 1.b
c. Net gains on sales of premises and fixed assets................................. 5417 N/A 1.c
2. Itemize and describe the three largest other amounts that exceed 10% of Schedule
RI, item 5.f.(2):
TEXT RIAD
---- ----
d. 4461: Income from Unconsolidated Subsidiaries................................. 4461 3,432 1.d
e. 4462: Check Sale Income....................................................... 4462 666 1.e
f. 4463: ........................................................................ 4463 N/A 1.f
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RI-6
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
8
Transit Number: 11300106
</TABLE>

Schedule RI-E -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
RIAD Year-to-date
-----
<S> <C> <C> <C>
1. Other noninterest expense (from Schedule R1, item 7.c):
a. Amortization expense of intangible assets..................................... 4531 1,207 2.a
2. Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned......................................... 5418 N/A 2.b
c. Net losses on sales of loans.................................................. 5419 N/A 2.c
d. Net losses on sales of premises and fixed assets.............................. 5420 N/A 2.d
3. Itemize and describe the three largest other amounts that exceed 10% of Schedule
RI, item 7.c:
TEXT RIAD
---- ----
e. 4464: Affiliate Banking Services 4464 11,868 2.e
f. 4467: ........................................................................ 4467 N/A 2.f
g. 4468: ........................................................................ 4468 N/A 2.g
4. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe
all extraordinary items and other adjustments):
TEXT RIAD
---- ----
a. (1) 4469: ............................................ 4469 0 3.a.1
(2) Applicable income tax effect...................... 4486 0 3.a.2
b. (1) 4487: ............................................ 4487 0 3.b.1
(2) Applicable income tax effect...................... 4488 0 3.b.2
c. (1) 4489: ............................................ 4489 0 3.c.1
(2) Applicable income tax effect...................... 4491 0 3.c.2

Equity capital adjustments from amended Reports of Income (from Schedule
RI-A, item 2) (itemize and describe all adjustments):
TEXT RIAD
---- ----
a. 4492: ....................................................................... 4492 N/A 4.a
b. 4493: ....................................................................... 4493 N/A 4.b
Cumulative effect of changes in accounting principles from prior years (from
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles):
TEXT RIAD
---- ----
a. 4494: ....................................................................... 4494 N/A 5.a
b. 4495: ....................................................................... 4495 N/A 5.b
Corrections of material accounting errors from prior years (from Schedule RI-A,
item 10) (itemize and describe all corrections):
TEXT RIAD
---- ----
a. 4496: ....................................................................... 4496 N/A 6.a
b. 4497: ....................................................................... 4497 N/A 6.b
Other transactions with parent holding company (from Schedule RI-A, item 12)
(itemize and describe all such transactions):
TEXT RIAD
---- ----
a. 4498: ....................................................................... 4498 N/A 7.a
b. 4499: ....................................................................... 4499 N/A 7.b
Adjustments to all allowance for loan and lease losses (from Schedule RI-B, part
II, item 5) (itemize and describe all adjustments):
TEXT RIAD
---- ----
a. 4521: Bank Acquisitions...................................................... 4521 4,223 8.a
b. 4522: ....................................................................... 4522 N/A 8.b

I398 I399 <-
</TABLE>
Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the Report of
Income):
No comment: X (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
<PAGE> 16
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-1
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
9
Transit Number: 11300106
</TABLE>

Consolidated Report of Condition for Insured
Commercial and State-Chartered Savings Banks for March 31, 1995

Schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC - Balance Sheet

<TABLE>
<CAPTION>
C300 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)................................. 0081 830,884 1.a
b. Interest bearing balnaces(2).......................................................... 0071 297 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)............................ 1754 1,019,104 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).......................... 1773 25,473 2.b
3. Federal funds sold and securiites purchased under agreements to resell:
a. Federal funds sold.................................................................... 0276 6,650 3.a
b. Securities purchased under agreements to resell....................................... 0277 0 3.b
RCON
-----
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)... 2122 4,189,890 4.a
b. LESS: Allowance for loan and lease losses....................... 3123 72,356 4.b
c. LESS: Allocated transfer risk reserve........................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b
and 4.c).............................................................................. 2125 4,117,534 4.d
5. Trading assets (from Schedule RC-D)........................................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)................................... 2145 125,226 6.
7. Other real estate owned (from Schedule RC-M)............................................... 2150 8,932 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule
RC-M)...................................................................................... 2130 16,379 8.
9. Customers' liability to this bank on acceptances outstanding............................... 2155 6,786 9.
10. Intangible assets (from Schedule RC-M)..................................................... 2143 66,515 10.
11. Other assets (from Schedule RC-F).......................................................... 2160 127,267 11.
12. Total assets (sum of items 1 through 11)................................................... 2170 6,351,127 12.
</TABLE>

- ---------------
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE> 17
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-2
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
10
Transit Number: 11300106
</TABLE>

Schedule RC -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
LIABILITIES
Deposits:
13. a. In domestic offices (sum of totals of columns A and C from Schedule RC-E..... 2200 5,354,758 13.a
(1) Noninterest-bearing(1).................................................... 6631 1,927,681 13.a.1
(2) Interest-bearing.......................................................... 6636 3,427,077 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs................
(1) Noninterest-bearing.......................................................
(2) Interest-bearing..........................................................
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased...................................................... 0278 366,640 14.a
b. Securities sold under agreements to repurchase............................... 0279 6,287 14.b
15. a. Demand notes issued to the U.S. Treasury..................................... 2840 0 15.a
b. Trading liabilities (from Schedule RC-D)..................................... 3548 0 15.b
16. Other borrowed money:
a. With original maturity of one year or less................................... 2332 1,922 16.a
b. With original maturity of more than one year................................. 2333 418 16.b
17. Mortgage indebtedness and obligations under capitalized leases................. 2910 1,617 17.
18. Bank's liability on acceptances executed and outstanding....................... 2920 6,786 18.
19. Subordinated notes and debentures.............................................. 3200 45,000 19.
20. Other liabilities (from Schedule RC-G)......................................... 2930 54,069 20.
21. Total liabilities (sum of items 13 through 20)................................. 2948 5,837,497 21.
22. Limited-life preferred stock and related surplus............................... 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................. 3838 0 23.
24. Common stock................................................................... 3230 50,000 24.
25. Surplus (exclude all surplus related to preferred stock)....................... 3839 779,225 25.
26. a. Undivided profits and capital reserves...................................... 3632 (315,595) 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities...... 8434 0 26.b
27. Cumulative foreign currency translation adjustments............................
28. Total equity capital (sum of items 23 through 27).............................. 3210 513,630 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22 and 28)........................................................... 3300 6,351,127 29.

MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank
by independent external auditors as of any date during 1994.................... 6724 2 M.1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a
certified public accounting firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
</TABLE>

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

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 18
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-3
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
11
Transit Number: 11300106
</TABLE>

Schedule RC-A -- Cash and Balances Due from Depository Institutions
Include assets held for trading.

<TABLE>
<Caption<
C305 <-
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits.............................. 0020 495,026 1.a
b. Currency and coin.................................................................... 0080 151,529 1.b
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks.......................................... 0083 0 2.a
b. Other commercial banks in the U.S. and other depository institutions in the U.S...... 0085 73,428 2.b
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks................................................. 0073 0 3.a
b. Other banks in foreign countries and foreign central banks........................... 0074 5,041 3.b
4. Balances due from Federal Reserve Banks................................................. 0090 106,157 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)..... 0010 831,181 5.
</TABLE>

Memorandum

<TABLE>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in items
2.a and 2.b above)...................................................................... 0050 73,131 M.1
</TABLE>

Schedule RC-B -- Securities

Exclude assets held for trading.

<TABLE>
<CAPTION>
C310 <-
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
(Column C) (Column D)
(Column A) (Column B) Amortized Fair
Amortized Cost Fair Value Cost Value(1)
---------------- ---------------- ------------ ------------
RCON RCON RCON RCON
---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities.......... 0211 431,387 0213 426,419 1286 0 1287 0 1.
2. U.S. Government agency and
corporation obligations (exclude
mortgage-backed securities):
RCON RCON RCON RCON
---- ---- ---- ----
a. Issued by U.S. Government
agencies(2).................... 1289 0 1290 0 1291 0 1293 0 2.a
b. Issued by U.S. Government-
sponsored agencies(3).......... 1294 21,380 1295 21,254 1297 0 1298 0 2.b
</TABLE>

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

(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.

(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.

(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-4
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
12
Transit Number: 11300106
</TABLE>

Schedule RC-B - Continued
Include assets held for trading.

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
---------------- ---------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. Securities issued by states and political
subdivisions in the U.S.:
RCON RCON RCON RCON
---- ---- ---- ----
a. General obligations............................... 1676 601 1677 607 1678 0 1679 3.a
b. Revenue obligations............................... 1681 1,304 1686 1,409 1690 0 1691 0 3.b
c. Industrial development and similar obligations.... 1694 0 1695 0 1696 0 1697 0 3.c
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA............................ 1698 75,269 1699 75,766 1701 0 1702 0 4a1
(2) Issued by FNMA and FHLMC...................... 1703 155,553 1705 154,069 1706 0 1707 0 4a2
(3) Other pass-through securities................. 1709 0 1710 0 1711 0 1713 0 4a3
b. Other mortgage-backed securities (include CMOs,
REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, GNMA............ 1714 208,777 1715 201,884 1716 0 1717 0 4b1
RCON RCON RCON RCON
---- ---- ---- ----
(2) Collateralized by MBS issued or guaranteed by
FNMA, FHLMC, or GNMA.......................... 1718 15,121 1719 14,822 1731 0 1732 0 4b2
(3) All other mortgage-backed securities.......... 1733 60,427 1734 57,245 1735 0 1736 0 4b3
5. Other debt securities:
RCON RCON RCON RCON
---- ---- ---- ----
a. Other domestic debt securities.................... 1737 46,335 1738 45,435 1739 0 1741 0 5.a
b. Foreign debt securities........................... 1742 3,030 1743 3,030 1744 0 1746 0 5.b
6. Equity securities:
RCON RCON RCON RCON
---- ---- ---- ----
a. Investments in mutual funds....................... 1747 92 1748 92 6.a
b. Other equity securities with readily determinable
fair values....................................... 1749 0 1751 0 6.b
c. All other equity securities(1).................... 1752 25,381 1753 25,381 6.c
RCON RCON RCON RCON
---- ---- ---- ----
7. Total (sum of items 1 through 6)(total of column A
must equal Schedule RC, item 2.a) (total of column D
must equal Schedule RC, item 2.b).................... 1754 1,019,184 1771 1,001,940 1772 25,473 1773 25,473 7.
</TABLE>

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

(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
<PAGE> 20
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-5
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
13
Transit Number: 11300106
</TABLE>

Schedule RC-B -- Continued

Memoranda

<TABLE>
<CAPTION>
C312 <-
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Pledged securities (2).......................................................... 0416 373,930 M.1
2. Maturity and repricing data for debt securities (2,3,4)(excluding those in
nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less................................................... 0343 60,955 M.2.a1
(2) Over three months through 12 months.................................... 0344 170,260 M.2.a2
(3) Over one year through five years....................................... 0345 299,537 M.2.a3
(4) Over five years........................................................ 0346 316,123 M.2.a4
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1)
through 2.a(4))............................................................ 0347 846,875 M.2.a5
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently........................................... 4544 135,571 M.2.b1
(2) Annually or more frequently, but less frequently than quarterly........ 4545 36,738 M.2.b2
(3) Every five years or more frequently, but less frequently than
annually................................................................... 4551 0 M.2.b3
(4) Less frequently than every five years.................................. 4552 0 M.2.b4
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1)
through 2.b.(4))........................................................... 4553 172,309 M.2.b5
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must
equal total debt securities from Schedule RC-B, sum of items 1 through 5,
columns A and D, minus nonaccrual debt securities included in Schedule
RC-N, item 9, column C).................................................... 0393 1,019,184 M.2.c
3. Not applicable..................................................................
4. Held-to-maturity debt securities restructured and in compliance with modified
terms (included in Schedule RC-B, items 3 through 5, column A, above)........... 5365 0 M.4
5. Not applicable..................................................................
6. Floating rate debt securities with a remaining maturity of one year or less(2)
(included in Memorandum item 2.b.(5) above)..................................... 5519 2,953 M.6
7. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar year-to-date
(report the amortized cost at date of sale or transfer)......................... 1778 0 M.7
8. High-risk mortgage securities (included in the held-to-maturity and
available-for-sale accounts in Schedule RC-B, item 4.b):
a. Amortized cost............................................................. 8780 0 M.8.a
b. Fair value................................................................. 8781 0 M.8.b
9. Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, and 5):
a. Amortized cost............................................................. 8782 0 M.9.a
b. Fair value................................................................. 8783 0 M.9.b
</TABLE>

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

(2) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.

(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.

(4) Memorandum item 2 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
<PAGE> 21
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-6
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
14
Transit Number: 11300106
</TABLE>

Schedule RC-C -- Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading.

<TABLE>
<CAPTION>
C315 <-
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Loans secured by real estate:
a. Construction and land development............................................... 1415 131,715 1.a
b. Secured by farmland (including farm residential and other improvements)......... 1420 4,238 1.b
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties and
extended under lines of credit.............................................. 1797 80 1.c.1
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens.................................................. 5367 565,726 1.c.2a
(b) Secured by junior liens................................................. 5368 47,351 1.c.2b
d. Secured by multifamily (5 or more) residential properties....................... 1460 51,266 1.d
e. Secured by nonfarm nonresidential properties.................................... 1480 475,499 1.e
2. Loans to depository institutions:
a. To commercial banks in the U.S.:
(1) To U.S. branches and agencies of foreign banks.............................. 1506 0 2.a.1
(2) To other commercial banks in the U.S........................................ 1507 6 2.a.2
b. To other depository institutions in the U.S..................................... 1517 0 2.b
c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks..................................... 1513 0 2.c.1
(2) To other banks in foreign countries......................................... 1516 8,184 2.c.2
3. Loans to finance agricultural production and other loans to farmers................ 1590 15,350 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)................................................... 1763 2,046,128 4.a
b. To non-U.S. addressees (domicile)............................................... 1764 48,610 4.b
5. Acceptances of other banks:
a. Of U.S. banks................................................................... 1756 0 5.a
b. Of foreign banks................................................................ 1757 0 5.b
6. Loans to individuals for household, family, and other personal expenditures (i.e.,
consumer loans) (includes purchased paper):
a. Credit cards and related plans (includes check credit and other revolving credit
plans).......................................................................... 2008 119,774 6.1
b. Other (includes single payment, installment, and all student loans)............. 2011 297,972 6.b
7. Loans to foreign governments and official institutions (including foreign central
banks)............................................................................. 2081 0 7.
8. Obligations (other than securities and leases) of states and political subdivisions
in the U.S. (includes nonrated industrial development obligations)................. 2107 70,337 8.
9. Other loans:
a. Loans for purchasing or carrying securities (secured and unsecured)............. 1545 102,858 9.a
b. All other loans (exclude consumer loans)........................................ 1564 202,633 9.b
10. Lease financing receivables (net of unearned income):
a. Of U.S. addressees (domicile)................................................... 2182 0 10.a
b. Of non-U.S. addressees (domicile)............................................... 2183 0 10.b
11. LESS: Any unearned income on loans reflected in items 1-9 above.................... 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus
item 11) (must equal Schedule RC, item 4.a)........................................ 2122 4,189,890 12.
</TABLE>
<PAGE> 22
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-7
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
15
Transit Number: 11300106
</TABLE>

Schedule RC-C - Continued

Part I. Continued

Memoranda

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above............................... 1496 0 M.1
2. Loans and leases restructured and in compliance with modified terms (included in
Schedule RC-C, part I, above):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile)................................................... 1687 0 M.2.a1
(2) To non-U.S. addressees (domicile)............................................... 1689 0 M.2.a2
b. All other loans and all lease financing receivables (exclude loans to individuals
for household, family, and other personal expenditures).............................. 8691 0 M.2.b
c. Commercial and industrial loans to and lease financing receivables of non-U.S.
addressees (domicile) included in Memorandum item 2.b above.......................... 8692 0 M.2.c
3. Maturity and repricing data for loans and leases (1)(excluding those in nonaccrual
status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less............................................................ 0348 102,010 M.3.a1
(2) Over three months through 12 months............................................. 0349 156,042 M.3.a2
(3) Over one year through five years................................................ 0356 692,397 M.3.a3
(4) Over five years................................................................. 0357 335,993 M.3.a4
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1) through
3.a.(4))........................................................................ 0358 1,286,442 M.3.a5
b. Floating rate loans with a repricing frequency of:
(1) Quarterly or more frequently.................................................... 4554 2,542,650 M.3.b1
(2) Annually or more frequently, but less frequently than quarterly................. 4555 218,102 M.3.b2
(3) Every five years or more frequently, but less frequently than annually.......... 4561 21 M.3.b3
(4) Less frequently than every five years........................................... 4564 129,363 M.3.b4
(5) Total floating rate loans (sum of Memorandum items 3.b.1 through 3.b.(4))....... 4567 2,890,136 M.3.b5
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) (Must equal
the sum of total loans and leases, net, from Schedule RC-C, part I, item 12, plus
unearned income from Schedule RC-C, part I, item 11, minus total nonaccrual loans
and leases from Schedule RC-N, sum of items 1 through 8, column C)................... 1479 4,176,578 M.3.c
4. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part I, items 4
and 9.b, page RC-6(2)................................................................... 2746 84,302 M.4
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)............... 5369 4,256 M.5
6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential
properties (included in Schedule RC-C, part I, item 1.c.(2)(a), page RC-6).............. 5370 141,169 M.6
</TABLE>

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

(1) Memorandum item 3 is not applicable to savings banks that must complete
Schedule RC-J.

(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, items 1.a through 1.e.
<PAGE> 23
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-8
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
16
Transit Number: 11300106
</TABLE>

Schedule RC-D -- Trading Assets and Liabilities

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).

<TABLE>
<CAPTION>
C320 <-
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
ASSETS RCON
----
<S> <C> <C> <C>
1. U.S. Treasury securities................................................................ 3531 N/A 1.
2. U.S. Government agency and corporation obligations (exclude mortgage-backed
securities)............................................................................. 3532 N/A 2.
3. Securities issued by states and political subdivisions in the U.S....................... 3533 N/A 3.
4. Mortgage-backed securities (MBS):
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA................. 3534 N/A 4.a
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include
CMOs, REMICs, and stripped MBS)...................................................... 3535 N/A 4.b
c. All other mortgage-backed securities................................................. 3536 N/A 4.c
5. Other debt securities................................................................... 3537 N/A 5.
6. Certificates of deposit................................................................. 3538 N/A 6.
7. Commercial paper........................................................................ 3539 N/A 7.
8. Bankers acceptances..................................................................... 3540 N/A 8.
9. Other trading assets.................................................................... 3541 N/A 9.
10. Not applicable..........................................................................
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and
equity contracts........................................................................ 4549 N/A 11.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)....... 3545 N/A 12.

LIABILITIES
13. Liability for short positions........................................................... 3546 N/A 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and
equity contracts........................................................................ 3547 N/A 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item
15.b)................................................................................... 3548 N/A 15.
</TABLE>
<PAGE> 24
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-9
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
17
Transit Number: 11300106
</TABLE>

Schedule RC-E -- Deposit Liabilities

<TABLE>
<CAPTION>
C325 <-
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------
-Nontransaction-
--------Transaction Accounts-------- Accounts
(Column A) (Column C)
Total (Column B) Total
transaction Memo: Total nontransaction
accounts demand deposits accounts
(including total (included in (including
demand deposits) column A) MMDAs)
---------------- ---------------- ----------------
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of:
1. Individuals, partnerships and corporations... 2201 2,542,157 2240 1,712,165 2346 2,555,117 1.
2. U.S. Government.............................. 2202 8,894 2280 8,894 2520 0 2.
3. States and political subdivisions in the
U.S.......................................... 2203 41,926 2290 20,361 2530 19,269 3.
4. Commercial banks in the U.S.................. 2206 133,291 2310 133,291 4.
a. U.S. branches and agencies of foreign
banks........................................ 2347 0 4a
b. Other commercial banks in the U.S......... 2348 1,032 4b
5. Other depository institutions in the U.S..... 2207 808 2312 808 2349 102 5.
6. Banks in foreign countries................... 2213 0 2320 0 6.
a. Foreign branches of other U.S. banks...... 2367 0 6a
b. Other banks in foreign countries.......... 2373 0 6b
7. Foreign governments and official institutions
(including foreign central banks)............ 2216 0 2300 0 2377 0 7.
8. Certified and official checks................ 2330 52,162 2330 523,162 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC, item
13.a)........................................ 2215 2,779,238 2210 1,927,681 2385 2,575,520 9.
</TABLE>

Memoranda

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts............. 6835 178,497 M.1.a
b. Total brokered deposits......................................................... 2365 0 M.1.b
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000............................... 2343 0 M.1.c1
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less... 2344 0 M.1.c2
d. Total deposits denominated in foreign currencies................................ 3776 0 M.1.d
e. Preferred deposits (uninsured deposits of states and political subdivisions in
the U.S. reported in item 3 above which are secured or collateralized as
required under state law)....................................................... 5590 47,651 M.1.e
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d
must equal item 9, Column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)....................................... 6810 1,217,835 M.2.a1
(2) Other savings deposits (excludes MMDAs)..................................... 0352 387,411 M.2.a2
b. Total time deposits of less than $100,000....................................... 6648 788,967 M.2.b
c. Time certificates of deposit of $100,000 or more................................ 6645 179,778 M.2.c
d. Open-account time deposits of $100,000 or more.................................. 6646 1,529 M.2.d
3. All NOW accounts (included in column A above)...................................... 2398 851,556 M.3
</TABLE>
<PAGE> 25
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-10
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
18
Transit Number: 11300106
</TABLE>

SCHEDULE RC-E -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
Memoranda (Continued)
Deposit Totals for FDIC Insurance Assessments
4. Total deposits (sum of item 9, column A and item 9, column C) (must equal
Schedule RC item 13.a).......................................................... 2200 5,354,758 M.4
a. Total demand deposits (must equal item 9, column B).......................... 2210 1,927,681 M.4.a
b. Total time and savings deposits(1) (must equal item 9, column A plus item 9,
column C minus item 9, column B)............................................. 2350 3,427,077 M.4.b
- ---------------

(1) For FDIC insurance assessment purposes, "total time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.

5. Time deposits of less than $100,000 and open-account time deposits of $100,000
or more (included in Memorandum items 2.b and 2.d above) with a remaining
maturity or repricing frequency of:(1)
a. Three months or less.......................................................... 0359 278,947 M.5.a
b. Over three months through 12 months (but not over 12 months).................. 3644 329,292 M.5.b
6. Maturity and repricing data for time certificates of deposit of $100,000 or
more:(1)
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining
maturity of:
(1) Three months or less...................................................... 2761 91,148 M.6.a1
(2) Over three months through 12 months....................................... 2762 66,238 M.6.a2
(3) Over one year through five years.......................................... 2763 21,038 M.6.a3
(4) Over five years........................................................... 2765 351 M.6.a4
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of
Memorandum items 6.a.(1) through 6.a.(4))........................................ 2767 178,775 M.6.a5
b. Floating rate time certificates of deposit of $100,000 or more with a
repricing frequency of:
(1) Quarterly or more frequently.............................................. 4568 1,003 M.6.b1
(2) Annually or more frequently, but less frequently than quarterly........... 4569 0 M.6.b2
(3) Every five years or more frequently, but less frequently than annually.... 4571 0 M.6.b3
(4) Less frequently than every five years..................................... 4572 0 M.6.b4
(5) Total floating rate time certificates of deposit of $100,000 or more (sum
of Memorandum items 6.b.(1) through 6.b.(4)).............................. 4573 1,003 M.6.b5
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum
items 6.a.(5) and 6.b.(5)) (must equal Memorandum item 2.c above)............. 6645 179,778 M.6.c
</TABLE>

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

(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
<PAGE> 26
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-11
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
19
Transit Number: 11300106
</TABLE>

Schedule RC-F -- Other Assets

<TABLE>
<CAPTION>
C330 <-
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C> <C> <C>
1. Income earned, not collected on loans................................................... 2164 28,354 1.
2. Net deferred tax assets(1).............................................................. 2148 34,820 2.
3. Excess residential mortgage servicing fees receivable................................... 5371 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item)....................... 2168 64,093 4.
TEXT RCON
---- ----
a. 3549: Broker/Dealer Receivable.................3549 17,277 4.a
b. 3550:..........................................3550 N/A 4.b
c. 3551:..........................................3551 N/A 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11)...................... 2160 127,267 5.
</TABLE>

Memorandum

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes.......................... 5610 0 M.1
</TABLE>

Schedule RC-G -- Other Liabilities

<TABLE>
<CAPTION>
C335 <-
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits(2)........................................... 3645 6,009 1.a
b. Other expenses accrued and unpaid (includes accrued income taxes payable)............ 3646 45,935 1.b
2. Net deferred tax liabilities(1)......................................................... 3049 0 2.
3. Minority interest in consolidated subsidiaries.......................................... 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item)....................... 2938 2,125 4.
TEXT RCON
---- ----
a. 3552: Deferred Fee-Unfunded Commitments..... 3552 1,904 4.a
b. 3553:....................................... 3553 N/A 4.b
c. 3554:....................................... 3554 N/A 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)...................... 2930 54,069 5.
</TABLE>

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

(1) See discussion of deferred income taxes in Glossary entry on "income taxes."

(2) For savings banks, includes "dividends" accrued and unpaid on deposits.
<PAGE> 27
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-12
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
20
Transit Number: 11300106
</TABLE>

Schedule RC-K -- Quarterly Averages(1)

<TABLE>
<CAPTION>
C355 <-
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
ASSETS
1. Interest-bearing balances due from depository institutions............................ 3381 191 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2).... 3382 990,703 2.
3. Securities issued by states and political subdivisions in the U.S.(2)................. 3383 3,229 3.
4. a. Other debt securities(2)......................................................... 3647 131,990 4.a
b. Equity securities (3) (includes investments in mutual funds and Federal Reserve
stock)........................................................................... 3648 26,232 4.b
5. Federal funds sold and securities purchased under agreements to resell................ 3365 33,367 5.
6. Loans:
a. Total Loans...................................................................... 3360 4,023,231 6.a
b. Loans secured by real estate..................................................... 3385 1,234,191 6.b
c. Loans to finance agricultural production and other loans to farmers.............. 3386 5,467 6.c
d. Commercial and industrial loans.................................................. 3387 2,032,239 6.d
e. Loans to individuals for household, family, and other personal expenditures...... 3388 414,880 6.e
7. Trading assets........................................................................ 3401 2,308 7.
8. Lease financing receivables (net of unearned income).................................. 3484 2,163 8.
9. Total assets(4)....................................................................... 3368 6,276,810 9.

LIABILITIES
10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and telephone and
preauthorized transfer accounts) (exclude demand deposits)............................ 3485 877,070 10.
11. Nontransaction accounts:
a. Money market deposit accounts (MMDAs)............................................ 3486 1,261,322 11.a
b. Other savings deposits........................................................... 3487 359,661 11.b
c. Time certificates of deposit of $100,000 or more................................. 3345 181,382 11.c
d. All other time deposits.......................................................... 3469 785,540 11.d
12. Federal funds purchased and securities sold under agreements to repurchase............ 3353 358,504 12.
13. Other borrowed money.................................................................. 3555 976 13.
</TABLE>

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

(1) For all items, banks have the option of reporting either (1) an average of
daily figures for the quarter or (2) an average of weekly figures (i.e., the
Wednesday of each week of the quarter).

(2) Quarter averages for all debt securities should be based on amortized cost.

(3) Quarterly averages for all equity securities should be based on historical
cost.

(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
<PAGE> 28
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-13
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
21
Transit Number: 11300106
</TABLE>

Schedule RC-L -- Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

<TABLE>
<CAPTION>
C360 <-
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
RCON
-----
<S> <C> <C> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g.,
home equity lines................................................................ 3814 77 1.a
b. Credit card lines................................................................ 3815 278,777 1.b
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate............................. 3816 139,794 1.c.1
(2) Commitments to fund loans not secured by real estate......................... 6550 843 1.c.2
d. Securities underwriting.......................................................... 3817 0 1.d
e. Other unused commitments......................................................... 3818 1,905,124 1.e
2. Financial standby letters of credit................................................. 3819 168,517 2.
RCON
----
a. Amount of financial standby letters of credit conveyed to others. 3820 12,164 2.a
RCON
----
3. Performance standby letters of credit.............................. 3821 21,598 3.
a. Amount of performance standby letters of credit conveyed to others............... 3822 2,681 3.a
4. Commercial and similar letters of credit............................................ 3411 62,380 4.
5. Participations in acceptances (as described in the instructions) conveyed to others
by the reporting bank............................................................... 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by the
reporting (nonaccepting) bank....................................................... 3429 7,597 6.
7. Securities borrowed................................................................. 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank)..................................... 3433 0 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated
as sold for Call Report purposes:
a. FNMA and FHLMC residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date............................................................................. 3650 0 9.a.1
(2) Amount of recourse exposure on these mortgages as of the report date......... 3651 0 9.a.2
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools:
(1) Outstanding principal balance of mortgages tarnsferred as of the report
date............................................................................. 3652 0 9.b.1
(2) Amount of recourse exposure on these mortgages as of the report date......... 3653 0 9.b.2
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date............................................................................. 3654 0 9.c.1
(2) Amount of recourse exposure on these mortgages as of the report date......... 3655 0 9.c.2
10. When-issued securities:
a. Gross commitments to purchase.................................................... 3434 0 10.a
b. Gross commitments to sell........................................................ 3435 0 10.b
11. Spot foreign exchange contracts..................................................... 8765 11,100 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital").................................................... 3430 0 12.
TEXT RCON
---- ----
a. 3555: ........................................................ 3555 N/A 12.a
b. 3556: ........................................................ 3556 N/A 12.b
c. 3557: ........................................................ 3557 N/A 12.c
d. 3558: ........................................................ 3558 N/A 12.d
13. All other off-balance sheet assets (exclude off-balance sheet derivates) (itemize
and describe each component of this item over 25% of Schedule RC, item 28, "Total
equity capital").................................................................... 5591 0 13.
TEXT RCON
---- ----
a. 5592: ........................................................ 5592 N/A 13.a
b. 5593: ........................................................ 5593 N/A 13.b
c. 5594: ........................................................ 5594 N/A 13.c
d. 5595: ........................................................ 5595 N/A 13.d
</TABLE>
<PAGE> 29
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-14
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
22
Transit Number: 11300106
</TABLE>

Schedule RC-L -- Continued

<TABLE>
<CAPTION>
C361 <-
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Interest Foreign Equity Commodity
Balance Sheet Derivatives Rate Exchange Derivative And Other
Position Indicators Contracts Contracts Contracts Contracts
- -------------------------------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1. Gross amounts (e.g., notional amounts)(for each
column, sum of items 14.a through 14.e must equal
sum of items 15, 16.a, and 16.b):
a. Futures contracts............................. 0 0 0 0 14.a
RCON 8693 RCON 8694 RCON 8695 RCON 8696
b. Forward contracts............................. 0 31,104 0 0 14.b
RCON 8697 RCON 8698 RCON 8699 RCON 8700
c. Exchange-traded option contracts:
(1) Written options........................... 0 0 0 0 14.c1
RCON 8701 RCON 8702 RCON 8703 RCON 8704
(2) Purchased options......................... 0 0 0 0 14.c2
RCON 8705 RCON 8706 RCON 8707 RCON 8708
d. Over-the-counter option contracts:
(1) Written options........................... 3,132 0 0 0 14.d1
RCON 8709 RCON 8710 RCON 8711 RCON 8712
(2) Purchased options......................... 1,013,132 0 0 0 14.d2
RCON 8713 RCON 8714 RCON 8715 RCON 8716
e. Swaps......................................... 176,865 0 0 0 14.e
RCON 3450 RCON 3826 RCON 8719 RCON 8720
2. Total gross notional amount of derivative contracts
held for trading................................... 0 0 0 0 15.
RCON 7186 RCON 7187 RCON 8723 RCON 8724
3. Total gross notional amount of derivative contracts
held for purposes other than trading:
a. Contracts marked to market.................... 1,189,997 31,104 0 0 16.a
RCON 8725 RCON 8726 RCON 8727 RCON 8728
b. Contracts not marked to market................ 3,132 0 0 0 16.b
RCON 8729 RCON 8730 RCON 8731 RCON 8732
</TABLE>
<PAGE> 30
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-15
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
23
Transit Number: 11300106
</TABLE>

SCHEDULE RC-L -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
-balance Sheet Interest Foreign Equity Commodity
Derivatives Position Rate Exchange Derivatives And Other
Indicators Contracts Contracts Contracts Contracts
- ----------------------------------------------------------------------------------------------------------------------
RCON RCON RCON RCON
---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Gross fair values:
a. Contracts held for trading:
(1) Gross positive fair
value........................... 8733 0 8734 0 8735 0 8736 0 17.a1
(2) Gross negative fair
value........................... 8737 0 8738 0 8739 0 8740 0 17.a2
b. Contracts held for purposes
other than trading that are
marked to market:
(1) Gross positive fair
value........................... 8741 2,883 8742 703 8743 0 8744 0 17.b1
(2) Gross negative fair
value........................... 8745 2,225 8746 509 8747 0 8748 0 17.b2
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair
value........................... 8749 3 8750 0 8751 0 8752 0 17.c1
(2) Gross negative fair
value........................... 8753 3 8754 0 8755 0 8756 0 17.c2
</TABLE>

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C> <C> <C>
Memoranda
1-2. Not applicable.................................................................
Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the unused
portions of commitments that are fee paid or otherwise legally binding)........ 3833 1,434,115 M.3
RCON
----
a. Participations in commitments with an original........... 3834 54.322 M.3.a
3. To be completed only by banks with $1 billion or more in total assets:
4. Standby letters of credit (both financial and performance) issued to non-U.S.
addressees (domicile) included in Schedule RC-L, items 2 and 3, above.......... 3377 831 M.4
5. Installment loans to individuals for household, family and other personal
expenditures that have been securitized and sold without recourse (with
servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles............................. 2741 N/A M.5.a
b. Credit cards and related plans.............................................. 2742 N/A M.5.b
c. All other consumer installment credit (including mobile home loans)......... 2743 N/A M.5.c
</TABLE>
<PAGE> 31
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-16
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
24
Transit Number: 11300106
</TABLE>

Schedule RC-M -- Memoranda

<TABLE>
<CAPTION>
C365 <-
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors,
principal shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors,
principal shareholders and their related interests................................... 6164 14,304 1.a
RCON Number
---- ------
b. Number of executive officers, directors, and principal shareholders
to whom the amount of all extensions of credit by the reporting
bank (including extensions of credit to related interests) equals
or exceeds the lesser of $500,000 or 5 percent of total capital as
defined for this purpose in agency regulations..................... 6165 2 1.b
2. Federal funds sold and securities purchased under agreements to resell with U.S.
branches and agencies of foreign banks (1) (included in Schedule RC, items 3.a and
3.b).................................................................................... 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for
others (include both retained servicing and purchased servicing):
a. Mortgages serviced under a GNMA contract............................................. 5500 0 4.a
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer............................................... 5501 0 4.b.1
(2) Serviced without recourse to servicer............................................ 5502 0 4.b.2
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract......................................... 5503 0 4.c.1
(2) Serviced under a special option contract......................................... 5504 0 4.c.2
d. Mortgages serviced under other servicing contracts................................... 5505 0 4.d
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b
must equal Schedule RC, item 9):
a. U.S. addressees (domicile)........................................................... 2103 2,326 5.a
b. Non-U.S. addressees (domicile)....................................................... 2104 4,460 5.b
6. Intangible assets:
a. Mortgage servicing rights............................................................ 3164 0 6.a
b. Other identifiable intangible assets:
(1) Purchased credit card relationships.............................................. 5506 0 6.b.1
(2) All other identifiable intangible assets......................................... 5507 857 6.b.2
c. Goodwill............................................................................. 3163 65,658 6.c
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10)............... 2143 66,515 6.d
e. Intangible assets that have been grandfathered for regulatory capital purposes....... 6442 N/A 6.e
7. Mandatory convertible debt, net of common or perpetual preferred stock
dedicated to redeem the debt............................................................ 3295 0 7.
</TABLE>

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

(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
<PAGE> 32
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-17
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
25
Transit Number: 11300106
</TABLE>

Schedule RC-M -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures....................... 5372 0 8.a.1
(2) All other real estate owned:
(a) Construction and land development........................................ 5508 0 8.a.2a
(b) Farmland................................................................. 5509 102 8.a.2b
(c) 1-4 family residential properties........................................ 5510 305 8.a.2c
(d) Multifamily (5 or more) residential properties........................... 5511 1,306 8.a.2d
(e) Nonfarm nonresidential properties........................................ 5512 7,219 8.a.2e
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7)..... 2150 8,932 8.a.3
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures....................... 5374 0 8.b.1
(2) All other investments in unconsolidated subsidiaries and associated 5375 16,379 8.b.2
companies.....................................................................
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8)..... 2130 16,379 8.b.3
c. Total assets of unconsolidated subsidiaries and associated companies............... 5376 13,269 8.c
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus"................................ 3778 0 9.
10. Mutual fund and annuity sales during the quarter (include proprietary, private label,
and third party products):
a. Money market funds................................................................. 6441 863,330 10.a
b. Equity securities funds............................................................ 8427 2,129 10.b
c. Debt securities funds.............................................................. 8428 3,403 10.c
d. Other mutual funds................................................................. 8429 2,822 10.d
e. Annuities.......................................................................... 8430 20,277 10.e
f. Sales of proprietary mutual funds and annuities (included in items 10.a through 8784 5,175 10.f
10.e above)........................................................................
</TABLE>

Memorandum

<TABLE>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report
only):
a. Reciprocal holdings of banking organizations' capital instruments.................. 3836 N/A M.1.a
b. Nonreciprocal holdings of banking organizations' capital instruments............... 3837 N/A M.1.b
</TABLE>
<PAGE> 33
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-18
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
26
Transit Number: 11300106
</TABLE>

Schedule RC-N -- Past Due and Nonaccrual Loans, Leases, and Other Assets

The FFIEC regards the information reported in all of Memorandum item 1, in items
1 through 10, column A, and in Memorandum items 2 through 4, column A, as
confidential.

<TABLE>
<CAPTION>
C370 <-
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------
--(Column A)-- --(Column B)-- ---(Column C)---
Past due 30 Past due 90
through 89 days days or more
and still and still
accruing accruing Nonaccrual
--------------- --------------- ---------------
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile)................... 1245 1246 1,858 1247 4,365 1.a
b. To non-U.S. addressees (domicile)............... 1248 1249 0 1250 0 1.b
2. Loans to depository institutions and acceptances of
other banks:
a. To U.S. banks and other U.S. depositary
institutions.................................... 5377 5378 0 5379 0 2.a
b. To foreign banks................................ 5380 5381 0 5382 0 2.b
3. Loans to finance agricultural production and other
loans to farmers..................................... 1594 1597 7 1583 250 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)................... 1251 1252 306 1253 8,379 4.a
b. To non-U.S. addressees (domicile)............... 1254 1255 0 1256 0 4.b
5. Loans to individuals for household, family, and other
personal expenditures:
a. Credit cards and related plans.................. 5383 5384 245 5385 0 5.a
b. Other (includes single payment, installment, and
all student loans).............................. 5386 5387 645 5388 39 5.b
6. Loans to foreign governments and official 5389 5390 0 5391 0
institutions......................................... 6.
7. All other loans...................................... 5459 5460 0 5461 279 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile)................... 1257 1258 0 1259 0 8.a
b. Of non-U.S. addressees (domicile)............... 1271 1272 0 1791 0 8.b
9. Debt securities and other assets (exclude other real
estate owned and other repossessed assets)........... 3505 3506 0 3507 0 9.
==========================================================================================================================
</TABLE>

Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.

<TABLE>
<CAPTION>
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10. Loans and leases reported in items 1 through 8 above
which are wholly or partially guaranteed by the U.S.
Government........................................... 5612 5613 0 5614 0 10.
a. Guaranteed portion of loans and leases included
in item 10 above................................ 5615 5616 0 5617 0 10.a
</TABLE>
<PAGE> 34
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-19
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
27
Transit Number: 11300106
</TABLE>

Schedule RC-N - Continued

Memoranda

<TABLE>
<CAPTION>
Dollar Amounts In Thousands
- -------------------------------------------------------------------------------------------------------------------
--(Column A)-- --(Column B)-- -------(Column C)-------
Past due 30 Past due 90
through 89 days or more
days and still and still
accruing accruing Nonaccrual
-------------- -------------- ------------------------
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above........... 1658 1659 1661 M.1
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in Schedule
RC-N, items 4 and 7, above........................ 6558 6559 7 6560 87 M.2
3. Loans secured by real estate (sum of Memorandum
items 3.a through 3.e must equal sum of Schedule
RC-N, items 1.a and 1.b, above):
a. Construction and land development.............. 2759 2769 83 3492 399 M.3a
b. Secured by farmland............................ 3493 3494 86 3495 161 M.3b
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4
family residential properties and extended
under lines of credit...................... 5398 5399 17 5400 0 M.3c1
(2) All other loans secured by 1-4 family
residential properties..................... 5401 5402 1,283 5403 244 M.3c2
d. Secured by multifamily (5 or more) residential
properties..................................... 3499 3500 0 3501 704 M.3d
e. Secured by nonfarm nonresidential properties... 3502 3503 389 3504 2,857 M.3e
</TABLE>

<TABLE>
<CAPTION>
--(Column A)-- --(Column B)--
Past due 30
through 89 Past due 90
days days or more
-------------- --------------
RCON RCON
---- ----
<S> <C> <C> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. Book value of amounts carried as assets........ 3522 3528 0 M.4.a
b. Replacement cost of contracts with a positive
replacement cost............................... 3529 3530 0 M.4.b
</TABLE>
<PAGE> 35
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-20
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
28
Transit Number: 11300106
</TABLE>

Schedule RC-O -- Other Data for deposit Insurance Assessments

<TABLE>
<CAPTION>
C375 <-
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits............................................... 0030 N/A 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits............................ 0031 0 1.b.1
(2) Actual amount of unposted debits to time and savings deposits(1)............... 0032 0 1.b.2
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits.............................................. 3510 N/A 2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits........................... 3512 0 2.b.1
(2) Actual amount of unposted credits to time and savings deposits(1).............. 3514 0 2.b.2
3. Uninvested trust funds (cash) held in bank's own trust department (not included
in total deposits).................................................................... 3520 46 3.
4. Deposits of consolidated subsidiaries (not included in total deposits):
a. Demand deposits of consolidated subsidiaries....................................... 2211 18,454 4.a
b. Time and savings deposits (1) of consolidated subsidiaries......................... 2351 0 4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries............... 5514 0 4.c
5. Not applicable.
Item 6 is not applicable to state nonmember banks that have not been authorized by the
Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank
on behalf of its respondent depository institutions that are also reflected as deposit
liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Memorandum item
4.a)............................................................................... 2314 0 6.a
b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E,
Memorandum item 4.b)............................................................... 2315 0 6.b
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums............................................................... 5516 0 7.a
b. Unamortized discounts.............................................................. 5517 0 7.b
To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits" of all institutions acquired under Section
5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction
Worksheet(s).......................................................................... 5518 803,266
8. Deposits in lifeline accounts......................................................... 8.
9. Benefit-responsive "Depository Institution Investment Contracts" (included in total
deposits)............................................................................. 8432 0 9.
</TABLE>

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

(1) For FDIC insurance assessment purposes, "time and savings deposits" consists
of nontransaction accounts and all transaction accounts other than demand
deposits.
<PAGE> 36
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-21
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
29
Transit Number: 11300106
</TABLE>

Schedule RC-O -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C>
11. Adjustments to demand deposits reported in Schedule RC-E for certain reciprocal demand balances:
a. Amount by which demand deposits would be reduced if reciprocal demand balances between the
reporting bank and savings associations were reported on a net basis rather than a gross basis
in Schedule RC-E.............................................................................. 8785 0 11.a
b. Amount by which demand deposits would be increased if reciprocal demand balances between the
reporting bank and U.S. branches and agencies of foreign banks were reported on a gross basis
rather than a net basis in Schedule RC-E...................................................... 8786 35,956 11.b
c. Amount by which demand deposits would be reduced if cash items in process of collection were
included in the calculation of net reciprocal demand balances between the reporting bank and
the domestic offices of U.S. banks and savings associations in Schedule RC-E.................. 8787 0 11.c
</TABLE>

Memoranda

(To be completed each quarter except as noted)

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------
RCON
----
<S> <C> <C> <C> <C> <C>
1. Total deposits of the bank:
(sum of Memorandum items 1.a.(1) and 1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less.............................. 2702 3,537,240 M.1.A.1
RCON NUMBER
---- ------
(2) Number of deposit accounts of $100,000 or less (to be completed for the June
report only).......................................... 3779 N/A M.1.a2
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000........................... 2710 1,817,518 M.1.b1
RCON NUMBER
---- ------
(2) Number of deposit accounts of more than $100,000..... 2722 5,878 M.1.b2
2. Estimated amount of uninsured deposits of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying
the number of deposit accounts of more than $100,000 reported in Memorandum item
1.b(2) above by $100,000 and subtracting the result from the amount of deposit
accounts of more than $100,000 reported in Memorandum item 1.b.(1) above.
RCON YES NO
---- --- ---
Indicate in the appropriate box at right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the
estimate described above........................................................ 6861 X M.2.a
b. If the box marked YES has been checked, report the estimate of uninsured deposits
determined by using your bank's method or procedure............................. 5597 N/A M.2.b
- -------------------------------------------------------------------------------------------------------------------------
C377 <-

Person to whom questions about the Reports of Condition and Income should be directed:

Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)
</TABLE>
<PAGE> 37
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-22
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
30
Transit Number: 11300106
</TABLE>

Schedule RC-R -- Risk-Based Capital

This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1994,
must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 and 2 below or Schedule RC-R in
its entirety, depending on their response to item 1 below.

<TABLE>
<CAPTION>
C380 <-
RCON YES NO
---- --- ---
<S> <C> <C> <C> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
only by banks with total assets of less than $1 billion. Indicate in the appropriate box
at the right whether the bank has total capital greater than or equal to eight percent of
adjusted total assets.................................................................... 6056 N/A 1.
</TABLE>

For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the allowance
for loan and lease losses and selected off-balance sheet items as reported
on Schedule RC-L (see instructions)

If the box marked YES has been checked, then the bank only has to
complete item 2 below. If the box marked NO has been checked, the bank must
complete the remainder of this schedule.

A NO response to item 1 does not necessarily mean that the bank's
actual risk-based capital ratio is less than eight percent or that the bank
is not in compliance with the risk-based capital guidelines.

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B)
Subordinated
Debt(1) and
Intermediate Other Limited-
Term Preferred Life Capital
Stock Instruments
---------------- ----------------
RCON RCON
---- ----
<S> <C> <C> <C> <C> <C>
Item 2 is to be completed by all banks.
2. Subordinated debt(1) and other limited-life capital instruments
(original weighted average maturity of at least five years) with a
remaining maturity of:
a. One year or less................................................... 3780 0 3786 0 2.a
b. Over one year through two years.................................... 3781 0 3787 0 2.b
c. Over two years through three years................................. 3782 0 3788 0 2.c
d. Over three years through four years................................ 3783 0 3789 0 2.d
e. Over four years through five years................................. 3784 0 3790 0 2.e
f. Over five years.................................................... 3785 45,000 3791 0 2.f
</TABLE>

3. Not applicable

Items 4-9 and Memoranda items 1 and 2 are to be completed by banks that answered
NO to item 1 above and by banks with total assets of $1 billion or more.

<TABLE>
<CAPTION>
(Column A) (Column B)
Credit
Equivalent
Assets Recorded Amount of Off-
on the Balance Balance Sheet
Sheet Items(2)
---------------- ----------------
RCON RCON
---- ----
<S> <C> <C> <C> <C> <C>
4. Assets and credit equivalent amounts of off-balance sheet items assigned
to the Zero percent risk category:
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on, and claims
unconditionally guaranteed by, the U.S. Government and its
agencies and other OECD central governments.................... 3794 539,176 4.a.1
(2) All other...................................................... 3795 257,686 4.a.2
b. Credit equivalent amount of off-balance sheet items................. 3796 10,245 4.b
</TABLE>

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

(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.

(2) Do not report in column B the risk-weighted amount of assets reported in
column A.
<PAGE> 38
<TABLE>
<S> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-23
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
31
Transit Number: 11300106
</TABLE>

Schedule RC-R -- Continued

<TABLE>
<CAPTION>
(Column A) (Column B)
Credit Equivalent
Assets Recorded on Amount
the of Off-Balance
Balance Sheet Sheet Items(1)
------------------ -----------------
<S> <C> <C> <C> <C> <C>
1. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet:
RCON RCON
---- ----
(1) Claims conditionally guaranteed by the U.S. Government
and its agencies and other OECD central governments...... 3798 102,293 5.a.1
(2) Claims collateralized by securities issued by the U.S.
Government and its agencies and other OECD central
governments; by securities issued by U.S.
Government-sponsored agencies; and by cash on deposit.... 3799 81,596 5.a.2
(3) All other................................................ 3800 1,066,932 5.a.3
b. Credit equivalent amount of off-balance sheet items.......... 3801 77,918 5.b
2. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet......................... 3802 675,907 6.a
b. Credit equivalent amount of off-balance sheet items.......... 3803 2,361 6.b
3. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet......................... 3804 3,699,893 7.a
b. Credit equivalent amount of off-balance sheet items.......... 3805 830,337 7.b
3. On-balance sheet asset values excluded from the calculation of
the risk-based capital ratio(2)................................. 3806 N/A 8.
4. Total assets recorded on the balance sheet (sum of items 4.a,
5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC, item 12
plus items 4.b and 4.c)......................................... 3807 6,423,483 9.
</TABLE>

Memoranda

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
Current credit exposure across all off-balance sheet derivatives contracts by the
risk based capital standards................................................... 8764 3,569 M.1.
</TABLE>

<TABLE>
<CAPTION>
-------------With a remaining maturity of------------
- -------------------------------------------------------------------------------------------------------------------
(Column B) (Column C)
Column A) Over one year
through five Over five
One year or less years years
------------------ ------------- -------------
RCON RCON RCON
---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1. Notional principal amounts of off-balance
sheet derivative contracts:(3)
a. Interest rate contracts.................... 3809 1,076,450 8766 90,529 8767 26,150 M.2a
b. Foreign exchange contracts................. 3812 31,104 8769 N/A 8770 N/A M.2b
c. gold contracts............................. 8771 N/A 8772 N/A 8773 N/A M.2c
d. Other precious metals contracts............ 8774 N/A 8775 N/A 8776 N/A M.2d
e. Other commodity contracts.................. 8777 N/A 8778 N/A 8779 N/A M.2e
f. Equity derivative contracts................ A000 N/A A001 N/A A002 N/A M.2f
</TABLE>

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

(1) Do not report in column B the risk-weighted amount of assets reported in
column A.

(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-balance
sheet asset values (or portions thereof) of off-balance sheet interest rate,
foreign exchange rate, and commodity contracts and those contracts (e.g.
future contracts) not subject to risk-based capital. Exclude from item 8
margin accounts and accrued receivables as well as any portion of the
allowance for loan and lease losses in excess of the amount that may be
included in Tier 2 capital.

(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
<PAGE> 39
<TABLE>
<S> <C> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-24
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
32
Transit Number: 11300106

Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on March 31, 1995

First Interstate Bank of Texas, NA Houston TX
- --------------------------------------------------------- ------------------------------------------ ----------
Legal Title of Bank City State

The management of the reporting bank may, if it wishes, the truncated statement will appear as the bank's
submit a brief narrative statement on the amounts statement both on agency computerized records and in
reported in the Reports of Condition and Income. This computer-file releases to the public.
optional statement will be made available to the public,
along with the publicly available data in the Reports of All information furnished by the bank in the narrative
Condition and Income, in response to any request for statement must be accurate and not misleading.
individual bank report data. However, the information Appropriate efforts shall be taken by the submitting
reported in column A and in all of Memorandum item 1 of bank to ensure the statement's accuracy. The statement
Schedule RC-N is regarded as confidential and will not must be signed, in the space provided below, by a senior
be released to the public. BANKS CHOOSING TO SUBMIT THE officer of the bank who thereby attests to its accuracy.
NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF If, subsequent to the original submission, material
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS changes are submitted for the data reported in the
REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR Reports of Condition and Income, the existing narrative
ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE statement will be deleted from the files, and from
MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF disclosure; the bank, at its option, may replace it with
THEIR CUSTOMERS. Banks choosing not to make a statement a statement, under signature, appropriate to the amended
may check the "No comment" box below and should make no data.
entries of any kind in the space provided for the
narrative statement; i.e., DO NOT enter in this space The optional narrative statement will appear in agency
such phrases as "No statement," "Not applicable," "N/A," records and in release to the public exactly as
"No Comment," and "None." submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the
The optional statement must be entered on this sheet. truncation of statements exceeding the 750-character
The statement should not exceed 100 words. Further, limit described above). THE STATEMENT WILL NOT BE EDITED
regardless of the number of words, the statement must OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
not exceed 750 characters, including punctuation, ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL
indentation, and standard spacing between words and NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS
sentences. If any submission should exceed 750 VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION
characters, as defined, it will be truncated at 750 CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL
characters with no notice to the submitting bank and APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT
SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.
- ---------------------------------------------------------------------------------------------------------------------------
No comment: X (RCON 6979) C371 C372 <-
BANK MANAGEMENT STATEMENT (please type or print clearly) (TEXT 6980):

---------------------------------------- -----------------
Signature of Executive Officer of Bank Date of Signature
</TABLE>
<PAGE> 40
<TABLE>
<S> <C> <C> <C> <C>
First Interstate Bank of Texas, NA Call Date: 03/31/95 ST-BK: 48-3778 FFIEC 032
P.O. Box 3326 Page RC-25
Houston, TX 77253-3326 Vendor ID: D CERT: 24344
33
Transit Number: 11300106

THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- ---------------------------------------------------------------------------------------------------------------------------

OMB No. For OCC: 1557-0081
OMB No. For FDIC: 3064-0052
OMB No. For Federal Reserve: 7100-0036
Expiration Date: 07/31/95

SPECIAL REPORT
(Dollar Amounts in Thousands)

CLOSE OF BUSINESS DATE: FDIC Certificate Number:
March 31, 1995 24344 C700 <-
- ---------------------------------------------------------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- ---------------------------------------------------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 1020-242, but does not constitute a part of the Report of
Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other
extensions of credit to its executive officers made since the date of the previous Report of Condition. Data regarding
individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were
made during the period, insert "none" against subitem (a). (Exclude the first $15,000 of indebtedness of each executive
officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations
(Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively.
Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers.
- ---------------------------------------------------------------------------------------------------------------------------
RCON
----
1. Number of loans made to executive officers since the previous
Call Report date. . . . . . . . . . . . . . . . . . . . . . . . . . 3561 NONE a.
2. Total dollar amount of above loans (in thousands of dollars) . . . . 3562 0 b.
3. Range of interest charged on above loans (example:
9 3/4% = 9.75) . . . . . . . . . . . . . . . . . . . . . . . . . . 7701/7702 0.00% to 0.00% c.

- ---------------------------------------------------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT: DATE (Month, Day, Year):

_______________________________________________________________________ ______________________________________________
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED: (TEXT 8903) AREA CODE/PHONE NUMBER: (TEXT 8904)

- ---------------------------------------------------------------------------------------------------------------------------
FDIC 8040/53 (9-94)
</TABLE>