FRONTIER CORP /NY/, S-3/A, 1996-01-10

FRONTIER CORP /NY/
S-3/A, 1996-01-10
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

Previous: ROBBINS & MYERS INC, SC 13G/A, 1996-01-10

Next: RONSON CORP, 8-K, 1996-01-10

<PAGE> 1

As filed with the Securities and Exchange Commission on January 10, 1996
Registration No. 33-64307

________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FRONTIER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)

NEW YORK 16-0613330
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
---------------

HELEN A. ZAMBONI, ESQ.
CORPORATE COUNSEL
180 SOUTH CLINTON AVENUE
ROCHESTER, NEW YORK 14646-0700
(716) 777-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

Copies of all correspondence to:

JEFFREY L. FORMAN, ESQ.
JAFFE, RAITT, HEUER & WEISS, P.C.
ONE WOODWARD AVENUE
SUITE 2400
DETROIT, MICHIGAN 48226

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE 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. _____
<PAGE> 2

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

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Maximum Amount of
Title of Each Class of Securities Aggregate Offering Registration Fee(1)
Price
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Debt Securities, Class A Preferred Stock, $100.00 par value, $500,000,000 $172,413.79
Cumulative Preferred Stock, $100.00 par value, Common Stock,
$1.00 par value(2), and Securities Warrants
</TABLE>

(1) Paid with original filing.

(2) Common Stock may be issued on a primary basis or upon exercise of the
Securities Warrants.

__________________________________
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> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities had been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of securities in
any State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.

Subject to Completion

Prospectus dated January 10, 1996

PROSPECTUS
$500,000,000

FRONTIER CORPORATION

DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK
AND SECURITIES WARRANTS

Frontier Corporation (the "Company") may from time to time
offer in one or more series of (i) unsecured debt securities ("Debt
Securities"), (ii) shares of its Class A Preferred Stock, par value
$100.00 per share (the "Class A Preferred Stock"), (iii) shares of its
Cumulative Preferred Stock, par value $100.00 per share (the
"Cumulative Preferred Stock"; the Class A Preferred Stock and
Cumulative Preferred Stock are sometimes hereinafter collectively
referred to as the "Preferred Stock"), (iv) shares of its common stock,
$1.00 par value (the "Common Stock"), and (v) warrants exercisable for
Common Stock ("Securities Warrants"), with an aggregate public offering
price of up to $500,000,000 (or its equivalent based on the exchange
rate at the time of sale) in amounts, at prices and on terms to be
determined at the time of offering. The Debt Securities, Preferred
Stock, Common Stock and Securities Warrants (collectively, the
"Securities") may be offered, separately or together, in separate
series in amounts, at prices and on terms to be described in one or
more supplements to this Prospectus (a "Prospectus Supplement").

With respect to the Debt Securities, the specific title,
aggregate principal amount, form (which may be registered or bearer,
or certificated or global), maturity, rate (or manner of calculation
thereof) and time of payment of interest, terms for redemption at the
option of the Company or repayment at the option of the holder, any
sinking fund provisions and any conversion provisions will be set forth
in the applicable Prospectus Supplement. Except as set forth in the
applicable indenture or in one more indentures supplemental thereto,
the applicable indenture will not contain any provisions that would
limit the ability of the Company to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving the Company or in the event
of a change of control. The terms of the Preferred Stock, including the
specific designation, any dividend, liquidation, redemption,
conversion, voting and other rights, and all other specific terms of
the Preferred Stock will be set forth in the applicable Prospectus
Supplement. In the case of the Common Stock, the specific number of
shares and issuance price per share will be set forth in the applicable
Prospectus Supplement. In the case of the Securities Warrants, the
duration, offering price, exercise price and detachability, if
applicable, will be set forth in the applicable Prospectus Supplement.
The applicable Prospectus Supplement will also contain information,
where applicable, about material United States federal income tax
considerations relating to, and any listing on a securities exchange
of, the Securities covered by such Prospectus Supplement.

The Securities may be offered directly by the Company, through
agents designated from time to time by the Company, or to or through
underwriters or dealers. If any agents or underwriters are involved in
the sale of any of the Securities, their names, and any applicable
purchase price, fee, commission or discount arrangement with, between
or among them, will be set forth, or will be calculable from the
information set forth, in an accompanying Prospectus Supplement. See
"Plan of Distribution." No Securities may be sold without delivery of
a Prospectus Supplement describing the method and terms of the offering
of such Securities.

SEE "RISK FACTORS" ON PAGE 4 FOR CERTAIN FACTORS RELATING TO AN
INVESTMENT IN THE SECURITIES.

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

The date of this Prospectus is January 10, 1996

<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files, reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected at the Public Reference Section maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and the following regional offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Company's Common
Stock is listed on the New York Stock Exchange and such reports, proxy
statements and other information concerning the Company can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement"), of which this Prospectus is a part,
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities offered hereby. This Prospectus does not contain
portions of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents
of any contract or other documents are not necessarily complete, and in each
instance, reference is made to the copy of such contract or documents filed as
an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference and the exhibits and schedules thereto. For
further information regarding the Company and the Securities, reference is
rhereby made to the Registration Statement and such exhibits and schedules which
may be obtained from the Commission at its principal office in Washington, D.C.
upon payment of the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference.

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (which incorporates by reference certain information from the
Company's Proxy Statement relating to the Annual Meeting of Shareholders held
on April 26, 1995), as amended by Amendment No. 1 on Form 10-K/A;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, as amended by Amendment No. 1 on Form 10-Q/A;

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995;

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995; and

5. The Company's Current Reports on Form 8-K, dated February 13,
1995; February 21, 1995; February 27, 1995; March 17, 1995 (as amended by two
current reports filed on Form 8-K/A); April 9, 1995; April 10, 1995 (three);
April 12, 1995; May 11, 1995; May 17, 1995; August 16, 1995 (two); and
November 14, 1995 (which includes the restatement of the Company's
Annual Report for the year ended December 31, 1994 to include the pooling of
interests with ALC Communications Corporation).

All documents filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
termination of the offering of all Securities to which this Prospectus relates
shall be deemed to be incorporated by reference in this Prospectus and shall be
part hereof from the date of filing of such document.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference herein), in any
accompanying Prospectus

- 2 -
<PAGE> 5

Supplement relating to a specific offering of Securities or in any other
subsequently filed document that is also incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or any
accompanying Prospectus Supplement. Subject to the foregoing, all information
appearing in this Prospectus and each accompanying Prospectus Supplement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon their
written or oral request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents). Written
requests for such copies should be addressed to the Company's Corporate
Secretary at Frontier Corporation, 180 South Clinton Avenue, Rochester, New
York 14646-0700, telephone number (800) 836-0342.

Unless the context otherwise requires, as used herein, the term
"Company" means Frontier Corporation, a New York business corporation, and its
consolidated subsidiaries.

- 3 -
<PAGE> 6

THE COMPANY

Frontier Corporation, formerly known as Rochester Telephone Corporation
(the "Company"), is a major U.S. diversified telecommunications firm. The
Company has grown from its roots as a local exchange telephone company in
Rochester, New York to a company that operates 34 local exchange companies in
13 states, a major nationwide long distance company, and several wireless
properties. The Company is now the fifth largest long distance carrier in the
United States. The Company is a provider of integrated telecommunications
services to more than two million customers through its local, long distance
and wireless communications operations.

The Company's executive offices are located at 180 South Clinton
Avenue, Rochester, New York 14646-0700, and its telephone number is (716)
777-1000.

RISK FACTORS

Prospective investors should carefully consider, among other factors,
the matters described below.

COMPETITION

It is anticipated that approximately 70% of the Company's revenues will
be derived from long distance operations. While the Company's management
believes that the long distance segment of the telecommunications market has
the potential to provide significant enhancements to shareholder value, there
are competitive risks associated with long distance operations. Legislation is
now being considered by Congress which, if passed and signed into law by
President Clinton, may permit the entry of the regional Bell telephone
operating companies ("RBOCs") into long distance operations outside the regions
served by their local exchange operations immediately upon enactment, and
thereafter within their regions upon action by the Federal Communications
Commission. Each one of the RBOCs has assets and revenues in excess of the
assets and revenues of the Company and they are therefore expected to be
significant participants in the long distance market.

The long distance market today is dominated by three major carriers,
AT&T Corp., MCI Communications Corporation, and Sprint Corporation, all of
which, as well as the fourth largest carrier, WorldCom, Inc. (formerly known as
LDDS Communications, Inc.), own national switching and transmission networks.
While the Company owns switching facilities in many places across the country,
its owned transmission facilities (fiber optic and digital microwave networks)
tend to be regional in nature. Thus, the Company's ability to compete is
dependent on the willingness of their larger competitors and others to make
available to the Company on favorable terms long term leases and/or purchase of
transmission capacity.

In addition, recently adopted and proposed regulatory changes in the
pending federal legislation and in many of the states in which the Company's
local exchange companies operate make it clear that the local exchange business
is or will soon be open to intensifying competition. Such competition is a key
assumption underlying the Company's "Open Market Plan" approved by the New York
State Public Service Commission and the Company's shareholders in December
1994, under which the Rochester local exchange telephone market was opened to
competition, in exchange for reduced regulation of the Company's local exchange
telephone operations in that market, including price cap regulation. In many
areas, the incumbent local exchange company may be required to continue as the
"provider of last resort" subject to stricter rules than those applying to
newer entrants into the same local market. The Company's strategy is to
provide integrated communications solutions for its customers which can include
bundled long distance, wireless, local and other services, rather than continue
the company's historic reliance on the local exchange business for the bulk of
the Company's revenues and profits.

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the
net proceeds of the Securities are intended to be used to provide funds for the
general corporate purposes of the Company.

- 4 -
<PAGE> 7

RATIOS OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock requirements for the nine months
ended September 30, 1995 and each of the last five fiscal years for the Company
are presented below. The ratio of earnings to fixed charges for the Company is
computed by dividing earnings by fixed charges. The ratio of earnings to
combined fixed charges and preferred stock dividend requirements is computed by
dividing earnings by the sum of fixed charges and preferred stock dividend
requirements.

For purposes of computing these ratios, earnings is defined as
consolidated pretax income adjusted to include (i) fixed charges, (ii) the
income (losses) of majority-owned partnerships, and (iii) undistributed income
(losses) of investments accounted for by the equity method. Fixed charges are
defined as the sum of (i) fixed interest costs, both expensed & capitalized,
(ii) amortization of debt issuance costs and discounts and premiums relating to
indebtedness, and (iii) the interest component of rent expense. Preferred
stock requirements represent the amount of pretax earnings required to cover any
preferred stock dividend requirements and the accretion in carrying value of
redeemable preferred stock.

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------------------------------------------------
1995(1) 1994 1993 1992 1991 1990
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 3.6 4.9 3.5 2.5 2.5 1.8

Ratio of earnings
to combined fixed
charges and
preferred stock requirements 3.5 4.8 3.4 2.3 2.2 1.5
</TABLE>

(1) Included in earnings for the nine month period ended September 30, 1995
was a one-time pretax acquisition related charge of $114.2 million associated
with the integration of the Company's 1995 acquisitions as well as the cost
directly associated with effecting the merger with ALC Communications
Corporation. If such a charge had not occurred, the ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividend
requirements would have been 5.6 and 5.5, respectively.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the Debt Securities to which this Prospectus and any applicable
Prospectus Supplement may relate. The particular terms of the Debt Securities
being offered and the extent to which such general provisions may apply will be
set forth in the applicable Indenture or in one or more indentures supplemental
thereto and described in a Prospectus Supplement relating to such Debt
Securities. The Forms of the Senior Indenture (as defined herein) and the
Subordinated Indenture (as defined herein) have been filed as exhibits to the
Registration Statement of which this Prospectus is a part.

GENERAL

The Debt Securities will be direct, unsecured obligations of the Company
and may be either senior Debt Securities ("Senior Securities") or subordinated
Debt Securities ("Subordinated Securities"). The Debt Securities will be issued
under one or more indentures (the "Indentures"). Senior Securities and
Subordinated Securities will be issued pursuant to separate indentures
(respectively, a "Senior Indenture" and a "Subordinated Indenture"), in each
case between the Company and a trustee (a "Trustee"). The Indentures will be
subject to and governed by the Trust Indenture Act of 1939, as amended (the
"TIA"). The statements made under this heading relating to the Debt Securities
and the Indentures are summaries of the anticipated provisions thereof, do not
purport to be complete and are qualified in their entirety by reference to the
Indentures and such Debt Securities. All section references appearing herein
are to sections of each Indenture unless otherwise indicated and capitalized
terms used but not defined below shall have the respective meanings set forth in
each Indenture.

The indebtedness represented by Subordinated Securities will be
subordinated in right of payment to the prior payment in full of the Senior Debt
(as defined below) of the Company as described under "--Subordination."

- 5 -
<PAGE> 8

Except as set forth in the applicable Indenture or in one or more
indentures supplemental thereto and described in a Prospectus Supplement
relating thereto, the Debt Securities may be issued without limit as to
aggregate principal amount, in one or more series, in each case as established
from time to time in or pursuant to authority granted by a resolution of the
Board of Directors of the Company or as established in the applicable Indenture
or in one or more indentures supplemental to such Indenture. All Debt
Securities of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders of the Debt Securities of such series, for issuances of additional Debt
Securities of such series.

It is anticipated that each Indenture will provide that there may be
more than one Trustee thereunder, each with respect to one or more series of
Debt Securities. Any Trustee under an Indenture may resign or be removed with
respect to one or more series of Debt Securities, and a successor Trustee may
be appointed to act with respect to such series. In the event that two or more
persons are acting as Trustee with respect to different series of Debt
Securities, each such Trustee shall be a trustee of a trust under the
applicable Indenture separate and apart from the trust administered by any
other Trustee, and, except as otherwise indicated herein, any action described
herein to be taken by each Trustee may be taken by each such Trustee with
respect to the one or more series of Debt Securities for which it is Trustee
under the applicable Indenture.

The Prospectus Supplement relating to any series of Debt Securities
being offered will contain the specific terms thereof, including, without
limitation:

(1) The title of such Debt Securities and whether such Debt
Securities are Senior Securities or Subordinated Securities;

(2) The aggregate principal amount of such Debt Securities and any
limit on such aggregate principal amount;

(3) The percentage of the principal amount at which such Debt
Securities will be issued and, if other than the principal
amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity
thereof;

(4) If convertible in whole or in part into Common Stock or
Preferred Stock, the terms on which such Debt Securities are
convertible, including the initial conversion price or rate
(or method for determining the same), the portion that is
convertible and the conversion period, and any applicable
limitations on the ownership or transferability of the Common
Stock or Preferred Stock receivable on conversion;

(5) The date or dates, or the method for determining such date or
dates, on which the principal of such Debt Securities will be
payable;

(6) The rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at
which such Debt Securities will bear interest, if any;

(7) The date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the dates on
which any such interest will be payable, the regular record
dates for such interest payment dates, or the method by which
such dates shall be determined, the persons to whom such
interest shall be payable, and the basis upon which interest
shall be calculated if other than that of a 360-day year of
twelve 30-day months;

(8) The place or places where the principal (and premium, if any)
and interest, if any, on such Debt Securities will be payable,
where such Debt Securities may be surrendered for conversion
or registration of transfer or exchange and where notices or
demands to or upon the Company in respect of such Debt
Securities and the applicable Indenture may be served;

(9) The period or periods within which, the price or prices at
which and the other terms and conditions upon which such Debt
Securities may be redeemed, in whole or in part, at the option
of the Company, if the Company is to have such an option;

- 6 -
<PAGE> 9

(10) The obligation, if any, of the Company to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and
the period or periods within which or the date and dates on
which, the price or prices at which and the other terms and
conditions upon which such Debt Securities will be redeemed,
repaid or purchased, in whole or in part, pursuant to such
obligation;

(11) If other than U.S. dollars, the currency or currencies in
which such Debt Securities are denominated and payable, which
may be a foreign currency or units of two or more foreign
currencies or a composite currency or currencies, and the
terms and conditions relating thereto;

(12) Whether the amount of payments of principal of (and premium,
if any) or interest, if any, on such Debt Securities may be
determined with reference to a index, formula or other method
(which index, formula or method may, but need not be, based on
a currency, currencies, currency unit or units or composite
currency or currencies) and the manner in which such amounts
shall be determined;

(13) Any additions to, modifications of or deletions from the terms
of such Debt Securities with respect to Events of Default or
covenants set forth in the applicable Indenture;

(14) Whether such Debt Securities will be issued in certificate or
book-entry form;

(15) Whether such Debt Securities will be in registered or bearer
form and, if in registered form, the denominations thereof if
other than $1,000 and any integral multiple thereof and, if in
bearer form, the denominations thereof and terms and
conditions relating thereto;

(16) The applicability, if any, of the defeasance and covenant
defeasance provisions of Article Fourteen of the applicable
Indenture;

(17) Whether and under what circumstances the Company will pay any
additional amounts on such Debt Securities in respect of any
tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Debt Securities in
lieu of mailing such payment;

(18) Whether the Company has any outstanding securities or
liabilities that are pari passu with the Debt Securities, and
if so, identifying and stating the principal amount of such
securities (which will be indicated on the cover page and
elsewhere in the Prospectus Supplement);

(19) Whether the Debt Securities will be subordinated or
pari passu to the liabilities of the Company's subsidiaries
(which will be indicated on the cover page and elsewhere in
the Prospectus Supplement);

(20) The amount of debt to which the Debt Securities will
rank senior (which will be indicated on the cover page and
elsewhere in the Prospectus Supplement); and

(21) Any other terms of such Debt Securities not inconsistent with
the provisions of the applicable Indenture (Section 301).

The Debt Securities may provide for less than the entire principal
amount thereof to be payable upon declaration of acceleration of the maturity
thereof ("Original Issue Discount Securities"). Material federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.

Except as set forth in the applicable Indenture or in one or more
indentures supplemental thereto, the applicable Indenture will not contain any
provisions that would limit the ability of the Company to incur indebtedness or
that would afford Holders of Debt Securities protection in the event of a
highly leveraged or similar transaction involving the Company or in the event
of a change of control. Reference is made to the applicable Prospectus
Supplement for information with respect to any deletions from, modifications of
or additions to the Events of Default or covenants of the Company that are
described below, including any addition of a covenant or other provision
providing event risk or similar protection.

DENOMINATION, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable Prospectus Supplement,
the Debt Securities of any series will be issuable in denominations of $1,000
and integral multiples thereof (Section 302).

Unless otherwise specified in the applicable Prospectus Supplement,
the principal of (and applicable premium, if any) and interest on any series of
Debt Securities will be payable at the corporate trust office of the Trustee,
the address of which will be stated in the applicable Prospectus Supplement;
provided that, at the option of the Company, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
applicable register for such Debt Securities or by wire transfer

- 7 -
<PAGE> 10

of funds to such person at an account maintained within the United States
(Sections 301, 305, 306, 307 and 1002).

Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable regular record
date and may either be paid to the person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of such Debt Security not
less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more completely described in the
Indenture (Section 307).

Subject to certain limitations imposed upon Debt Securities issued in
book-entry form, the Debt Securities of any series will be exchangeable for
other Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of such
Debt Securities at the corporate trust office of the applicable Trustee
referred to above. In addition, subject to certain limitations imposed upon
Debt Securities issued in book-entry form, the Debt Securities of any series
may be surrendered for conversion or registration of transfer or exchange
thereof at the corporate trust office of the applicable Trustee. Every Debt
Security surrendered for conversion, registration of transfer or exchange must
be duly endorsed or accompanied by a written instrument of transfer. No
service charge will be made for any registration of transfer or exchange of any
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. If
the applicable Prospectus Supplement refers to any transfer agent (in addition
to the applicable Trustee) initially designated by the Company with respect to
any series of Debt Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each place of payment for such series.
The Company may at any time designate additional transfer agents with respect
to any series of Debt Securities (Section 1002).

Neither the Company nor any Trustee shall be required to (i) issue,
register the transfer of or exchange Debt Securities of any series during a
period beginning at the opening of business 15 days before any selection of
Debt Securities of that series to be redeemed and ending at the close of
business on the day of mailing of the relevant notice of redemption; (ii)
register the transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except the unredeemed portion of any Debt Security being
redeemed in part; or (iii) issue, register the transfer of or exchange any Debt
Security that has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Debt Security not to be so repaid (Section
305).

MERGER, CONSOLIDATION OR SALE

The Company will be permitted to consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with or into, any
other entity provided that (a) either the Company shall be the continuing
entity, or the successor entity (if other than the Company) formed by or
resulting from any such consolidation or merger or which shall have received
the transfer of such assets shall expressly assume payment of the principal of
(and premium, if any) and interest on all of the Debt Securities and the due
and punctual performance and observance of all of the covenants and conditions
contained in each Indenture; (b) immediately after giving effect to such
transaction and treating any indebtedness that becomes an obligation of the
Company or any Subsidiary as a result thereof as having been incurred by the
Company or Subsidiary at the time of such transaction, no Event of Default
under the Indentures, and no event which, after notice or the lapse of time, or
both, would become such an Event of Default, shall have occurred and be
continuing; and (c) an officer's certificate and legal opinion covering such
conditions shall be delivered to each Trustee (Sections 801 and 803).

CERTAIN COVENANTS

Existence. Except as described above under "Merger, Consolidation or
Sale", the Company will be required to do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any right or franchise if it determines that
the preservation thereof is no longer desirable in the conduct of its business
and that the loss thereof is not disadvantageous in any material respect to the
Holders of the Debt Securities.

- 8 -
<PAGE> 11

Maintenance of Properties. The Company will be required to cause all
of its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times (Section 1007).

Insurance. The Company will be required to, and will be required to
cause each of its Subsidiaries to, keep all of its insurable properties insured
against loss or damage at least equal to their then full insurable value with
insurers of recognized responsibility and, if described in the applicable
Prospectus Supplement, having a specified rating from a recognized insurance
rating service (Section 1008).

Payment of Taxes and Other Claims. The Company will be required to
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges levied
or imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (ii) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings (Section 1009).

Provision of Financial Information. Whether or not the Company is
subject to Section 13 or 15(d) of the Exchange Act, the Company will be
required, to the extent permitted under the Exchange Act, to file with the
Commission the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to such
Sections 13 or 15(d) if the Company were so subject (the "Financial
Information"), such documents to be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so subject.
The Company also will be required in any event (x) within 15 days of each
Required Filing Date (i) to transmit by mail to all Holders of Debt Securities,
as their names and addresses appear in the Security Register, without cost to
such Holders, copies of the Financial Information and (ii) to file with the
Trustee copies of the Financial Information, and (y) if filing such documents
by the Company with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, to supply copies of such documents to any prospective Holder
(Section 1010).

ADDITIONAL COVENANTS AND/OR MODIFICATIONS TO THE COVENANTS DESCRIBED ABOVE

Any additional covenants of the Company and/or modifications to the
covenants described above with respect to any Debt Securities or series
thereof, including any covenants relating to limitations on incurrence of
indebtedness or other financial covenants, will be set forth in the applicable
Indenture or an indenture supplemental thereto and described in the Prospectus
Supplement relating thereto.

EVENTS OF DEFAULT, NOTICE AND WAIVER

Each Indenture will provide that the following events are "Events of
Default" with respect to any series of Debt Securities issued thereunder: (i)
default for 30 days in the payment of any installment of interest on any Debt
Security of such series; (ii) default in the payment of principal of (or
premium, if any, on) any Debt Security of such series at its maturity; (iii)
default in making any sinking fund payment as required for any Debt Security of
such series; (iv) default in the performance or breach of any other covenant or
warranty of the Company contained in the applicable Indenture (other than a
covenant added to the Indenture solely for the benefit of a series of Debt
Securities issued thereunder other than such series), continued for 60 days
after written notice as provided in the applicable Indenture; (v) default in
the payment of an aggregate principal amount exceeding $10,000,000 of any
indebtedness of the Company or any mortgage, indenture or other instrument
under which such indebtedness is issued or by which such indebtedness is
secured, such default having occurred after the expiration of any applicable
grace period and having resulted in the acceleration of the maturity of such
indebtedness, but only if such indebtedness is not discharged or such
acceleration is not rescinded or annulled; (vi) certain events of bankruptcy,
insolvency or reorganization, or court appointment of a receiver, liquidator or
trustee of the Company or any Significant Subsidiary or either of its property;
and (vii) any other Event of Default provided with respect to a particular
series of Debt Securities (Section 501).

- 9 -
<PAGE> 12

If an Event of Default under any Indenture with respect to Debt
Securities of any series at the time outstanding occurs and is continuing, then
in every such case the applicable Trustee or the Holders of not less than 25%
of the principal amount of the Outstanding Debt Securities of that series will
have the right to declare the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities or indexed securities, such
portion of the principal amount as may be specified in the terms thereof) of
all the Debt Securities of that series to be due and payable immediately by
written notice thereof to the Company (and to the applicable Trustee if given
by the Holders). However, at any time after such a declaration of acceleration
with respect to Debt Securities of such series (or of all Debt Securities then
Outstanding under any Indenture, as the case may be) has been made, but before
a judgment or decree for payment of the money due has been obtained by the
applicable Trustee, the Holders of not less than a majority in principal amount
of Outstanding Debt Securities of such series (or of all Debt Securities then
Outstanding under the applicable Indenture, as the case may be) may rescind and
annul such declaration and its consequences if (a) the Company shall have
deposited with the applicable Trustee all required payments of the principal of
(and premium, if any) and interest on the Debt Securities of such series (or of
all Debt Securities then Outstanding under the applicable Indenture, as the
case may be), plus certain fees, expenses, disbursements and advances of the
applicable Trustee and (b) all events of default, other than the non-payment of
accelerated principal (or specified portion thereof), with respect to Debt
Securities of such series (or of all Debt Securities then Outstanding under the
applicable Indenture, as the case may be) have been cured or waived as provided
in such Indenture (Section 502). Each Indenture also will provide that the
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series (or of all Debt Securities then Outstanding under the
applicable Indenture, as the case may be) may waive any past default with
respect to such series and its consequences, except a default (x) in the
payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or (y) in respect of a covenant or provision contained
in the applicable Indenture that cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security affected thereby
(Section 513).

Each Trustee will be required to give notice to the Holders of Debt
Securities within 90 days of a default under the applicable Indenture unless
such default shall have been cured or waived; provided, however, that such
Trustee may withhold notice to the Holders of any series of Debt Securities of
any default with respect to such series (except a default in the payment of the
principal of (or premium, if any) or interest on any Debt Security of such
series or in the payment of any sinking fund installment in respect of any Debt
Security of such series) if specified responsible officers of such Trustee
consider such withholding to be in the interest of such Holders (Section 601).

Each Indenture will provide that no Holders of Debt Securities of any
series may institute any proceedings, judicial or otherwise, with respect to
such Indenture or for any remedy thereunder, except in the cases of failure of
the applicable Trustee, for 60 days, to act after it has received a written
request to institute proceedings in respect of an Event of Default from the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series, as well as an offer of indemnity reasonably
satisfactory to it (Section 507). This provision will not prevent, however,
any Holder of Debt Securities from instituting suit for the enforcement of
payment of the principal of (and premium, if any) and interest on such Debt
Securities at the respective due dates thereof (Section 508).

Subject to provisions in each Indenture relating to its duties in case
of default, no Trustee will be under any obligation to exercise any of its
rights or powers under an Indenture at the request or direction of any Holders
of any series of Debt Securities then Outstanding under such Indenture, unless
such Holders shall have offered to the Trustee thereunder reasonable security
or indemnity (Section 602). The Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of any series (or of all
Debt Securities then Outstanding under an Indenture, as the case may be) shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the applicable Trustee, or of exercising
any trust or power conferred upon such Trustee. However, a Trustee may refuse
to follow any direction which is in conflict with any law or the applicable
Indenture, which may subject such Trustee to personal liability or which may be
unduly prejudicial to the Holders of Debt Securities of such series not joining
therein (Section 512).

Within 120 days after the close of each fiscal year, the Company will
be required to deliver to each Trustee a certificate, signed by one of several
specified officers, stating whether or not such officer has knowledge of any
default under the applicable Indenture and, if so, specifying each such default
and the nature and status thereof (Section 1011).

- 10 -
<PAGE> 13

MODIFICATION OF THE INDENTURES

Modifications and amendments of an Indenture will be permitted to be
made only with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Debt Securities issued under such Indenture
which are affected by such modification or amendment; provided, however, that
no such modification or amendment may, without the consent of the Holder of
each such Debt Security affected thereby, (a) change the stated maturity of the
principal of, or any installment of interest (or premium, if any) on, any such
Debt Security; (b) reduce the principal amount of, or the rate or amount of
interest on, or any premium payable on redemption of, any such Debt Security,
or reduce the amount of principal of an Original Issue Discount Security that
would be due and payable upon declaration of acceleration of the maturity
thereof or would be provable in bankruptcy, or adversely affect any right of
repayment of the Holder of any such Debt Security; (c) change the place of
payment, or the coin or currency, for payment of principal or premium, if any,
or interest on any such Debt Security; (d) impair the right to institute suit
for the enforcement of any payment on or with respect to any such Debt
Security; (e) reduce the above-stated percentage of Outstanding Debt Securities
of any series necessary to modify or amend the applicable Indenture, to waive
compliance with certain provisions thereof or certain defaults and consequences
thereunder or to reduce the quorum or voting requirements set forth in the
applicable Indenture; or (f) modify any of the foregoing provisions or any of
the provisions relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to affect such action or
to provide that certain other provisions may not be modified or waived without
the consent of the Holder of such Debt Security (Section 902).

The Holders of not less than a majority in principal amount of
Outstanding Debt Securities of each series affected thereby will have the right
to waive compliance by the Company with certain covenants in such Indenture
(Section 1013).

Modifications and amendments of an Indenture will be permitted to be
made by the Company and the respective Trustee thereunder without the consent
of any Holder of Debt Securities for any of the following purposes: (i) to
evidence the succession of another person to the Company as obligor under such
Indenture; (ii) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Debt Securities or to surrender any right or
power conferred upon the Company in the Indenture; (iii) to add Events of
Default for the benefit of the Holders of all or any series of Debt Securities;
(iv) to add or change any provisions of an Indenture to facilitate the issuance
of, or to liberalize certain terms of, Debt Securities in bearer form, or to
permit or facilitate the issuance of Debt Securities in uncertificated form,
provided that such action shall not adversely affect the interests of the
Holders of the Debt Securities of any series in any material respect; (v) to
change or eliminate any provisions of an Indenture, provided that any such
change or elimination shall become effective only when there are no Debt
Securities Outstanding of any series created prior thereto which are entitled
to the benefit of such provision; (vi) to secure the Debt Securities; (vii) to
establish the form or terms of Debt Securities of any series, including the
provisions and procedures, if applicable, for the conversion of such Debt
Securities into Common Stock or Preferred Stock; (viii) to provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under an Indenture by more than one Trustee; (ix)
to cure any ambiguity, defect or inconsistency in an Indenture, provided that
such action shall not adversely affect the interests of Holders of Debt
Securities of any series issued under such Indenture in any material respect;
or (x) to supplement any of the provisions of an Indenture to the extent
necessary to permit or facilitate defeasance and discharge of any series of
such Debt Securities, provided that such action shall not adversely affect the
interests of the Holders of the Debt Securities of any series in any material
respect (Section 901).

Each Indenture will provide that in determining whether the Holders of
the requisite principal amount of Outstanding Debt Securities of a series have
given any request, demand, authorization, direction, notice, consent or waiver
thereunder or whether a quorum is present at a meeting of Holders of Debt
Securities, (i) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
declaration of acceleration of the maturity thereof, (ii) the principal amount
of any Debt Security denominated in a foreign currency that shall be deemed
Outstanding shall be the U.S. dollar equivalent, determined on the issue date
for such Debt Security, of the principal amount (or, in the case of Original
Issue Discount Security, the U.S. dollar equivalent on the issue date of such
Debt Security of the amount determined as provided in (i) above), (iii) the
principal amount of an indexed security that shall be deemed Outstanding shall
be the principal face amount of such indexed security pursuant to the

- 11 -
<PAGE> 14

applicable Indenture, and (iv) Debt Securities owned by the Company or any
other obligor upon the Debt Securities or any affiliate of the Company or of
such other obligor shall be disregarded.

Each Indenture will contain provisions for convening meetings of the
Holders of Debt securities of a series (Section 1501). A meeting will be
permitted to be called at any time by the applicable Trustee, and also, upon
request, by the Company or the Holders of at least 10% in principal amount of
the Outstanding Debt Securities of such series, in any such case upon notice
given as provided in the Indenture. Except for any consent that must be given
by the Holder of each Debt Security affected by certain modifications and
amendments of an Indenture, any resolution presented at a meeting or adjourned
meeting duly reconvened at which a quorum is present may be adopted by the
affirmative vote of the Holders of a majority in the principal amount of the
Outstanding Debt Securities of that series; provided, however, that, except as
referred to above, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or adjourned meeting or at which a quorum is
present by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Debt Securities of that series. Any
resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with an Indenture will be
binding on all Holders of Debt Securities of that series. The quorum at any
meeting called to adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount of the
Outstanding Debt Securities of a series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Debt Securities of a series, the persons holding or
representing such specified percentage in principal amount of the Outstanding
Debt Securities of such series will constitute a quorum.

Notwithstanding the foregoing provisions, each Indenture will provide
that if any action is to be taken at a meeting of Holders of Debt Securities of
any series with respect to any request, demand, authorization, direction,
notice, consent, waiver and other action that such Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Debt Securities affected thereby, or the
Holders of such series and one or more additional series: (i) there shall be no
minimum quorum requirement for such meeting, and (ii) the principal amount of
the Outstanding Debt Securities of such series that vote in favor of such
request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been
made, given or taken under such Indenture.

SUBORDINATION

Upon any distribution to creditors of the Company in a liquidation,
dissolution or reorganization, the payment of the principal of and interest on
any Subordinated Securities will be subordinated to the extent provided in the
applicable Indenture in right of payment to the prior payment in full of all
Senior Debt (Sections 1601 and 1602 of the Subordinated Indenture), but the
obligation of the Company to make payment of the principal and interest on such
Subordinated Securities will not otherwise be affected (Section 1608 of the
Subordinated Indenture). No payment of principal or interest will be permitted
to be made on Subordinated Securities at any time if a default on Senior Debt
exists that permits the Holders of such Senior Debt to accelerate its maturity
and the default is the subject of judicial proceedings or the Company receives
notice of the default (Section 1602 of the Subordinated Indenture). After all
Senior Debt is paid in full and until the Subordinated Securities are paid in
full, Holders will be subrogated to the right of Holders of Senior Debt to the
extent that distributions otherwise payable to Holders have been applied to the
payment of Senior Debt (Section 1607 of the Subordinated Indenture). By reason
of such subordination, in the event of a distribution of assets upon
insolvency, certain general creditors of the Company may recover more, ratably,
than Holders of Subordinated Securities.

Senior Debt will be defined in the Subordinated Indenture as the
principal of and interest on, or substantially similar payments to be made by
the Company in respect of, the following; whether outstanding at the date of
execution of the applicable Indenture or thereafter incurred, created or
assumed: (i) indebtedness of the Company for money borrowed or represented by
purchase money obligations, (ii) indebtedness of the Company evidenced by
notes, debentures, or bonds or other securities issued under the provisions of
an indenture, fiscal agency agreement or other agreement, (iii) obligations of
the Company

- 12 -
<PAGE> 15

as lessee under leases of property either made as part of any sale and
leaseback transaction to which the Company is a party or otherwise, (iv)
indebtedness of partnerships and joint ventures which is included in the
consolidated financial statements of the Company, and (v) indebtedness,
obligations and liabilities of others in respect of which the Company is liable
contingently or otherwise to pay or advance money or property or as guarantor,
endorser or otherwise, in each case other than (1) any such indebtedness,
obligation or liability referred to in clauses (i) through (v) above as to
which, in the instrument creating or evidencing the same pursuant to which the
same is outstanding, it is provided that such indebtedness, obligation or
liability is not superior in right of payment to the Subordinated Securities or
ranks pari passu with the Subordinated Securities, (2) any such indebtedness,
obligation or liability which is subordinated to indebtedness of the Company to
substantially the same extent as or to a greater extent than the Subordinated
Securities are subordinated, and (3) the Subordinated Securities.

If this Prospectus is being delivered in connection with a series of
Subordinated Securities, the accompanying Prospectus Supplement or the
information incorporated herein by reference will contain the approximate
amount of Senior Debt outstanding as of the end of the Company's most recent
fiscal quarter.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Company may be permitted under the applicable Indenture to
discharge certain obligations to Holders of any series of Debt Securities
issued thereunder that have not already been delivered to the applicable
Trustee for cancellation and that either have become due and payable or will
become due and payable within one year (or scheduled for redemption within one
year) by irrevocably depositing with the applicable Trustee, in trust, funds in
such currency or currencies, currency unit or units or composite currency or
currencies in which such Debt Securities are payable in an amount sufficient to
pay the entire indebtedness on such Debt Securities in respect of principal
(and premium, if any) and interest to the date of such deposit (if such Debt
Securities have become due and payable) or to the stated maturity or redemption
date, as the case may be.

Each Indenture will provide that, if the provisions of Article
Fourteen are made applicable to the Debt Securities of or within any series
pursuant to Section 301 of such Indenture, the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to such
Debt Securities (except for the obligation to pay additional amounts, if any,
upon the occurrence of certain events of tax, assessment or governmental charge
with respect to payments on such Debt Securities, and the obligations to
register the transfer or exchange of such Debt Securities, to replace temporary
or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office
or agency in respect of such Debt Securities and to hold moneys for payment in
trust) ("defeasance") (Section 1402) or (b) to be released from its obligations
with respect to such Debt Securities under certain specified sections of
Article Ten of such Indenture as specified in the applicable Prospectus
Supplement and any omission to comply with such obligations shall not
constitute an Event of Default with respect to such Debt Securities ("covenant
defeasance") (Section 1403), in either case upon the irrevocable deposit by the
Company with the applicable Trustee, in trust, of an amount, in such currency
or currencies, currency unit or units or composite currency or currencies in
which such Debt Securities are payable at stated maturity, or Government
Obligations (as defined below), or both, applicable to such Debt Securities
which through the scheduled payment of principal and interest in accordance
with their terms will provide money in an amount sufficient without
reinvestment to pay the principal of (and premium, if any) and interest on such
Debt Securities, and any mandatory sinking fund or analogous payments thereon,
on the scheduled due dates therefor.

Such a trust will only be permitted to be established if, among other
things, the Company has delivered to the applicable Trustee an opinion of
counsel (as specified in the applicable Indenture) to the effect that the
Holders of such Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred, and such opinion of
counsel, in the case of defeasance, will be required to refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable U.S.
federal income tax law occurring after the date of the Indenture (Section
1404).

- 13 -
<PAGE> 16

"Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
foreign currency in which the Debt Securities of a particular series are
payable, for the payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the foreign currency in which the Debt Securities of such series are payable,
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation of the United States of America or such government, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the Holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the Holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt (Section 101 of each
Indenture).

Unless otherwise provided in the applicable Prospectus Supplement, if
after the Company has deposited funds and/or Government Obligations to effect
defeasance or covenant defeasance with respect to Debt Securities of any
series, (a) the Holder of a Debt Security of such series is entitled to, and
does, elect pursuant to the applicable Indenture or the terms of such Debt
Security to receive payment in a currency, currency unit or composite currency
other than that in which such deposit has been made in respect of such Debt
Security, or (b) a Conversion Event (as defined below) occurs in respect of the
currency, currency unit or composite currency in which such deposit has been
made, the indebtedness represented by such Debt Security will be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest on such Debt Security as they
become due out of the proceeds yielded by converting the amount so deposited in
respect of such Debt Security into the currency, currency unit or composite
currency in which such Debt Security becomes payable as a result of such
election or such cessation of usage based on the applicable market exchange
rate. "Conversion Event" means the cessation of use of (i) a currency,
currency unit or composite currency both by the government of the country which
issued such currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community,
(ii) the ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or
(iii) any currency unit or composite currency other than the ECU for the
purposes for which it was established. Unless otherwise provided in the
applicable Prospectus Supplement, all payments of principal of (and premium, if
any) and interest on any Debt Security that is payable in a foreign currency
that ceases to be used by its government of issuance shall be made in U.S.
dollars.

In the event the Company effects covenant defeasance with respect to
any Debt Securities and such Debt Securities are declared due and payable
because of the occurrence of any Event of Default other than the Event of
Default described in clause (iv) under "Events of Default, Notice and Waiver"
with respect to certain specified sections of Article Ten of each Indenture
(which sections would no longer be applicable to such Debt Securities as a
result of such covenant defeasance) or described in clause (vii) under "Events
of Default, Notice and Waiver" with respect to any other covenant as to which
there has been covenant defeasance, the amount in such currency, currency unit
or composite currency in which such Debt Securities are payable, and Government
Obligations on deposit with the applicable Trustee, will be sufficient to pay
amounts due on such Debt Securities at the time of their stated maturity but
may not be sufficient to pay amounts due on such Debt Securities at the time of
the acceleration resulting from such Default. However, the Company would remain
liable to make payment of such amounts due at the time of acceleration.

The applicable Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance,
including any modifications to the provisions described above, with respect to
the Debt Securities of or within a particular series.

CONVERSION RIGHTS

The terms and conditions, if any, upon which the Debt Securities are
convertible into Common Stock or Preferred Stock will be set forth in the
applicable Prospectus Supplement relating thereto. Such terms will include
whether such Debt Securities are convertible into Common Stock or Preferred
Stock, the conversion price (or manner of calculation thereof), the conversion
period, provisions as to whether

- 14 -
<PAGE> 17

conversion will be at the option of the Holders or the Company, the events
requiring an adjustment of the conversion price and provisions affecting
conversion in the event of the redemption of such Debt Securities and any
restrictions on conversion.

REDEMPTION OF SECURITIES

The Indenture provides that the Debt Securities may be redeemed at any
time at the option of the Company, in whole or in part, at the Redemption
Price, except as may otherwise be provided in connection with any Debt
Securities or series thereof.

From and after notice has been given as provided in the Indenture, if
funds for the redemption of any Debt Securities called for redemption shall
have been made available on such redemption date, such Debt Securities will
cease to bear interest on the date fixed for such redemption specified in such
notice, and the only right of the Holders of the Debt Securities will be to
receive payment of the Redemption Price.

Notice of any optional redemption of any Debt Securities will be given
to Holders at their addresses, as shown in the Security Register, not more than
60 nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Debt Securities held by such Holder to be redeemed.

If the Company elects to redeem Debt Securities, it will notify the
Trustee at least 45 days prior to the redemption date (or such shorter period
as satisfactory to the Trustee) of the aggregate principal amount of Debt
Securities to be redeemed and the redemption date. If less than all the Debt
Securities are to be redeemed, the Trustee shall select the Debt Securities to
be redeemed pro rata, by lot or in such manner as it shall deem fair and
appropriate.

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in
the form of one or more global securities (the "Global Securities") that will
be deposited with, or on behalf of, a depository identified in the applicable
Prospectus Supplement relating to such series. Global Securities may be issued
in either registered or bearer form and in either temporary or permanent form.
The specific terms of the depository arrangement with respect to a series of
Debt Securities will be described in the applicable Prospectus Supplement
relating to such series.

CAPITAL STOCK STRUCTURE

The Company has the authority to issue (i) 300,000,000 shares of
Common Stock, of which 157,068,862 shares were issued and outstanding as of
the close of business on October 31, 1995, (ii) 850,000 shares of Cumulative
Preferred Stock, issuable in series, of which a total of 227,288
shares, constituting four series, were issued and outstanding as of the close
of business on October 31, 1995, and (iii) 4,000,000 shares of Class A
Preferred Stock, none of which were outstanding as of October, 31 1995 and
which when issued, will rank junior to the Cumulative Preferred Stock as to
dividends or distributions, and upon the liquidation, dissolution and winding
up of the Company.

DESCRIPTION OF COMMON STOCK

The following description of the Common Stock sets forth certain
general terms and provisions of the Common Stock to which any Prospectus
Supplement may relate, including a Prospectus Supplement providing that Common
Stock will be issuable upon conversion of Debt Securities or Preferred Stock of
the Company or upon the exercise of the Securities Warrants issued by the
Company. The statements below describing the Common Stock are in all respects
subject to and qualified in their entirety by reference to the applicable
provisions of the Company's Restated Certificate of Incorporation, as amended
(the "Charter"), and Bylaws.

- 15 -
<PAGE> 18

DIVIDEND RIGHTS

Subject to the terms of any contractual restriction on the declaration
or payment of dividends, dividends may be declared and paid on the Common Stock
out of legally available surplus. However, no dividends may be paid on the
Common Stock until accrued and unpaid dividends on the outstanding series of
Cumulative Preferred Stock have been paid or declared and funds set aside for
their payment.

The Company's ability to pay dividends is substantially dependent upon
the earnings and available cash flow of its subsidiaries and the availability
of such earnings to the Company by way of dividends, distributions, loans and
other advances. The provisions of the Open Market Plan include the prohibition
of dividend payments from a significant subsidiary of the Company, Rochester
Telephone Corp., to the Company in specified circumstances.

VOTING RIGHTS

The holders of Common Stock have exclusive voting rights of one vote
for each share held, subject to the voting rights of the outstanding Cumulative
Preferred Stock described below and any subsequent voting rights that may be
established for any other Preferred Stock by the Company's Board of Directors.
The holders of the Common Stock are not entitled to cumulative voting in the
election of directors.

When four or more quarterly dividends on the Cumulative Preferred
Stock are in arrears, and until such arrearages at full dividend rates have
been paid or declared and set apart for payment, the holders of the Cumulative
Preferred Stock as a class have the right to elect a majority of the Board of
Directors. In such event, the holders of the Common Stock have the right to
elect only the remaining directors.

LIQUIDATION RIGHTS

On any liquidation of the Company, the holders of the Cumulative
Preferred Stock will be entitled to their full par value per share plus
accumulated dividends. In addition, the holders of any other Preferred Stock
issued after the date of this Prospectus will be entitled to a liquidation
preference equal to at least the par value of such stock. After satisfaction
of outstanding liabilities and the preferential liquidation rights of the
Preferred Stock, the holders of Common Stock are entitled to share ratably in
the distribution of all remaining assets.

PREEMPTIVE RIGHTS

Holders of the Common Stock have no preemptive rights to purchase any
stock issued by the Company, any securities convertible into such stock, or any
rights or options to acquire such stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is The First
National Bank of Boston, 150 Royall Street, Canton, Massachusetts 02021.

THE RIGHTS AGREEMENT

On April 9, 1995, the Company's Board of Directors declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
Common Stock. The dividend was payable on April 24, 1995 to the shareholders
of record on that date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Junior Participating
Class A Preferred Stock, par value of $100.00 per share (the "Rights Preferred
Stock"), of the Company at a price of $80.00 per one-hundredth of a share of
Rights Preferred Stock, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement dated as of April 9,1995, as the
same may be amended from time to time (the "Rights Agreement"), between the
Company and The First National Bank of Boston, as Rights Agent.

The Rights are not exercisable until the earlier to occur of (i) ten
days following the first date of a public announcement that a person or group
of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding shares of Common Stock
or such earlier date as a majority of the Board of Directors shall have become
aware of the existence of an

- 16 -
<PAGE> 19

Acquiring Person, or (ii) ten business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender order or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding shares of
Common Stock. The Rights will expire on April 24, 2005, unless such date is
extended or unless the Rights are earlier redeemed or exchanged by the Company,
in each case as described below.

In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of shares of Common Stock
having a market value of two times the exercise price of the Right.

In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the person with whom has engaged in the foregoing transaction (or its
parent), which number of shares at the time of such transaction will have a
market value of two times the exercise price of the Right.

At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Company's Board of Directors may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Rights Preferred Stock (or of
a share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges, per Right (subject to adjustment).

At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right, subject to adjustment.

For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Right in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interest of holders of the Rights.

This summary description of the Rights summarizes the material terms
of the Rights but does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement which is an exhibit to the
Company's Current Report on Form 8-K dated April 9, 1995.

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the Preferred Stock sets
forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Charter (including any amendment to the Charter relating to a series of the
Preferred Stock) which will be filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part at or prior to the time of the issuance of such series of the
Preferred Stock.

GENERAL

The Company is authorized to issue 4,000,000 shares of Class A
Preferred Stock, of which no shares were outstanding as of October 31,
1995, and 850,000 shares of Cumulative Preferred Stock, of

- 17 -
<PAGE> 20

which 227,288 shares were outstanding as of October 31, 1995. The
Company has established five separate series of Cumulative Preferred Stock,
which include 215,000 shares in the aggregate, and a series of 3,000,000 shares
of Class A Preferred Stock in connection with the Rights Agreement.

Under the Charter, the Board of Directors (without further shareowner
action) may from time to time establish and issue one or more series of
Preferred Stock with such designations, powers, preferences or rights of the
shares of such series and the qualifications, limitations or restrictions
thereon.

The Preferred Stock shall have the dividend, liquidation, redemption
and voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference
is made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and the number of shares offered; (ii) the amount of liquidation
preference per share; (iii) the initial public offering price at which such
Preferred Stock will be issued; (iv) the dividend rate (or method of
calculation), the dates on which dividends shall be payable and the dates from
which dividends shall commence to accumulate, if any; (v) any redemption or
sinking fund provisions; (vi) any conversion rights; and (vii) any additional
voting, dividend, liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions. The Preferred Stock
will, when issued for lawful consideration, be fully paid and nonassessable and
will have no preemptive rights.

RANK

Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company, rank (i) senior to all classes or
series of Common Stock and to all equity securities ranking junior to such
Preferred Stock; (ii) on a parity with all equity securities issued by the
Company the terms of which specifically provide that such equity securities
rank on a parity with the Preferred Stock; and (iii) junior to all equity
securities issued by the Company the terms of which specifically provide that
such equity securities rank senior to the Preferred Stock. As used in the
Articles for these purposes, the term "equity securities" does not include
convertible debt securities. The Series A Preferred Stock is junior to the
Cumulative Preferred Stock and any Preferred Stock established out of Series A
Preferred Stock shall be junior as to the Cumulative Preferred Stock. The
rights of the holders of each series of the Preferred Stock will be subordinate
to those of the Company's general creditors.

DIVIDENDS

Holders of shares of the Preferred Stock of each series shall be
entitled to receive, when, as and if declared by the Board of Directors of the
Company, out of assets of the Company legally available for payment, cash
dividends at such rates and on such dates as will be set forth in the
applicable Prospectus Supplement. Such rate may be fixed or variable or both.
Each such dividend shall be payable to holders of record as they appear on the
stock transfer books of the Company on such record dates as shall be fixed by
the Board of Directors of the Company, as specified in the Prospectus
Supplement relating to such series of Preferred Stock.

Dividends on any series of the Preferred Stock may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement.
Dividends, if cumulative, will be cumulative from and after the date set forth
in the applicable Prospectus Supplement. If the Board of Directors of the
Company fails to declare a dividend payable on a dividend payment date on any
series of the Preferred Stock for which dividends are noncumulative, then the
holders of such series of the Preferred Stock will have no right to receive a
dividend in respect of the dividend period relating to such dividend payment
date, and the Company will have no obligation to pay the dividend accrued for
such period, whether or not dividends on such series are declared payable on
any future dividend payment date.

So long as the shares of any series of the Preferred Stock shall be
outstanding, the Company may not declare or pay any dividends on any shares of
Common Stock of the Company or any other stock of the Company ranking as to
dividends or distributions of assets junior to such series of Preferred Stock
(the Common Stock and any such other stock being herein referred to as "Junior
Stock"), whether in cash or property or in obligations or stock of the Company,
other than Junior Stock which is neither convertible into, nor exchangeable or
exercisable for, any securities of the Company other than Junior Stock, unless
full dividends (including if such Preferred Stock is cumulative, dividends for
prior dividend periods) shall

- 18 -
<PAGE> 21

have been paid or declared and set apart for payment on all outstanding shares
of the Preferred Stock of such series and all other classes and series of
Preferred Stock of the Company (other than Junior Stock).

Any dividend payment made on shares of a series of Preferred Stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to shares of such series which remains payable.

REDEMPTION

A series of Preferred Stock may be redeemable, in whole or from time
to time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of Preferred
Stock.

The Prospectus Supplement relating to a series of Preferred Stock that
is subject to mandatory redemption will specify the number of shares of such
Preferred Stock that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified
together with an amount equal to all accrued and unpaid dividends thereon
(which shall not, if such Preferred Stock does not have a cumulative dividend,
include any accumulation in respect of unpaid dividends for prior dividend
periods) to the date of redemption. The redemption price may be payable in
cash or other property, as specified in the applicable Prospectus Supplement.
If the redemption price for Preferred Stock of any series is payable only from
the net proceeds of the issuance of capital stock of the Company, the terms of
such Preferred Stock may provide that, if no such capital stock shall have been
issued or to the extent the net proceeds from any issuance are insufficient to
pay in full the aggregate redemption price then due, such Preferred Stock shall
automatically and mandatorily be converted into shares of the applicable
capital stock of the Company pursuant to conversion provisions specified in the
applicable Prospectus Supplement.

So long as any dividends on shares of any series of the Preferred
Stock or any other series of preferred stock of the Company ranking on a parity
as to dividends and distribution of assets with such series of the Preferred
Stock are in arrears, no shares of any such series of the Preferred Stock or
such other series of Preferred Stock of the Company will be redeemed (whether
by mandatory or optional redemption) unless all such shares are simultaneously
redeemed, and the Company will not purchase or otherwise acquire any such
shares.

In the event that fewer than all of the outstanding shares of a series
of the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or
pro rata (subject to rounding to avoid fractional shares) as may be determined
by the Company or by any other method as may be determined by the Company in
its sole discretion to be equitable. From and after the redemption date
(unless default shall be made by the Company in providing for the payment of
the redemption price plus accumulated and unpaid dividends, if any), dividends
shall cease to accumulate on the shares of the Preferred Stock called for
redemption and all rights of the holders thereof (except the right to receive
the redemption price plus accumulated and unpaid dividends, if any) shall
cease.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, then, before any distribution or payment
shall be made to the holders of any Junior Stock, the holders of each series of
Preferred Stock shall be entitled to receive out of assets of the Company
legally available for distribution to shareowners, liquidating distributions in
the amount of the liquidation preference per share (set forth in the applicable
Prospectus Supplement), plus an amount equal to all dividends accrued and
unpaid thereon (which shall not include any accumulation in respect of unpaid
dividends for prior dividend periods if such Preferred Stock does not have a
cumulative dividend). After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Preferred Stock will
have no right or claim to any of the remaining assets of the Company. In the
event that upon any such voluntary or involuntary liquidation, dissolution or
winding up, the available assets of the Company are insufficient to pay the
amount of the liquidating distributions on all outstanding shares of Preferred
Stock and the corresponding amounts payable on all shares of other classes or
series of capital stock of the Company ranking on a parity with the Preferred
Stock in the distribution of assets, then the

- 19 -
<PAGE> 22

holders of the Preferred Stock and all other such classes or series of capital
stock shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be
respectively entitled.

If liquidating distributions shall have been made in full to all
holders of shares of Preferred Stock, the remaining assets of the Company shall
be distributed among the holders of Junior Stock, according to their respective
rights and preferences and in each case according to their respective number of
shares. For such purposes, the consolidation or merger of the Company with or
into any other corporation, or the sale, lease or conveyance of all or
substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company.

VOTING RIGHTS

Except as indicated below or in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by applicable
law, holders of the Preferred Stock will not be entitled to vote for any
purpose.

As described in "Description of Common Stock - Voting Rights", when
four or more quarterly dividends on the Cumulative Preferred Stock are in
arrears, and until such arrearages at full dividend rates have been paid or
declared and set apart for payment, the holders of the Cumulative Preferred
Stock as a class have the right to elect a majority of the Board of Directors.

In addition, the affirmative vote of various proportions of the
Cumulative Preferred Stock is required to (1) increase the authorized amount of
the Cumulative Preferred Stock; (2) create shares having preferential rights
equal or superior to the Cumulative Preferred Stock; (3) issue any shares of
Cumulative Preferred Stock or any shares having preferential rights equal or
superior to the Cumulative Preferred Stock without compliance with certain
requirements as to earnings; and (4) create, alter or abolish any voting rights
or preferential rights or redemption provisions affecting the Cumulative
Preferred Stock adversely.

CONVERSION RIGHTS

The terms and conditions, if any, upon which shares of any series of
Preferred Stock are convertible into Common Stock will be set forth in the
applicable Prospectus Supplement relating thereto. Such terms will include the
number of shares of Common Stock into which the Preferred Stock is convertible,
the conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
Preferred Stock or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Preferred Stock will be set
forth in the applicable Prospectus Supplement.

DESCRIPTION OF SECURITIES WARRANTS

The Company may issue Securities Warrants for the purchase of Common
Stock. Securities Warrants may be issued independently or together with any
other Securities offered by any Prospectus Supplement and may be attached to or
separate from such Securities. Each series of Securities Warrants will be
issued under a separate warrant agreement (each, a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the
applicable Prospectus Supplement (the "Warrant Agent"). The Warrant Agent will
act solely as an agent of the Company in connection with the Securities
Warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of Securities
Warrants. The following summaries of certain provisions of the Securities
Warrant Agreement and the Securities Warrants do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the Securities Warrant Agreement and the Securities Warrant
certificates relating to each series of Securities Warrants which will be filed
with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such series of Securities Warrants.

- 20 -
<PAGE> 23

If Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including the
following where applicable: (i) the offering price; (ii) the aggregate number
of shares purchasable upon exercise of such Securities Warrants, the exercise
price (iii) the date, if any, on and after which such Securities Warrants and
the Common Stock will be transferable separately; (iv) the date on which the
right to exercise such Securities Warrants shall commence and the Expiration
Date; (v) any special United States federal income tax consequences; and (vi)
any other material terms of such Securities Warrants.

Securities Warrant certificates may be exchanged for new Securities
Warrant certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Securities Warrant agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrants to purchase Common Stock, holders of such Securities Warrants will not
have any rights of holders of Common Stock, including the right to receive
payments of dividends, if any, on such Common Stock, or to exercise any
applicable right to vote.

EXERCISE OF SECURITIES WARRANTS

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

Securities Warrants may be exercised by delivering to the Securities
Warrant Agent payment as provided in the applicable Prospectus Supplement of
the amount required to purchase the Common Stock purchasable upon such exercise
together with certain information set forth on the reverse side of the
Securities Warrant certificate. Securities Warrants will be deemed to have
been exercised upon receipt of payment of the exercise price, subject to the
receipt within five (5) business days, of the Securities Warrant certificate
evidencing such Securities Warrants. Upon receipt of such payment and the
Securities Warrant certificate properly completed and duly executed at the
corporate trust office of the Securities Warrant agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, issue and deliver the Common Stock purchasable upon such exercise.
If fewer than all of the Securities Warrants represented by such Securities
Warrant certificate are exercised, a new Securities Warrant certificate will be
issued for the remaining amount of Securities Warrants.

- 21 -
<PAGE> 24

AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENT

The Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities
Warrants and that do not adversely affect the interests of the holders of the
Securities Warrants.

COMMON STOCK WARRANT ADJUSTMENTS

Unless otherwise indicated in the applicable Prospectus Supplement,
the exercise price of, and the number of shares of Common Stock covered by, a
Common Stock Warrant are subject to adjustment in certain events, including (i)
payment of a dividend on the Common Stock payable in capital stock and stock
splits, combinations or reclassification of the Common Stock; (ii) issuance to
all holders of Common Stock of rights or warrants to subscribe for or purchase
shares of Common Stock at less than their current market price (as defined in
the Warrant Agreement for such series of Securities Warrants); and (iii)
certain distributions of evidences of indebtedness or assets (including
securities but excluding cash dividends or distributions paid out of
consolidated earnings or retained earnings or dividends payable other than in
Common Stock) or of subscription rights and warrants (excluding those referred
to above).

No adjustment in the exercise price of, and the number of shares of
Common Stock covered by, a Common Stock Warrant will be made for regular
quarterly or other periodic or recurring cash dividends or distributions or for
cash dividends or distributions to the extent paid from consolidated earnings
or retained earnings. No adjustment will be required unless such adjustment
would require a change of at least 1% in the exercise price then in effect.
Except as stated above, the exercise price of, and the number of shares of
Common Stock covered by, a Common Stock Warrant will not be adjusted for the
issuance of Common Stock or any securities convertible into or exchangeable for
Common Stock, or carrying the right or option to purchase or otherwise acquire
the foregoing, in exchange for cash, other property or services.

In the event of any (i) consolidation or merger of the Company with or
into any entity (other than a consolidation or a merger that does not result in
any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock); (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company; or (iii) reclassification,
capital reorganization or change of the Common Stock (other than solely a
change in par value or from par value to no par value), then any holder of a
Common Stock Warrant will be entitled, on or after the occurrence of any such
event, to receive on exercise of such Common Stock Warrant the kind and amount
of shares of stock or other securities, cash or other property (or any
combination thereof) that the holder would have received had such holder
exercised such holder's Common Stock Warrant immediately prior to the
occurrence of such event. If the consideration to be received upon exercise of
the Common Stock Warrant following any such event consists of common stock of
the surviving entity, then from and after the occurrence of such event, the
exercise price of such Common Stock Warrant will be subject to the same
anti-dilution and other adjustments described in the second preceding
paragraph, applied as if such common stock were Common Stock.

PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters for
public offering and sale by them or may sell the Securities to investors
directly or through agents. Direct sales to investors may be accomplished
through subscription rights distributed to the Company's shareowners. In
connection with the distribution of subscription rights to shareowners, if all
of the underlying Securities are not subscribed for, the Company may sell such
unsubscribed Securities directly to third parties or may engage the services of
an underwriter to sell such unsubscribed Securities to third parties. Any
underwriter or agent involved in the offer and sale of the Securities will be
named in the applicable Prospectus Supplement.

The distribution of the Securities may be effected from time to time
in one or more transactions at a fixed price or prices, or at prices related to
the prevailing market prices at the time of sale or at negotiated prices (any
of which may represent a discount from the prevailing market prices). The
Company also may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Securities upon the terms and conditions
as are set

- 22 -
<PAGE> 25

forth in the applicable Prospectus Supplement. In connection with the sale of
Securities, underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Securities for whom they may act as
agent. Underwriters may sell Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.

Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Underwriters,
dealers and agents participating in the distribution of the Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act.

If so indicated in the applicable Prospectus Supplement, the Company
will authorize dealers acting as the Company's agents to solicit offers by
certain institutions to purchase Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the applicable Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Securities covered
by its Contracts 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 Securities are being sold to underwriters, the Company shall
have sold to such underwriters the total principal amount of the Securities
less the principal amount thereof covered by the Contracts.

Certain of the underwriters and their affiliates may be customers of,
engage in transactions with and perform services for the Company and its
Subsidiaries in the ordinary course of business.

LEGAL MATTERS

The legality of the Debt Securities, the Preferred Stock, the Common
Stock and the Securities Warrants offered hereby will be passed upon for the
Company by Helen A. Zamboni, Esq., Corporate Counsel of the Company.

EXPERTS

The consolidated financial statements and consolidated financial
statement schedule incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, and
the audited historical financial statements included on pages 23-57 of the
Company's Form 8-K dated November 14, 1995 have been audited by Price
Waterhouse LLP, independent accountants, except as they relate to ALC
Communications Corporation, and insofar as they relate to ALC Communications
Corporation, by Ernst & Young LLP, independent accountants, whose reports
therein are incorporated by reference to the Company's Form 8-K dated November
14, 1995. Such financial statements have been so included in reliance on the
reports of such independent accountants given on the authority of such firms as
experts in auditing and accounting.

- 23 -
<PAGE> 26

No dealer, salesperson or other individual has been authorized to
give any information or to make any representations not contained or
incorporated by reference in this Prospectus in connection with any
offering to be made by the Prospectus. If given or made, such information
or representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Securities, in any jurisdiction where,
or to any person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any offer or sale
made hereunder shall, under any circumstance, create an implication that
there has been no change in the facts set forth in this Prospectus or in
the affairs of the Company since the date hereof.

TABLE OF CONTENTS

PROSPECTUS
Page
----

Available Information . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . 4
Ratios of Earnings to Fixed Charges . . . . . . . . . 5
Description of Debt Securities . . . . . . . . . . . 5
Capital Stock Structure . . . . . . . . . . . . . . 15
Description of Common Stock . . . . . . . . . . . . 15
Description of Preferred Stock . . . . . . . . . . 17
Description of Securities Warrants . . . . . . . . 20
Plan of Distribution . . . . . . . . . . . . . . . 22
Legal Matters . . . . . . . . . . . . . . . . . . . 23
Experts . . . . . . . . . . . . . . . . . . . . . . 23

FRONTIER CORPORATION

$500,000,000
--------------
PROSPECTUS

_____________________, 1995

<PAGE> 27

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred
in connection with the issuance and distribution of the securities being
registered.

<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $172,414
Fees of Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000*
Printing and Duplicating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000*
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000*
NASD Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000*
Blue Sky Fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $637,414
</TABLE>

* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's bylaws authorize the Company to obligate itself to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by the New York
Business Corporation Law (the "NYBCL"). The NYBCL permits a corporation to
indemnify its present and former directors and officers to whatever extent
shall be authorized by a corporation's certificate of incorporation or a bylaw
or vote adopted by the shareholders.

The NYBCL does not permit indemnification with respect to any matter
as to which the director or officer has been adjudicated not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the corporation. In addition, the NYBCL provides that no indemnification of
directors in shareholder derivative suits may be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which the director or officer has
been adjudged to be liable to the corporation, unless only to the extent that
the court in which the was brought or, if no action is brought, any court of
competent jurisdiction, determines upon application that, in view of the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper. The statutory provisions for indemnification and
advancement of expenses are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
independently of the applicable statutory provision.

The NYBCL permits a corporation to limit or eliminate a director's
personal liability to the corporation or the holders of its capital stock for
breach of duty. The Company's Charter contains a provision providing for
elimination of the liability of its directors to the maximum extent permitted
by New York law. This limitation is generally unavailable for acts or
omissions by a director which were (i) in bad faith, (ii) involved intentional
misconduct or a knowing violation of law or (iii) involved a financial profit
or other advantage to which such director was not legally entitled. The NYBCL
also prohibits limitations on director liability for acts or omissions which
resulted in a violation of a statute prohibiting certain dividend declarations,
certain payments to shareholders after dissolution and particular types of
loans.

II-1
<PAGE> 28
ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
*4.1 Form of Senior Debt Indenture

*4.2 Form of Subordinated Debt Indenture

*4.3 The Company's Amended and Restated Certificate of Incorporation

*4.4 Certificate of Amendment of the Company's Restated Certificate
of Incorporation.

**4.5 Form of Certificate of Amendment to Certificate of Incorporation for
Preferred Stock

**4.6 Form of Debt Security

**4.7 Form of Securities Warranty Agreement

*5.1 Opinion of Helen A. Zamboni, Esq. as to legality of securities

*12.1 Calculation of Ratios of Earnings to Fixed Charges

****23.1 Consent of Price Waterhouse LLP, independent accountants

****23.2 Consent of Ernst & Young LLP, independent accountants

*23.3 Consent of Helen A. Zamboni, Esq. (included in Exhibit 5.1)

****24.1 Powers of Attorney

****24.2 Resolution of the Company's Board of Directors authorizing signature
of registration statement

***25.1 Statement of Eligibility of Trustee on Form T-1 (filed under
separate cover)
</TABLE>

*Filed herewith

**To be filed by amendment or incorporated by reference in connection
with the offering of the Securities.

***To be filed by amendment.

****Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value securities offered would not exceed that
which was registered) and any deviation from the low
or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price set forth
in the "Calculation of Registration Fee" table set
forth in this registration statement; and

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

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

II-2
<PAGE> 29

(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 herein, 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.

The undersigned Registrant hereby undertakes 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 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; and
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.

The undersigned Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed a part of this Registration Statement as of the
time it was declared effect.

The undersigned Registrant hereby undertakes, in connection with
securities to be offered pursuant to warrants, to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of
the subscription offer, the transactions by the underwriters during the
subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will
be filed to set forth the terms of such offering.

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

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 the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Rochester, New York on January 8, 1996.

FRONTIER CORPORATION,
a New York business corporation

By:/s/ Josephine S. Trubek
----------------------------
Josephine S. Trubek, as
attorney-in-fact for Ronald
L. Bittner, Chairman of the
Board of Directors and
Chief Executive Officer

II-3
<PAGE> 30

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
Ronald L. Bittner* Chairman of the Board of Directors, January 8, 1996
---------------------------------- Chief Executive Officer, and
Ronald L. Bittner Director

/s/ Marvin C. Moses Vice Chairman Chief Financial January 10, 1996
---------------------------------- Officer (principal financial officer),
Marvin C. Moses and director

Richard A. Smith* Controller (principal accounting January 8, 1996
---------------------------------- officer)
Richard A. Smith

Patricia C. Barron* Director January 8, 1996
----------------------------------
Patricia C. Barron

Raul E. Cesan* Director January 8, 1996
----------------------------------
Raul E. Cesan

Brenda E. Egerton* Director January 8, 1996
----------------------------------
Brenda E. Egerton

Michael E. Faherty* Director January 8, 1996
----------------------------------
Michael E. Faherty

Daniel E. Gill* Director January 8, 1996
----------------------------------
Daniel E. Gill

Alan C. Hasselwander* Director January 8, 1996
----------------------------------
Alan C. Hasselwander

Douglas H. McCorkindale* Director January 8, 1996
----------------------------------
Douglas H. McCorkindale

Leo J. Thomas* Director January 8, 1996
----------------------------------
Leo J. Thomas

Richard J. Uhl* Director January 8, 1996
----------------------------------
Richard J. Uhl

Director January , 1996
----------------------------------
Jairo A Estrada

Director January , 1996
----------------------------------
Robert E. Holland, Jr.

*By: /s/ Josephine S. Trubek
------------------------------
Josephine S. Trubek
Attorney-in-fact
</TABLE>

II-4
<PAGE> 31

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
*4.1 Form of Senior Debt Indenture

*4.2 Form of Subordinated Debt Indenture

*4.3 The Company's Amended and Restated Certificate of Incorporation

*4.4 Certificate of Amendment of the Company's Restated Certificate
of Incorporation.

**4.5 Form of Certificate of Amendment to Certificate of Incorporation for
Preferred Stock

**4.6 Form of Debt Security

**4.7 Form of Securities Warranty Agreement

*5.1 Opinion of Helen A. Zamboni, Esq. as to legality of securities

*12.1 Calculation of Ratios of Earnings to Fixed Charges

****23.1 Consent of Price Waterhouse LLP, independent accountants

****23.2 Consent of Ernst & Young LLP, independent accountants

*23.3 Consent of Helen A. Zamboni, Esq. (included in Exhibit 5.1)

****24.1 Powers of Attorney

****24.2 Resolution of the Company's Board of Directors authorizing signature
of registration statement

***25.1 Statement of Eligibility of Trustee on Form T-1 (filed under
separate cover)
</TABLE>

*Filed herewith

**To be filed by amendment or incorporated by reference in connection
with the offering of the Securities.

***To be filed by amendment.

****Previously filed.

II-5

<PAGE> 1

EXHIBIT 4.1

FRONTIER CORPORATION, AS OBLIGOR

AND

[BANK]

AS TRUSTEE

________________________

INDENTURE

DATED AS OF ________________, 1995

__________________________________________________________

SENIOR DEBT SECURITIES

__________________________________________________________
<PAGE> 2

TABLE OF CONTENTS

PAGE
----
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION . . . . . . . . . . . . . . . . . . . . . . 1
Section 101 Definitions . . . . . . . . . . . . . . . . . . . . . . 1
"Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Additional Amounts" . . . . . . . . . . . . . . . . . . . . . . . 2
"Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Authenticating Agent" . . . . . . . . . . . . . . . . . . . . . . 2
"Authorized Newspaper" . . . . . . . . . . . . . . . . . . . . . . 2
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Bearer Security" . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . 3
"Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . 3
"Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"CEDEL" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company Request" and "Company Order" . . . . . . . . . . . . . . . 3
"Consolidated Income Available for Debt Service" . . . . . . . . . 3
"Consolidated Net Income" . . . . . . . . . . . . . . . . . . . . . 4
"Conversion Event" . . . . . . . . . . . . . . . . . . . . . . . . 4
"Corporate Trust Office" . . . . . . . . . . . . . . . . . . . . . 4
"Corporation" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Coupon" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Debt". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Defaulted Interest". . . . . . . . . . . . . . . . . . . . . . . . 4
"DTC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Dollar". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"ECU". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Euroclear" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"European Communities" . . . . . . . . . . . . . . . . . . . . . . 5
"European Monetary System" . . . . . . . . . . . . . . . . . . . . 5
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . 5
"Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Foreign Currency" . . . . . . . . . . . . . . . . . . . . . . . . 5
"GAAP". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Government Obligations". . . . . . . . . . . . . . . . . . . . . . 5
"Holder". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Indenture" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Indexed Security" . . . . . . . . . . . . . . . . . . . . . . . . 6
"Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Interest Payment Date" . . . . . . . . . . . . . . . . . . . . . . 6

i
<PAGE> 3

PAGE
----

"Make-Whole Amount". . . . . . . . . . . . . . . . . . . . 6
"Maturity" . . . . . . . . . . . . . . . . . . . . . . . . 7
"Maximum Annual Service Charge". . . . . . . . . . . . . . 7
"Officers' Certificate". . . . . . . . . . . . . . . . . . 7
"Opinion of Counsel" . . . . . . . . . . . . . . . . . . . 7
"Original Issue Discount Security" . . . . . . . . . . . . 7
"Outstanding". . . . . . . . . . . . . . . . . . . . . . . 7
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . 8
"Person" . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Place of Payment" . . . . . . . . . . . . . . . . . . . . 8
"Predecessor Security" . . . . . . . . . . . . . . . . . . 9
"Redemption Date". . . . . . . . . . . . . . . . . . . . . 9
"Redemption Price" . . . . . . . . . . . . . . . . . . . . 9
"Registered Security". . . . . . . . . . . . . . . . . . . 9
"Regular Record Date". . . . . . . . . . . . . . . . . . . 9
"Reinvestment Rate". . . . . . . . . . . . . . . . . . . . 9
"Repayment Date" . . . . . . . . . . . . . . . . . . . . . 9
"Repayment Price". . . . . . . . . . . . . . . . . . . . . 9
"Responsible Officer". . . . . . . . . . . . . . . . . . . 9
"Securities Act" . . . . . . . . . . . . . . . . . . . . . 10
"Security" . . . . . . . . . . . . . . . . . . . . . . . . 10
"Security Register" and "Security Registrar" . . . . . . . 10
"Significant Subsidiary" . . . . . . . . . . . . . . . . . 10
"Special Record Date". . . . . . . . . . . . . . . . . . . 10
"Stated Maturity". . . . . . . . . . . . . . . . . . . . . 10
"Statistical Release". . . . . . . . . . . . . . . . . . . 10
"Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . 10
"Total Assets" . . . . . . . . . . . . . . . . . . . . . . 11
"Trust Indenture Act" or "TIA" . . . . . . . . . . . . . . 11
"Trustee". . . . . . . . . . . . . . . . . . . . . . . . . 11
"United States". . . . . . . . . . . . . . . . . . . . . . 11
"United States Person" . . . . . . . . . . . . . . . . . . 11
"Yield to Maturity". . . . . . . . . . . . . . . . . . . . 11
Section 102 Compliance Certificates and Opinions . . . . 11
Section 103 Form of Documents Delivered to Trustee . . . 12
Section 104 Acts of Holders . . . . . . . . . . . . . . . 12
Section 105 Notices, etc. to Trustee and Company . . . . 14
Section 106 Notice to Holders; Waiver . . . . . . . . . . 15
Section 107 Effect of Headings and Table of Contents. . . 16
Section 108 Successors and Assigns . . . . . . . . . . . 16
Section 109 Separability Clause . . . . . . . . . . . . . 16
Section 110 Benefits of Indenture . . . . . . . . . . . . 16
Section 111 No Personal Liability . . . . . . . . . . . . 16
Section 112 Governing Law . . . . . . . . . . . . . . . . 16

ii
<PAGE> 4

PAGE
----

Section 113 Legal Holidays . . . . . . . . . . . . . . . . . . 16

ARTICLE II SECURITIES FORMS . . . . . . . . . . . . . . . . . 17
Section 201 Forms of Securities . . . . . . . . . . . . . . . . 17
Section 202 Form of Trustee's Certificate of Authentication . . 17
Section 203 Securities Issuable in Global Form . . . . . . . . 18

ARTICLE III THE SECURITIES . . . . . . . . . . . . . . . . . . 19
Section 301 Amount Unlimited: Issuable in Series . . . . . . . 19
Section 302 Denominations . . . . . . . . . . . . . . . . . . . 22
Section 303 Execution, Authentication, Delivery and Dating . . 22
Section 304 Temporary Securities . . . . . . . . . . . . . . . 25
Section 305 Registration, Registration of Transfer and
Exchange . . . . . . . . . . . . . . . . . . . . . 27
Section 306 Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . . . . . 30
Section 307 Payment of Interest; Interest Rights Preserved . . 32
Section 308 Persons Deemed Owners . . . . . . . . . . . . . . . 34
Section 309 Cancellation . . . . . . . . . . . . . . . . . . . 34
Section 310 Computation of Interest . . . . . . . . . . . . . . 35

ARTICLE IV SATISFACTION AND DISCHARGE . . . . . . . . . . . . 35
Section 401 Satisfaction and Discharge of Indenture . . . . . . 35
Section 402 Application of Trust Funds . . . . . . . . . . . . 36

ARTICLE V REMEDIES . . . . . . . . . . . . . . . . . . . . . 37
Section 501 Events of Default . . . . . . . . . . . . . . . . . 37
Section 502 Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . . . . . . . . . . . 38
Section 503 Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . 40
Section 504 Trustee May File Proofs of Claim . . . . . . . . . 40
Section 505 Trustee May Enforce Claims Without Possession
of Securities or Coupons . . . . . . . . . . . . . 41
Section 506 Application of Money Collected . . . . . . . . . . 41
Section 507 Limitation on Suits . . . . . . . . . . . . . . . . 42
Section 508 Unconditional Right of Holders to Receive
Principal, Premium or Make-Whole Amount, if
any, Interest and Additional Amounts . . . . . . . 42
Section 509 Restoration of Rights and Remedies . . . . . . . . 43
Section 510 Rights and Remedies Cumulative . . . . . . . . . . 43
Section 511 Delay or Omission Not Waiver . . . . . . . . . . . 43
Section 512 Control by Holders of Securities . . . . . . . . . 43
Section 513 Waiver of Past Defaults . . . . . . . . . . . . . . 44
Section 514 Waiver of Usury, Stay or Extension Laws . . . . . . 44
Section 515 Undertaking for Costs . . . . . . . . . . . . . . . 44

iii
<PAGE> 5

PAGE
----

ARTICLE VI THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . 45
Section 601 Notice of Defaults . . . . . . . . . . . . . . . . . 45
Section 602 Certain Rights of Trustee . . . . . . . . . . . . . . 45
Section 603 Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . . . 46
Section 604 May Hold Securities . . . . . . . . . . . . . . . . . 47
Section 605 Money Held in Trust . . . . . . . . . . . . . . . . . 47
Section 606 Compensation and Reimbursement . . . . . . . . . . . 47
Section 607 Corporate Trustee Required; Eligibility; Conflicting
Interests . . . . . . . . . . . . . . . . . . . . . 48
Section 608 Resignation and Removal; Appointment of Successor . . 48
Section 609 Acceptance of Appointment by Successor . . . . . . . 49
Section 610 Merger, Conversion, Consolidation or Succession to
Business . . . . . . . . . . . . . . . . . . . . . . 50
Section 611 Appointment of Authenticating Agent . . . . . . . . . 51

ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY . . 52
Section 701 Disclosure of Names and Addresses of Holders . . . . 52
Section 702 Reports by Trustee . . . . . . . . . . . . . . . . . 53
Section 703 Reports by Company . . . . . . . . . . . . . . . . . 53
Section 704 The Company to Furnish Trustee Names and Addresses of
Holders. . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VIII CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE . . 54
Section 801 Consolidation and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain
Conditions . . . . . . . . . . . . . . . . . . . . . 54
Section 802 Rights and Duties of Successor Entity . . . . . . . . 54
Section 803 Officers' Certificate and Opinion of Counsel . . . . 55

ARTICLE IX SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . 55
Section 901 Supplemental Indentures Without Consent of Holders . 55
Section 902 Supplemental Indentures with Consent of Holders . . . 56
Section 903 Execution of Supplemental Indentures . . . . . . . . 57
Section 904 Effect or Supplemental Indentures . . . . . . . . . . 58
Section 905 Conformity with Trust Indenture Act . . . . . . . . . 58
Section 906 Reference in Securities to Supplemental Indentures . 58
Section 907 Notice of Supplemental Indentures . . . . . . . . . . 58

ARTICLE X COVENANTS . . . . . . . . . . . . . . . . . . . . . . 58
Section 1001 Payment of Principal, Premium or Make-Whole Amount,
if any, Interest and Additional Amounts. . . . . . . 58
Section 1002 Maintenance of Office or Agency . . . . . . . . . . . 59
Section 1003 Money for Securities Payments to Be Held in Trust . . 60
Section 1004 [Omitted] . . . . . . . . . . . . . . . . . . . . . . 62

iv
<PAGE> 6

PAGE
----
Section 1005 [Omitted] . . . . . . . . . . . . . . . . . . . . 62
Section 1006 Existence . . . . . . . . . . . . . . . . . . . . 62
Section 1007 Maintenance of Properties . . . . . . . . . . . . 62
Section 1008 Insurance . . . . . . . . . . . . . . . . . . . . 62
Section 1009 Payment of Taxes and Other Claims . . . . . . . . 62
Section 1010 Provision of Financial Information . . . . . . . 63
Section 1011 Statement as to Compliance . . . . . . . . . . . 63
Section 1012 Additional Amounts . . . . . . . . . . . . . . . 63
Section 1013 Waiver of Certain Covenants . . . . . . . . . . . 64

ARTICLE XI REDEMPTION OF SECURITIES . . . . . . . . . . . . 65
Section 1101 Applicability of Article . . . . . . . . . . . . 65
Section 1102 Election to Redeem; Notice to Trustee . . . . . . 65
Section 1103 Selection by Trustee of Securities to Be
Redeemed. . . . . . . . . . . . . . . . . . . . . 65
Section 1104 Notice of Redemption . . . . . . . . . . . . . . 65
Section 1105 Deposit of Redemption Price . . . . . . . . . . . 67
Section 1106 Securities Payable on Redemption Date . . . . . . 67
Section 1107 Securities Redeemed in Part . . . . . . . . . . . 68

ARTICLE XII [INTENTIONALLY OMITTED] . . . . . . . . . . . . . 68

ARTICLE XIII REPAYMENT AT THE OPTION OF HOLDERS . . . . . . . 68
Section 1301 Applicability of Article . . . . . . . . . . . . 68
Section 1302 Repayment of Securities . . . . . . . . . . . . . 68
Section 1303 Exercise of Option . . . . . . . . . . . . . . . 69
Section 1304 When Securities Presented for Repayment Become
Due and Payable . . . . . . . . . . . . . . . . . 70
Section 1305 Securities Repaid in Part . . . . . . . . . . . . 70

ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . 71
Section 1401 Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance . . . . 71
Section 1402 Defeasance and Discharge . . . . . . . . . . . . 71
Section 1403 Covenant Defeasance . . . . . . . . . . . . . . . 72
Section 1404 Conditions to Defeasance or Covenant Defeasance . 72
Section 1405 Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions . . 74

ARTICLE XV MEETINGS OF HOLDERS OF SECURITIES . . . . . . . . 75
Section 1501 Purposes for Which Meetings May Be Called . . . . 75
Section 1502 Call, Notice and Place of Meetings . . . . . . . 75
Section 1503 Persons Entitled to Vote at Meetings . . . . . . 76
Section 1504 Quorum; Action . . . . . . . . . . . . . . . . . 76

v
<PAGE> 7
PAGE
----
Section 1505 Determination of Voting Rights; Conduct and
Adjournment of Meetings . . . . . . . . . . . . . 77
Section 1506 Counting Votes and Recording Action of Meetings . 78
Section 1507 Evidence of Action Taken by Holders . . . . . . . 78
Section 1508 Proof of Execution of Instruments . . . . . . . . 78

vi
<PAGE> 8

FRONTIER CORPORATION, AS OBLIGOR

Reconciliation and tie between Trust Indenture Act of 1939 (the "1939
Act") and this Indenture, dated as of ________________, 1995.

Trust Indenture Act Section Indenture Section

Section 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 607
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 607
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . .607, 608
Section 312 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1011
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 315 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
Section 316 (a)(last sentence) . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . 513
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
Section 317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

__________________________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of this Indenture.

Attention should also be directed to Section 318(c) of the 1939 Act,
which provides that the provisions of Sections 310 to and including 317 of the
1939 Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

vii
<PAGE> 9

Indenture (this "Indenture"), dated as of _____________, 199__, by and
between FRONTIER CORPORATION, a New York business corporation (the "Company")
having its principal office at 180 South Clinton Avenue, Rochester, New York
14646-0700, and [BANK], a national bank organized under the laws of the United
States of America, as Trustee hereunder (the "Trustee"), having its Corporate
Trust Office (as defined below) at __________________________.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (the "Securities") evidencing its unsecured
indebtedness, and has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Securities,
unlimited as to aggregate principal amount, to bear interest at the rates or
formulas, to mature at such times and to have such other provisions as shall be
fixed therefor as hereinafter provided.

This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are deemed to be incorporated into this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

(2) all other terms used herein which are defined in the TIA, either
directly or by reference therein, have the meanings assigned to them therein,
and the terms "cash transaction" and "self-liquidating paper", as used in TIA
Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

1
<PAGE> 10

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and

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

Certain terms, used principally in Article III, Article V, Article VI and
Article X, are defined in those Articles. In addition, the following terms
shall have the indicated respective meanings:

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

"Additional Amounts" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes
imposed on certain Holders and which are owing to such Holders.

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

"Authenticating Agent" means any authenticating agent appointed by
the Trustee pursuant to Section 611.

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

"Bankruptcy Law" has the meaning specified in Section 501.

"Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer.

2
<PAGE> 11

"Board of Directors" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder, as the case may be.

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

"Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive
order to close.

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

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

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

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

"Consolidated Income Available for Debt Service" for any period means
Consolidated Net Income of the Company and its Subsidiaries adjusted (i) to
eliminate gains and losses on property dispositions, refinancings and other
capital transactions, (ii) to reflect payment of deferred changes on a cash
rather than accrual basis, and (iii) to add back all amounts which have been
deducted for (a) interest on Debt of the Company and its Subsidiaries, (b)
provision for taxes of the Company and its Subsidiaries based on income, (c)
amortization of debt discount, (d) depreciation and amortization, and (e) any
noncash charge resulting from a change in accounting principles in determining
Consolidated Net Income for such period.

3
<PAGE> 12

"Consolidated Net Income" for any period means the amount of
consolidated net income (or loss) of the Company and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.

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

"Corporate Trust Office" means the principal corporate trust office
of the Trustee at which, at any particular time, its corporate trust business
shall be administered, which office at the date hereof is located at
___________________, except that for purposes of Section 1002, such term shall
mean of the office or agency of the Trustee in the ________________, which
office at the date hereof is located at ______________.

"Corporation" includes corporations, associations, and companies.

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

"Custodian" has the meaning specified in Section 501.

"Debt" of the Company or any Subsidiary means any indebtedness of the
Company or any Subsidiary, whether or not contingent, in respect of (i)
borrowed money or evidenced by bonds, notes, debentures or similar instruments,
(ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or
any security interest existing on property owned by the Company or any
Subsidiary, (iii) letters of credit, (iv) amounts representing the balance
deferred and unpaid of the purchase price of any property except any such
balance that constitutes an accrued expense or trade payable or (v) any lease
of property by the Company or any Subsidiary as lessee which is reflected on
the Company's Consolidated Balance Sheet as a capitalized lease in accordance
with GAAP, in the case of items of indebtedness under (i) through (iv) above to
the extent that any such items (other than letters of credit) would appear as a
liability on the Company's consolidated balance sheet in accordance with GAAP,
and also includes, to the extent not otherwise included, any obligation by the
Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course of
business), indebtedness of another person (other than the Company or any
Subsidiary).

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

"DTC" means The Depository Trust Company for so long as it shall be a
clearing agency registered under the Exchange Act, or such successor as the
Company shall designate from time to time in an Officer's Certificate delivered
to the Trustee.

4
<PAGE> 13

"Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.

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

"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

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

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

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

"Exchange Act" means the Securities Exchange Act of 1934 and any
successor statute thereto, in each case as amended from time to time, and the
rules and regulations of the Commission thereunder.

"Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

"GAAP" means generally accepted accounting principles, as in effect
from time to time, as used in the United States applied on a consistent basis;
provided, that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

"Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable,
for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the foreign currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a

5
<PAGE> 14

depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.

"Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case
of a Bearer Security, the bearer thereof and, when used with respect to any
coupon, shall mean the bearer thereof.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of the particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is Trustee, regardless of when such terms or provisions were
adopted and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.

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

"Interest" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1012,
includes such Additional Amounts.

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

"Make-Whole Amount" means the amount, if any, in addition to
principal which is required by a Security, under the terms and conditions
specified therein or as otherwise specified as contemplated by Section 301 to
be paid by the Company to the Holder thereof in connection with any optional
redemption or accelerated payment of such Security.

6
<PAGE> 15

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

"Maximum Annual Service Charge" for any period means the amount
payable (including, if determined on a pro forma basis, the maximum amount
which may become payable) in any 12-month period for interest on Debt.

"Officers' Certificate" means a certificate complying with Section
102 signed by the Chairman of the Board of Directors, the President or a
Vice-President and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel complying
with Section 102, who may be counsel for the Company or who may be an employee
of or other counsel for the Company and who shall be reasonably satisfactory to
the Trustee.

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

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

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

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

(iii) Securities, except to the extent provided in Sections 1402
and 1403, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article XII; and

(iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to
it that such Securities are held

7
<PAGE> 16

by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined pursuant to Section 301 as of the
date such Security is originally issued by the Company, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar equivalent
as of such date of original issuance of the amount determined as provided in
clause (i) above) of such Security, (iii) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and
that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 301, and
(iv) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the
principal of (and Premium or Make-Whole Amount, if any) or interest on any
Securities or coupons on behalf of the Company.

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

"Place of Payment", when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
Premium or Make-Whole Amount, if any) and interest on such Securities are
payable as specified as contemplated by Sections 301 and 1002.

8
<PAGE> 17

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

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

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

"Registered Security" shall mean any Security which is registered in
the Security Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the
date specified for that purpose as contemplated by Section 301, whether or not
a Business Day.

"Reinvestment Rate" means 0.25% (one-fourth of one percent) plus the
yield under the heading "Week Ending" published in the most recent Statistical
Release under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date, of the principal being redeemed or paid. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the premium shall be
used.

"Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

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

9
<PAGE> 18

or not designated by a number or a word or words added before or after the
title "vice president"), the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject.

"Securities Act" means the Securities Act of 1933 and any successor
statute thereto, in each case as amended from time to time, and the rules and
regulations of the Commission thereunder.

"Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.

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

"Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act) of the Company.

"Special Record Date" for the payment of any Defaulted Interest on
the Registered Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

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

"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be
designated by the Company.

10
<PAGE> 19

power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

"Total Assets" as of any date means the assets of the Company and its
Subsidiaries on a consolidated basis determined in accordance with GAAP (but
excluding intangibles and accounts receivable).

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

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

"United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

"United States Person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, Company or other entity created
or organized in or under the laws of the United States or an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source.

"Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

Section 102 Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, 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.

11
<PAGE> 20

Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1011) shall include:

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

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

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

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

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

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

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

12
<PAGE> 21

similar tenor signed by such Holders in person or by agents duly appointed in
writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record
of Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article XIV, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments or so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

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

(d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities; if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no

13
<PAGE> 22

longer Outstanding. The ownership of Bearer Securities may also be proved in
any other manner which the Trustee deems sufficient.

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

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

Section 105 Notices, etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, give or
furnished to, or filed with,

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

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

14
<PAGE> 23

Section 106 Notice to Holders; Waiver. Where this Indenture provides
for notice of any event to Holders of Registered Securities by the Company or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice.

If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made satisthe approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in the City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

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

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

Where this Indenture provides for notice in any manner, such notice may be
saived in writing by the Person entitled to receive such notice, either before
or after the

15
<PAGE> 24

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

Section 107 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

Section 108 Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall be binding on their successors and assigns,
whether so expressed or not.

Section 109 Separability Clause. In case any provision in this
Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 110 Benefits of Indenture. Nothing in this Indenture, in the
Securities or coupons, express or implied, shall give to any Person, other than
the Parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their respective successors hereunder, and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

Section 111 No Personal Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security
or coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such, or against any past,
present or future shareowner, officer or trustee, as such, of the Company or of
any successor, either directly or througisthe Company or any successor, either
directly or througisthe Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly saived and released by the acceptance of the Securities by the
Holders thereof and as part of the consideration for the issue of the
Securities.

Section 112 Governing Law. This Indenture and the Securities and
coupons shall be governed by and construed in accordance satisthe law of the
State of New York. This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

16
<PAGE> 25

of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment satisthe same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity, provided that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.

ARTICLE II

SECURITIES FORMS

Section 201 Forms of Securities. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance satisthis Indenture, shall have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture or any indenture supplemental
hereto, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent satisthe provisions of this
Indenture, or as may be required to comply satisany law or satisany rule or
regulation made pursuant thereto or satisany rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

Section 202 Form of Trustee's Certificate of Authentication. Subject
to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

[BANK], as Trustee

By: ___________________________
Authorized Signatory

17
<PAGE> 26

Section 203 Securities Issuable in Global Form. If Securities of or
satiin a series are issuable in global form, as specified as contemplated by
Section 301, then, notsatistanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or 304. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If
a Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company satisrespect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but
need not comply satisSection 102 and need not be accompanied by an Opinion of
Counsel.

The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security sas never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together satiswritten instructions (which need not
comply satisSection 102 and need not be accompanied by an Opinion of Counsel)
sati regard to the reduction in the principal amount of Securities represented
thereby, together satisthe sritten statement contemplated by the last sentence
of Section 303.

Notsatistanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of any premium and
interest on any Security in permanent global form shall be made to the Person
or Persons specified therein.

Notsatistanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or CEDEL.

18
<PAGE> 27

ARTICLE III

THE SECURITIES

Section 301 Amount Unlimited: Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
tiis Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate complying sati
Section 102, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (1),
(2) and (15) below), if so provided, may be determined from time to time by the
Company satisrespect to unissued Securities of the series when issued from time
to time):

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

(2) any limit upon the aggregate principal amount of the Securities of
the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906, 1107 or 1305);

(3) the date or dates, or the method by which such date or dates sall be
determined, on which the principal of the Securities of the series shall be
payable;

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

(5) the place or places, if any, other than or in addition to the Borough
of Manhattan, the City of New York, where the principal of (and premium or
Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if
any, payable in respect of, Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for registration of
transfer, exchange or conversion and notices or demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served;

19
<PAGE> 28

(6) the period or periods satiin which, the price or prices (including
the premium or Make-Whole Amount, if any) at which, the currency or currencies,
currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company, if the Company is to have the
option;

(7) the obligation, if any, of the Company to redeem, repay or purchase
Securities of the series pursuant to any provision or at the option of a Holder
thereof, and the period or periods satiin which or the date of dates on which,
the price or prices at which, the currency or currencies; currency unit or
units or composite currency or currencies in which, and other terms and
conditions upon which Securities of the series shall be redeemed, repaid or
purchased (including satiout limitation whether, and the extent to which, the
premium shall be payable in connection theresati), 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 any Registered Securities of the series
shall be issuable and, if other than the denomination of $5,000, the
denomination or denominations in which any Bearer Securities of the series
shall be issuable;

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

(10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series that is convertible in accordance
watisthe provisions of this Indenture, or the method by which such portion
shall be determined;

(11) if other than Dollars, the Foreign Currency or Currencies in which
payment of the principal of (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, if any, on the Securities of the series shall
be payable or in which the Securities of the series shall be denominated;

(12) whether the amount of payments of principal of (and premium or
Make-Whole Amount, if any) or interest, if any, on the Securities of the series
may be determined sati reference to an index, formula or other method (which
index, formula or method may be based, satiout limitation, on one or more
currencies, currency units, composite currencies, commodities, equity indices
or other indices), and the manner in which such amounts shall be determined.

20
<PAGE> 29

exchange rate between the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are denominated or
stated to be payable and the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are to be so payable;

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

(15) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company sati respect to Securities of the series,
whether or not such Events of Default or covenants are consistent sati the
Events of Default or covenants set fortisherein;

(16) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities (watisor satiout coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities and
the terms upon which Bearer Securities of the series may be exchanged for
Registered Securities of the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form watisor satiout coupons and, if so,
whether beneficial owners of interests in any such permanent global Security
may exchange such interests for Securities of such series and of like tenor of
any autiorized form and denomination and the circumstances under shich any such
exchanges may occur, if other than in the manner provided in Section 305, and,
if Registered Securities of the series are to be issuable as a global Security,
the identity of the depositary for such series;

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

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

(19) the applicability, if any, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article XIV;

(20) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon

21
<PAGE> 30

receipt of certain certificates or other documents or satisfaction of other
conditions, then the form and/or terms of such certificates, documents or
conditions;

(21) if the Securities of the series are to be issued upon the exercise of
warrants, the time, manner and place for such Securities to be autienticated
and delivered;

(22) whether and under shat circumstances the Company sall pay Additional
Amounts as contemplated by Section 1012 on the Securities of the series to any
Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company sall have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

(23) any other terms of the series (which terms shall not be inconsistent
wati the provisions of this Indenture).

All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set fortisin such Officers' Certificate or in any such
indenture supplementalshereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, satiout the consent of the Holders, for issuances of additional
Securities of such series.

If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an
Assistant Secretary of the Company on behalf of the Company and delivered to
the Trustee at or prior to the delivery of the Officers' Certificate setting
forti the terms of the Securities of such series.

Section 302 Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. Wati respect to Securities of any series denominated in Dollars, in the
absence of any such provisions wati respect to the Securities of any series,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

Section 303 Execution, Autientication, Delivery and Dating. The
Securities and any coupons appertaining thereto shall be executed by (i) the
Company's Chairman of the Board, President, or one of its Executive Vice
Presidents, and (ii) its Chief Financial Officer. The signature of any of
these officers on the Securities and coupons may be manual or facsimile
signatures of the present or any future such autiorized officer and may be
imprinted or otherwise reproduced on the Securities.

22
<PAGE> 31

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together wati any
coupon appertaining thereto, executed by the Company to the Trustee for
autientication, together wati a Company Order for the autientication and
delivery of such Securities, and the Trustee in accordance wati the Company
order shall autienticate and deliver such Securities; provided, however, that,
in connection wati its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided furtier
that, unless otherwise specified wati respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection wati
its original issuance only if the Person entitled to receive such Bearer
security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set fortisin Exhibit A-1 to this Indenture or such otier
certificate as may be specified wati respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance wati the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection wati its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section
306, the Trustee shall not autienticate and deliver any Bearer security unless
all appurtenant coupons for interest then matured have been detached and
canceled.

If all the Securities of any series are not to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set fortisprocedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In
autienticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon.

(a) an Opinion of Counsel complying wati Section 102 and stating that

(i) the form or forms of such Securities and any coupons have
been established in conformity wati the provisions of this Indenture;

(ii) the terms of such Securities and any coupons have been
established in conformity wati the provisions of this Indenture; and

23
<PAGE> 32

(iii) such Securities, together wati any coupons
appertaining thereto, when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for autientication in
accordance wati this Indenture, autienticated and delivered by the Trustee
in accordance wati this Indenture and issued by the Company 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 wati their terms, subject to applicable
bankruptcy, insolvency, reorganization and otier similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights generally and to general equitable principles; and

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

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

Notwatistanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to delivery an Officers' Certificate otherwise
required pursuant to Section 301 or a Company Order, or an Opinion of Counsel
or an Officers' Certificate otherwise required pursuant to the preceding
paragraph at the time of issuance of each Security of such series, but such
order, opinion and certificates, wati appropriate modifications to cover such
future issuances, shall be delivered at or before the time of issuance of the
first Security of such series.

Each Registered Security shall be dated the date of its autientication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

No Security or coupon shall be entitled to my benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
or Security to which such coupon appertains a certificate of autientication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an autiorized signatory, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly autienticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwatistanding the foregoing, if any Security
shall have been autienticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together wati a written statement
(which need not comply wati Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of

24
<PAGE> 33

this Indenture such Security shall be deemed never to have been autienticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 304 Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order, the Trustee shall autienticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any autiorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
autiorized, in bearer form wati one or more coupons or watiout coupons, and
wati such appropriate insertions, omissions, substitutions and otier variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. In the case of Securities of
any series, such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance wati Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared watiout unreasonable delay. After the preparation of definitive
securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, watiout charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any nonmatured coupons appertaining thereto), the Company shall
execute and the Trustee shall autienticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of autiorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance wati the conditions set forti in
Section 303. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

(b) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form otier than througi the facilities of The Depository Trust Company.
If any such temporary Security is issued in global form, then such temporary
global Security shall, unless otherwise provided therein, be delivered to the
London office of a depositary or common depositary (the "Common Depositary"),
for the benefit of Euroclear and CEDEL for credit to the respective accounts of
the beneficial owners of such Securities (or to such otier accounts as they may
direct).

Watiout unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security,

25
<PAGE> 34

executed by the Company. On or after the Exchange Date, such temporary global
Security shall be surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities watiout charge, and the Trustee shall
autienticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of autiorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged. The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form set forti
in Exhibit A-2 to this Indenture or in such otier form as may be established
pursuant to Section 301; and provided furtier that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security
only in compliance wati the requirements of Section 303.

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

26
<PAGE> 35

to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear
and CEDEL to the Trustee of a certificate or certificates in the form set forti
in Exhibit A-2 to this Indenture (or in such otier forms as may be established
pursuant to Section 301), for credit watiout furtier interest on or after such
Interest Payment Date to the respective accounts of Persons who are the
beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or CEDEL, as the case may be, a
certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in the form set forti as Exhibit A-1 to
this Indenture (or in such otier forms as may be established pursuant to
Section 301). Notwatistanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security wati
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the
date of certification if such date occurs after the Exchange Date, watiout
furtier act or deed by such beneficial owners. Except as otherwise provided in
this paragraph, no payments of principal or interest owing wati respect to a
beneficial interest in a temporary global Security wall be made unless and
until such interest in such temporary global Security shall have been exchanged
for an interest in a definitive Security. Any interest so received by
Euroclear and CEDEL and not paid as herein provided shall be returned to the
Trustee prior to the expiration of two years after such Interest Payment Date
in order to be repaid to the Company.

Section 305 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for
each series of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfer of
Registered Securities. The Security Register shall be in written form or any
otier form capable of being converted into written form watiin a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times.

Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall autienticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any autiorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

27
<PAGE> 36

Subject to the provisions of this Section 305, at the option of the
Holder, Registered Securities of any series may be exchanged for otier
Registered Securities of the same series, of any autiorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Wienever any such Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall autienticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive. Unless otherwise specified
wati respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

If (but only if) permitted by the applicable Board Resolution and (subject
to Section 303) set forti in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any autiorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, wati all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwatistanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in a permitted exchange for
a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered watiout the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, wall not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
wall not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of the Registered Security issued in exchange
for such Bearer Security, but wall be payable only to the Holder of such coupon
wien due in accordance wati the provisions of this Indenture. Wienever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall autienticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

28
<PAGE> 37

Notwatistanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the depositary for any
permanent global Security is "DTC", then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in
part for definitive Securities, a global Security may be transferred, in whole
but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to
a successor to DTC for such global Security selected or approved by the Company
or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwalling or unable to continue as depositary for the
applicable global Security or Securities or if at any time DTC ceases to be a
clearing agency registered under the Exchange Act if so required by applicable
law or regulation, the Company shall appoint a successor depositary wati
respect to such global Security or Securities. If (x) a successor depositary
for such global Security or Securities is not appointed by the Company watiin
90 days after the Company receives such notice or becomes aware of such
unwallingness, inability or ineligibility, (y) an Event of Default has occurred
and is continuing and the beneficial owners representing a majority in
principal amount of the applicable series of Securities represented by such
global Security or Securities advise DTC to cease acting as depositary for such
global Security or Securities or (z) the Company, in its sole discretion,
determines at any time that all Outstanding Securities (but not less than all)
of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities, then the
Company shall execute, and the Trustee shall autienticate and deliver
definitive Securities of like series, rank, tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such global
Security or Securities. If any beneficial owner of an interest in a permanent
global Security is otherwise entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another autiorized
form and denomination, as specified as contemplated by Section 301 and provided
that any applicable notice provided in the permanent global Security shall have
been given, then watiout unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall autienticate and deliver definitive Securities
in aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security. On or after the earliest
date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depositary as
shall be specified in the Company Order wati respect thereto to the Trustee, as
the Company's agent for such purpose; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on

29
<PAGE> 38

the related proposed date for payment of Defaulted Interest, interest or
Defaulted Interest, as the case may be, wall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but wall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is
payable in accordance wati the provisions of tiis Indenture.

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
wati any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

Tie Company, or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may
be among those selected for redemption during a period beginning at the opening
of business 15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such Securities are
issuable only as Registered Securities, the day of tie mailing of the relevant
notice of redemption and (B) if such Securities are issuable as Bearer
Securities, the day of tie first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice of redemption,
or (ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except, in the case of any
Registered Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security
of tiat series and like tenor, provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not
to be so repaid.

Section 306 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security or a Security wati a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together wati, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of

30
<PAGE> 39

eatier of them harmless, the Company shall execute and the Trustee shall
autienticate and deliver in exchange therefor a new Security of the same series
and principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding, wati coupons corresponding to the
coupons, if any, appertaining to the surrendered Security.

If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of eatier of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall autienticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (wati all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, wati coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

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

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

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

31
<PAGE> 40

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

Section 307 Payment of Interest; Interest Rights Preserved. Except as
otherwise specified wati respect to a series of Securities in accordance wati
the provisions of Section 301, interest on any Registered Security that is
payable and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located inside the United States.

Unless otherwise provided as contemplated by Section 301 wati respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee wati a bank
located outside the United States.

Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be,
wati respect to that portion of such permanent global Security held for its
account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
watiout the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance wati the provisions of this
Indenture.

Except as otherwise specified wati respect to a series of Securities in
accordance wati the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwati cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been

32
<PAGE> 41

such Holder, and such Defaulted Interest may be paid by the Company at its
election in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not
be less than 20 days after such notice is received by the Trustee), and at the
same time the Company shall deposit wati the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first- class postage
prepaid, to each Holder of Registered Securities of such series at his address
as it appears in the Security Register not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published at least
once in an Autiorized Newspaper in each place of payment, but such publications
shall not be a condition precedent to the establishment of such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2). In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of
business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
watiout the coupon relating to such proposed date of payment and Defaulted
Interest will not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance wati the
provisions of this Indenture.

33
<PAGE> 42

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

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

Section 308 Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium or Make-Whole Amount, if any)
and (subject to Sections 305 and 307) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be
overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

Notwatistanding the foregoing, wati respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other autiorization furnished by any depositary, as a Holder, wati respect
to such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

Section 309 Cancellation. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange

34
<PAGE> 43

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

Section 310 Computation of Interest. Except as otherwise specified as
contemplated by Section 301 wati respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 401 Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect wati respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1012), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when,

(1) eatier

(a) all Securities of such series theretofore autienticated and
delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or
has been waived as provided in Section 305, (ii) Securities and coupons of such
series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106, and (iv) Securities and
coupons of such series for whose payment money has theretofore

35
<PAGE> 44

been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited wati the Trustee as trust funds in trust
for the purpose an amount in the currency or currencies, currency unit or units
or composite currency or currencies in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities and such coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium or Make-Whole Amount, if any) and
interest, and any Additional Amounts wati respect thereto, to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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

(3) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each complying wati Section 102 and stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture as to such series have been complied wati.

Notwatistanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Autienticating Agent under
Section 611 and, if money shall have been deposited wati and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

Section 402 Application of Trust Funds. Subject to the provisions of
the last paragraph of Section 1003, all money deposited wati the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
wati the provisions of the Securities, the coupons and this Indenture, to the
payment, eatier directly or througi any Paying

36
<PAGE> 45

Agent (including the Company acting as its own Paying-Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or
Make-Whole Amount, if any), and any interest and Additional Amounts for whose
payment such money has deposited wati or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.

ARTICLE V

REMEDIES

Section 501 Events of Default. "Event of Default," wherever used
herein wati respect to any particular series of Securities, means any one of
the following events (whatever the reason for such Event of Default and whether
or not it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

(2) default in the payment of the principal of (or premium or Make-Whole
Amount, if any, on) any Security of that series when it becomes due and payable
at its Maturity; or

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

37
<PAGE> 46

resulted in such indebtedness in an aggregate principal amount exceeding
$10,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, watiout such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
watiin a period of 10 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

(5) the Company or any Significant Subsidiary pursuant to or watiin the
meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an
involuntary case,

(d) makes a general assignment for the benefit of its creditors, or

(6) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

(a) is for relief against the Company or any Significant Subsidiary
in an involuntary case,

(b) appoints a Custodian of the Company or any Significant
Subsidiary,

and the order or decree remains unstayed and in effect for 90 days; or

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

As used in this Section 501, the term "Bankruptcy Law" means Title 11,
U.S. Code or any similar Federal or State law for the relief of debtors and the
term "Custodian" means any receiver, trustee, assignee, liquidator or other
similar official under any Bankruptcy Law.

Section 502 Acceleration of Maturity; Rescission and Annulment. If an
event of Default wati respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such

38
<PAGE> 47

portion of the principal as may be specified in the terms thereof) and premium
(if any) of all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company, (and to the Trustee if
given by the Holders), and upon any such declaration such principal and premium
(if any) or specified portion thereof shall become immediately due and payable.

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

(1) the Company has paid or deposited wati the Trustee a sum sufficient
to pay in the currency, currency unit or composite currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series):

(a) all overdue installments of interest on and any Additional
Amounts payable in respect of all Outstanding Securities of that
series and any related coupons,

(b) the principal of (and premium or Make-Whole Amount, if any, on)
any Outstanding Securities of that series which have become due
otherwise than by such declaration of acceleration and interest
thereon at the rate or rates borne by or provided for in such
Securities,

(c) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest and any Additional Amounts
at the rate or rates borne by or provided for in such
Securities, and

(d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel; and

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

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

39
<PAGE> 48

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

(1) default is made in the payment of any installment of interest or
Additional Amounts, if any, on any Security of any series and any related
coupon when such interest or Additional Amount becomes due and payable and such
default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium or
Make-Whole Amount, if any, on) any Security of any series at its Maturity, then
the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amount, wati
interest upon any overdue principal (and premium or Make-Whole Amount, if any)
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest or Additional Amounts, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

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

40
<PAGE> 49

(i) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of such series, of
principal (and premium or Make-Whole Amount, if any) and interest and
Additional Amounts, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

Section 505 Trustee May Enforce Claims Watiout Possession of Securities
or Coupons. All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee watiout the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

Section 506 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make-Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 606;

41
<PAGE> 50

SECOND: To the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest and any Additional Amounts payable, in respect of which or for the
benefit of which such money has been collected, ratably, watiout preference or
priority of any kind, according to the aggregate amounts due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if
any), interest and Additional Amounts, respectively; and

THIRD: To the payment of the remainder, if any, to the Company.

Section 507 Limitation on Suits. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, wati respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

(5) no direction inconsistent wati such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

Section 508 Unconditional Right of Holders to Receive Principal,
Premium or Make-Whole Amount, if any, Interest and Additional Amounts.
Notwatistanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium or Make-Whole Amount, if any)
and (subject to Sections 305 and 307) interest on, and any Additional Amounts
in respect of, such Security or payment of such coupon on the respective due
dates expressed in such Security or coupon (or, in the case of redemption,

42
<PAGE> 51

on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired watiout the consent of such
Holder.

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

Section 510 Rights and Remedies Cumulative. Except as otherwise
provided wati respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 511 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as tie
case may be.

Section 512 Control by Holders of Securities. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, metiod and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee wati respect to the Securities of such series,
provided that

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

(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent wati such direction, and

43
<PAGE> 52

(3) the Trustee need not take any action which might involve it in
personal liability or be unduly prejudical to the Holders of Securities of such
series not joining therein.

Section 513 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder wati respect to such series and its
consequences, except a default

(4) in the payment of the principal of (or premium, if any) or interest
on or Additional Amounts payable in respect of any Security of such series or
any related coupons, or

(5) in respect of a covenant or provision hereof which under Article IX
cannot be modified or amended watiout the consent of the Holder of each
Outstanding Security of such series affected.

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

Section 514 Waiver of Usury, Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as tiough no such law had been enacted.

Section 515 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of any 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 faati of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on any Security on or after the respective Stated

44
<PAGE> 53

Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

ARTICLE VI

THE TRUSTEE

Section 601 Notice of Defaults. Watiin 90 days after the occurrence of
any default hereunder wati respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium or Make-Whole Amount,
if any) or interest on or any Additional Amounts wati respect to any Security
of such series, or in the payment of any sinking fund installment wati respect
to the Securities of such series, the Trustee shall be protected in watiholding
such notice if and so long as Responsible Officers of the Trustee in good faati
determine that the watiholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided further that
in the case of any default or breach of the character specified in Section
501(3) wati respect to the Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default wati respect to the Securities of such series.

Section 602 Certain Rights of Trustee. Subject to the provisions of
TIA Section 315(a) through 315(d):

(1) 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, note,
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;

(2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

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

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

45
<PAGE> 54

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

(6) 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, coupon or other paper or documents, 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 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 books, records and premises of the Company personally or
by agent or attorney;

(7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder eatier 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 wati due care by it
hereunder; and

(8) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faati and reasonably believed by it to be authorized or
watiin the discretion or rights or powers conferred upon it by this Indenture.

The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of 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.

Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forti in this
Indenture, and no implied covenants or obligations shall be read into this
indenture against the Trustee.

Section 603 Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company and neatier the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neatier the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

46
<PAGE> 55

Section 604 May Hold Securities. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal wati the Company wati the same rights it would have if it were
not the Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

Section 605 Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed wati the Company.

Section 606 Compensation and Reimbursement. The Company agrees:

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

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

(3) to indemnify each of the Trustee and any predecessor of Trustee for,
and to hold it harmless against any loss, liability or expense incurred watiout
negligence or bad faati on its own part, arising out of or in connection wati
the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in
connection wati the exercise or performance of any of its powers or duties
hereunder.

When the Trustee incurs expenses or renders services in connection wati an
Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

The provisions of this Section shall survive the termination of this
Indenture.

47
<PAGE> 56

Section 607 Corporate Trustee Required; Eligibility; Conflicting
Interests. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(I) and shall have a
combined capital and surplus of at least $50,000.000. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of any Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forti in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance wati the provisions of this Section, it shall resign immediately
in the manner and wati the effect hereinafter specified in this Article.

Section 608 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and a appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance wati the applicable
requirements of Section 609.

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

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

(d) If at any time:

(i) the Trustee shall faal to comply wati the provisions of TIA
Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at
least six months, or

(ii) the Trustee shall cease to be eligible under Section 607
and shall faal to resign after written request therefor by the Company or
by any Holder of a Security who has been a bona fide Holder of a Security
for at least six months, or

(iii) the Trustee shall become incapable of acting or shall
be adjudged a bankruptcy or insolvent or a receiver of the Trustee of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affaars for the purpose of
rehabilitation, conservation of liquidation, then, in any such case, (i)
the Company by or pursuant to a Board Resolution may remove the Trustee
and appoint a successor Trustee wati respect to all Securities, or (ii)
subject to TIA Section 315(e), any Holder of a Security who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all

48
<PAGE> 57

others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee wati respect to all Securities and the
appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause wati
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees wati
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed wati respect to the Securities of one
or more or all of such series and that at any time there shall be only one
Trustee wati respect to the Securities of any particular series). If, watiin
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee wati respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, fortiwati upon its
acceptance or such appointment, become the successor Trustee wati respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee wati respect to the
Securities of any series shall have been so appointed by the Company or the
Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee wati respect to Securities of such
series.

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

Section 609 Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee wati respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and 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, watiout any further act,
deed or conveyance, shall become vested wati all the rights, powers, trusts 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 claim, if any, provided for in
Section 606.

49
<PAGE> 58

(b) In case of the appointment hereunder of a successor Trustee wati
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee wati respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article IX hereof, wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee wati respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring wati
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee wati respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of 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 notiing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each suci
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, watiout any further act, deed or
conveyance, shall become vested wati all the rights, powers, trusts and duties
of the retiring Trustee wati respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but on, request of
the Company, or any successor Trustee , such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder wati respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

Section 610 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
wati which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, watiout the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall
have been authenticated,

50
<PAGE> 59

but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities of coupons so authenticated wati the
same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in eatier its own name or
that of its predecessor Trustee, wati the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

Section 611 Appointment of Authenticating Agent. At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents wati respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or
repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forti in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance wati the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and wati the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or wati which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, watiout the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company.

51
<PAGE> 60

The Trustee for any series of Securities may at any time terminate the agency
of an Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance wati the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series wati
respect to which such Authenticating Agent will serve in the manner set forti
in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested wati all the rights, powers and
duties of its predecessor hereunder, wati like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

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

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

[BANK], as Trustee

By:
as Authenticating Agent

By:
Authorized Signatory

ARTICLE VII

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701 Disclosure of Names and Addresses of Holders. Every Holder
of Securities or coupons, by receiving and holding the same, agrees wati the
Company and the Trustee that neatier the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities

52
<PAGE> 61

in accordance wati TIA Section 312, 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 TIA Section
312(b).

Section 702 Reports by Trustee. Watiin 60 days after October 1 of each
year commencing wati the fist October 1 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Securities as provided in TIA Section 313(c) a brief report dated as of such
October 1 if required by TIA Section 313(a).

Section 703 Reports by Company. The Company will:

(1) file wati the Trustee, watiin 15 days after the Company is required
to file the same wati the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file wati the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or the Company is
not required to file information, documents or reports pursuant to eatier of
such Sections, then it will file wati the Trustee and the Commission, in
accordance wati rules and regulations prescribed form time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act 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;

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

(3) transmit by mail to the Holders of Securities, watiin 30 days after
the filing thereof wati the Trustee, in the manner and to the extent provided
in TIA Section 313(c), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to
time by the Commission.

Section 704 The Company to Furnisi Trustee Names and Addresses of
Holders. The Company will furnisi or cause to be furnisied to the Trustee:

(a) semi-annually, not later than 15 days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if
there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set froth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

53
<PAGE> 62

(b) at such otier times as the Trustee may request in writing,
watiin 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnisied; provided, however, that, so long as the Trustee is the
Security Registrar, no such list shall be required to be furnisied.

ARTICLE VIII

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 801 Consolidation and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions. The Company may
consolidate wati, or sell, lease or convey all or substantially all of its
assets to, or merge wati or into any other entity, provided that in any such
case, (1) eatier the Company shall be the continuing entity, or the successor
entity shall be an entity organized and existing under the laws of the United
States or a State thereof and such successor entity shall expressly assume the
due and punctual payment of the principal of (and premium or Make-Whole Amount,
if any) and any interest (including all Additional Amounts, if any, payable
pursuant to Section 1012) on all of the Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying wati Article IX hereof, satisfactory to the Trustee,
executed and delivered to the Trustee by such entity and (2) immediately after
giving effect to such transaction and treating any indebtedness which becomes
an obligation of the Company or any Subsidiary as a result thereof as having
been incurred by the Company or such Subsidiary at the time or such
transaction, no Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have occurred and be
continuing.

Section 802 Rights and Duties of Successor Entity. In case of any such
consolidation, merger, sale, lease or conveyance and upon any such assumption
by the successor entity, such successor entity shall succeed to and be
substituted for the Company, wati the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in
the event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities. Such successor entity thereupon may cause to be
signed, and may issue eatier in its own name or in the name of the Company, any
or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance wati the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

54
<PAGE> 63

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

Section 803 Officers' Certificate and Opinion of Counsel. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel, each complying wati Section 102 and stating that any
such consolidation, merger, sale, lease or conveyance, and the assumption by
any successor entity, complies wati the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied wati.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 901 Supplemental Indentures Watiout Consent of Holders.
Watiout the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

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

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

(3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such Events of Default are
to be for the benefit of less than all series of Securities, stating that such
Events of Default are expressly being included solely for the benefit of such
series); provided, however, that in respect of any such additional Events of
Default such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default or may limit the right of the Holders of a majority in aggregate
principal amount of that or those series of Securities to which such additional
Events of Default apply to waive such default; or

(4) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to change or
eliminate any

55
<PAGE> 64

restrictions on the payment of principal of or any premium or interest on
Bearer Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or facilitate
the issuance of Securities in uncertificated form, provided that any such
action shall not adversely affect the interests of the Holders of Securities of
any series or any related coupons in any material respect; or

(5) to change or eliminate any of the provisions or this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision; or

(6) to secure the Securities; or

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

(8) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee wati respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; or

(9) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent wati any other provision herein, or to
make any other provisions wati respect to matters or questions arising under
this Indenture which shall not be inconsistent wati the provisions of this
Indenture, provided such provisions shall not adversely affect the interests of
the Holders of Securities of any series or any related coupons in any material
respect; or

(10) to supplement any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the defeasance and discharge of
any series of Securities pursuant to Section 401, 1302 and 1303; provided that
any such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect.

Section 902 Supplemental Indentures wati Consent of Holders. Wati the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the right of the Holders of
Securities and any related coupons under this Indenture; provided, however,
that no such supplemental indenture shall, watiout the consent of the Holder of
each Outstanding Security affected thereby:

56
<PAGE> 65

(1) change the Stated Maturity of the principal of (or premium or
Make-Whole Amount, if any, on) or any installment of principal of or interest
on, and Security; or reduce the principal amount thereof or the rate or amount
of interest thereon or any Additional Amounts payable in respect thereof, or
any premium payable upon the redemption thereof, or change any obligation of
the Company to pay Additional Amounts pursuant to Section 1012 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the
amount of the principal of an Original Issue Discount Security or Make-Whole
Amount that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect any right of repayment
at the option of the Holder of any Security, or change any Place of Payment
where, or the currency or currencies, currency unit or units or composite
currency or currencies in which any Security or any premium or Make-Whole
Amount or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or the Repayment Date, as the case may
be), or

(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver wati respect to such series (or compliance wati certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or

(3) modify any of the provisions of this Section, Section 513 or Section
1013, except to increase the required percentage to effect such action or to
provide that certain other provisions of this Indenture cannot be modified or
waived watiout the consent of the Holder of each Outstanding Security affected
thereby.

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

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series wati respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

57
<PAGE> 66

authorized or permitted by this Indenture. The Trustee may but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904 Effect or Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewati, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

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

Section 906 Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

Section 907 Notice of Supplemental Indentures. Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106, setting forti in general terms the substance of such supplemental
indenture.

ARTICLE X

COVENANTS

Section 1001 Payment of Principal, Premium or Make-Whole Amount, if any,
Interest and Additional Amounts. The Company covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium or Make-Whole Amount, if any) and
interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance wati the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 wati respect to any series of Securities, any
interest due on and any Additional Amounts payable in respect of Bearer
Securities on or before Maturity, other than Additional Amounts, if any,
payable as provided in Section 1012 in respect of principal of (or premium or
Make-Whole Amount, if any, on) such a Security, shall be payable only upon
presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless
otherwise specified wati respect to Securities of any series pursuant to

58
<PAGE> 67

Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

Section 1002 Maintenance of Office or Agency. If Securities of a series
are issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain : (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served and where Bearer Securities of that series and related coupons
may be presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where
Securities or that series and related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts payable on Securities
of that series pursuant to Section 1012) or conversion; provided, however, that
if the Securities of that series are listed on the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchanges shall so require, the Company will maintain a Paying Agent for the
Securities of that series in Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of
that series are listed on such exchange; and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of each such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnisi the Trustee wati the address
thereof, such presentations, surrenders, notices and demand may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1012) or conversion at
the offices specified in the Security, in London, England, and the Company
hereby appoint the same as its agent to receive such respective presentations,
surrenders, notices and demands, and the Company hereby appoint the Trustee its
agent to receive all such presentations, surrenders, notices and demands.

59
<PAGE> 68

Unless otherwise specified wati respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency
of the Company in the United States or by check mailed to any address in the
United States or by transfer to an account maintained wati a bank located in
the United States; provided, however, that, if the Securities of a series are
payable in Dollars, payment of principal of and any premium and interest on any
Bearer Security (including any Additional Amounts payable on Securities of such
series pursuant to Section 1012) shall be made at the office of the Company's
Paying Agent in the Borough of Manhattan, The City of New York, if (but only
if) payment in Dollars of the full amount of such principal, premium, or Make-
Whole Amount, interest or Additional Accounts, as the case may be, at all
offices or agencies outside the United State maintained for the purpose by the
Company in accordance wati this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.

The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance wati the requirements set forti above for Securities of
any series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified wati
respect to any Securities pursuant to Section 301 wati respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified wati respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain wati respect to each such series of Securities, or as so
required, at least one exchange rate agent.

Section 1003 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent wati respect to any
series of any Securities and any related coupons, it wall, on or before each
due date of the principal of (and premium or Make- Whole Amount, if any), or
interest on or Additional Amounts in respect of, any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium or
Make-Whole Amount, if any) or interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or

60
<PAGE> 69

otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities and any related coupons, it wall, on or before each due date of
the principal of (and premium or Make-Whole Amount, if any), or interest on or
Additional Amounts in respect of, any Securities of that series, deposit wati a
Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest
or Additional Amounts and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its section or failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
wati the Trustee, subject to the provisions of this Section, that such Paying
Agent wall

(1) hold all sums held by it for the payment of principal of (and premium
or Make-Whole Amount, if any) or interest on Securities in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to suci
Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in making of any such payment of principal (and
premium or Make-Whole Amount, if any) or interest; and

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

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

Except as otherwise provided in the Securities of any series, any money
deposited wati the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium of Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security of
any series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any), interest or Additional Amounts has
become due and payable shall be paid to the Company upon Company Request or (if
then held by the Company) shall be discharged

61
<PAGE> 70

from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment of suci
principal of (and premium or Make-Whole Amount, if any) or interest on, or any
Additional Amounts in respect of, any Security, watiout interest thereon, and
all liability of the Trust or such Paying Agent wati respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of suci
money then remaining will be repaid to the Company.

Section 1004 [Omitted].

Section 1005 [Omitted].

Section 1006 Existence. Subject to Article VIII, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights and franchises; provided, however, that the
Company shall not be required to preserve any right or franchise if the Board
of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1007 Maintenance of Properties. The Company will cause all of
its properties used or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied wati all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewati may be promptly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company or any Subsidiary from selling or otherwise disposing for
value its properties in the ordinary course of its business.

Section 1008 Insurance. The Company will, and will cause each of its
Subsidiaries to, keep all of its insurable properties insured against loss or
damage at least equal to their then full insurable value wati financially sound
and reputable insurers.

Section 1009 Payment of Taxes and Otier Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or

62
<PAGE> 71

discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faati by appropriate
proceedings.

Section 1010 Provision of Financial Information. Whetier or not the
Company is subject to Section 13 or 15(d) of the Exchange Act, the Company
will, to the extent permitted under the Exchange Act, file wati the Commission
the annual reports, quarterly reports and other documents which the Company
would have been required to file wati the Commission pursuant to such Section
13 or 15(d) (the "Financial Statements") if the Company were so subject, suci
documents to be filed wati the Commission on or prior to the respective dates
(the "Required Filing Dates") by which the Company would have been required so
to file such documents if the Company were so subject.

The Company will also in any event (x) watiin 15 days of each Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, watiout cost to such Holders copies of the
annual reports and quarterly reports which the Company would have been required
to file wati the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, and (ii) file wati the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file wati the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections and (y) if filing such documents by the Company witi the Commission is
not permitted under the Exchange Act, promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of suci
documents to any prospective Holder.

Section 1011 Statement as to Compliance. The Company will deliver to
the Trustee, watiin 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or ier knowledge of the Company's
compliance wati all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof. For purposes of this Section 1011, suci compliance shall be
determined watiout regard to any period of grace or requirement of notice under
this Indenture.

Section 1012 Additional Amounts. If any Securities of a series provide
for the payment of Additional Amounts, the Company will pay to the Holder of
any Security of such series or any coupon appertaining thereto Additional
Amounts as may be specified as contemplated by Section 301. Whenever in this
Indenture there is mentioned, in any context except in the case of Section
502(1), the payment of the principal of or any premium or interest on, or in
respect of, any Security of any series or payment of any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of suci series established pursuant to Section
301 to the extent that, in suci context, Additional Amounts are, were or would
be payable in respect thereof pursuant to such terms and express mention of the

63
<PAGE> 72

payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at last
10 days prior to the first Interest Payment Date wati respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change wati respect to the matters
set forti in the below- mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, wati an Officers' Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series or any related coupons who are
not United States persons watiout watiholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the
series. If any such watiholding shall be required, then suci Officers'
Certificate shall specify by country the amount, if any, required to be
watiheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. If the
Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such watiholding or deduction is required wati
respect to any payment of principal or interest wati respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest wati
respect to the Securities of a series or related coupons watiout watiholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred watiout negligence or bad faati on
their part arising out of or in connection wati actions taken or omitted by any
them or in reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Company's not furnishing such an Officers'
Certificate.

Section 1013 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply witi any term, provision or condition set forti
in Sections 1004 to 1010, inclusive, if before or after the time for suci
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, eatier waive
such compliance in suci instance or generally waive compliance wati suci
covenant or condition, but no such waiver shall extend to or affect suci
covenant or condition except to the extent so expressly waived, and, until suci
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or conditional shall remain
in full force and effect.

64
<PAGE> 73

ARTICLE XI

REDEMPTION OF SECURITIES

Section 1101 Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
wati their terms and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance wati this Article.

Section 1102 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee wati an Officers' Certificate evidencing compliance wati suci
restriction.

Section 1103 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series issued on the same day wati the same
terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series issued on such date wati the
same terms not previously called for redemption, by such metiod as the Trustee
shall deem faar and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum autiorized denomination for
Securities of that series or any integral multiple tiereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
autiorized denomination for Securities of that series.

The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount tiereof to be redeemed.

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

Section 1104 Notice of Redemption. Notice of redemption shall be given
in the manner provided in Section 106, not less than 30 days nor more than 60
days prior to the Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301 to each Holder of
Securities to be redeemed, but faalure to give such notice in the manner ierein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such

65
<PAGE> 74

Holder, shall not affect the validity of the proceedings for the redemption of
any otier such Security or portion tiereof.

Any notice that is mailed to the Holders of Registered Securities in the
manner ierein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption date,

(2) the Redemption Price, accrued interest to the Redemption Date payable
as provided in Section 1106, if any, and Additional Amounts, if any,

(3) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed,

(4) in case any Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date,
upon surrender of such Security, the holder will receive, watiout a charge, a
new Security or Securities of autiorized denominations for the principal amount
thereof remaining unredeemed,

(5) that on the Redemption Date tie Redemption Price and accrued interest
to the Redemption Date payable as provided in Section 1106, if any, will become
due and payable upon each such Security, or the portion tiereof, to be redeemed
and, if applicable, that interest tiereon shall cease to accrue on and after
said date.

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

(7) that, unless otherwise specified in such notice, Bearer Securities of
any series, if any, surrendered for redemption must be accompanied by all
coupons maturing subsequent to the date fixed for redemption or the amount of
any such missing coupon or coupons will be deducted from the Redemption Price,
unless security or indemnity satisfactory to the Company and the Trustee for
such series and any Paying Agent is furnished.

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

66
<PAGE> 75

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

(10) if applicable, that a Holder of Securities who desires to convert
Securities for redemption must satisfy the requirements for conversion
contained in such Securities, the then existing conversion price or rate, and
the date and time when the option to convert shall expire.

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

Section 1105 Deposit of Redemption Price. At least one Business Day
prior to any Redemption Date tie Company shall deposit wati the Trustee or wati
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date tie Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof which are to be redeemed on that date.

Section 1106 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together wati accrued interest, if any, to the
Redemption Date), and from and after such date (unless tie Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender
of any such Security for redemption in accordance wati said notice, together
wati all coupons, if any, appertaining tiereto maturing after the Redemption
Date, such Security shall be paid by the Company at the Redemption Price,
together wati accrued interest, if any, to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of coupons for such interest;
and provided further that, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

67
<PAGE> 76

If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the
face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If tiereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium or Make-Whole Amount, if
any) shall, until paid, bear interest from the Redemption Date at the rate
borne by the Security.

Section 1107 Securities Redeemed in Part. Any Registered Security which
is to be redeemed only in part (pursuant to the provisions of this Article)
shall be surrendered at a Place of Payment tierefor (wati, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing) and tie Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security watiout service charge a new Security or Securities of the same
series, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

ARTICLE XII

[INTENTIONALLY OMITTED]

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301 Applicability of Article. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance wati the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
301) in accordance wati this Article.

Section 1302 Repayment of Securities. Securities of any series subject
to repayment in whole or in part at the option of the Holders thereof will,
unless otherwise

68
<PAGE> 77

provided in the terms of such Securities, be repaid at a price equal to the
principal amount thereof, together wati interest, if any, thereon accrued to
the Repayment Date specified in or pursuant to the terms of such Securities.
The Companies covenants that at least one Business Day prior to the Repayment
Date it will deposit witi the Trustee or wati a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof, as the cash may be, to be repaid on such date.

Section 1303 Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security
to be repaid at the option of the Holder, the Trustee must receive at the Place
of Payment tieretofore specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify the
Holders of such Securities) not earlier than 60 days nor later than 30 days
prior to the Repayment Date (1) the Security so providing for such repayment
together wati the "Option to Elect Repayment" form on the reverse thereof duly
completed by the Holder (or by the Holder's attorney duly authorized in
writing) or (2) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. ("NASD"), or a commercial bank or trust company in the
United States setting forti the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be
repaid, the CUSIP number, if any, or a description of the tenor and terms of
the Security, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security to be repaid, together wati the duly
completed form entitled "Option to Elect Repayment" on the reverse of the
Security, will be received by the Trustee not later than the fifti Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, however, that such telegram, telex, facsimile transmission or letter
shall only be effective if such Security and form duly completed are received
by the Trustee by such fifti Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance wati the terms of such
Security, the principal amount of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

69
<PAGE> 78

Section 1304 When Securities Presented for Repayment Become Due and
Payable. If Securities of any series provide repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portion thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and
on and after such Repayment Date (unless the Company shall default in the
payment of such Securities on such Repayment Date) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be repaid, except to the
extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance wati such provisions, together wati coupons, if any,
appertaining tiereto maturing after the Repayment Date, the principal amount of
such Security so to be repaid shall be paid by the Company, together wati
accrued interest, if any, on the Repayment Date; provided, however, that
coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified pursuant to
Section 301, only upon presentation and surrender of such coupons, and provided
furtier that, in the case of Registered Securities, installments of interest,
if any, whose Stated Maturity is on or prior to the Repayment Date shall be
payable (but watiout interest thereon, unless the Company shall default in the
payment thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business relevant Record Dates
according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and
the Trustee if there be furnished to it such security or indemnity as they may
require to save it and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made as provided
in the preceding sentence, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only presentation and surrender of those coupons.

If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together wati
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

Section 1305 Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee

70
<PAGE> 79

shall authenticate and deliver to the Holder of such Security, watiout service
charge and at the expense of the Company, a new Registered Security or
Securities of the same series, of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repaid.

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

Section 1401 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is
made for eatier or both of (a) defeasance of the Securities of or watiin a
series under Section 1402 or (b) covenant defeasance of the Securities of or
watiin a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together wati the other provisions of tiis
Article (wati such modifications tiereto as may be specified pursuant to
Section 301 wati respect to any Securities), shall be applicable to such
Securities and any coupons appertaining tiereto, and the Company may at its
option by Board Resolution, at any time, wati respect to such Securities and
any coupons appertaining tiereto, elect to have Section 1402 (if applicable) or
Section 1403 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining tiereto upon compliance wati the conditions set forth
below in this Article.

Section 1402 Defeasance and Discharge. Upon the Company's exercise of
the above option applicable to this Section wati respect to any Securities of
or watiin a series, the Company shall be deemed to have been discharged from
its obligations wati respect to such Outstanding Securities and any coupons
appertaining tiereto on the date the conditions set forth in Section 1404 are
satisfied (iereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining tiereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of tiis Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its
otier obligations under such Securities and any coupons appertaining tiereto
and this Indenture insofar as such Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging tie same), except for the following
which shall survive until otherwise terminated or discharged iereunder: (A) the
rights of Holders of such Outstanding Securities and any coupons appertaining
tiereto to receive, solely from the trust fund described in Section 1404 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium or Make-Whole Amount, if any) and interest, if any, on such
Securities and any coupons appertaining tiereto when such payments are due, (B)
the Company's obligations wati respect to such Securities under Sections 305,
1002 and 1003 and wati respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1012, (C) the rights, powers,
trusts, duties and immunities of the Trustee iereunder and (D) this Article.
Subject to compliance wati this Article XIV, the Company

71
<PAGE> 80

may exercise its option under this Section notwatistanding the prior exercise
of its option under Section 1403 wati respect to such Securities and any
coupons appertaining tiereto.

Section 1403 Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section wati respect to any Securities of or
watiin a series, the Company shall be released from its obligations under
Sections 1004 to 1010, inclusive and, if specified pursuant to Section 301, its
obligations under any other covenant, wati respect to such Outstanding
Securities and coupons appertaining tiereto on and after the date the
conditions set forth in Section 1404 are satisfied (iereinafter, "Covenant
defeasance"), and such Securities and any coupons appertaining tiereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection wati Sections 1004 to 1010, inclusive, or such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
iereunder. For this purpose, such covenant defeasance means that, wati respect
to such Outstanding Securities and any coupons appertaining tiereto, the
Company may omit to comply wati and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or such other
covenant, whetier directly or indirectly, by reason of any reference elsewhere
ierein to any such Section or such other covenant or by reason of reference in
any Section or such other covenant to any other provision ierein or in any
otier document and such omission to comply shall not constitute a default or an
Event of Default under Section 501(3) or 501(7) otherwise, as the case may be,
but, except as specified above, remainder of tiis Indenture and such Securities
and any coupons appertaining tiereto shall be unaffected thereby.

Section 1404 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of or watiin a series and any coupons
appertaining tiereto:

(a) The Company shall irrevocably have deposited or caused to be
deposited wati the Trustee (or anotier trustee satisfying tie requirements of
Section 607 who shall agree to comply wati the provisions of tiis Article XIV
applicable to it) as trust funds in trust for the purposes of making tie
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining tiereto are then specified as
payable at Stated Maturity, or (2) Government Obligations applicable to such
Securities and coupons appertaining tiereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining tiereto are then specified as payable at Stated Maturity) which
througi the scheduled payment of principal and interest in respect thereof in
accordance wati the terms wall provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Securities and any coupons appertaining tiereto,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, watiout consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in

72
<PAGE> 81

a written certification thereof delivered the Trustee, to pay and discharge,
and discharge, the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Outstanding Securities and any coupons, appertaining
thereto on the Stated Maturity of such principal or installment of principal or
interest or analogous payments applicable to such Outstanding Securities and
any coupons appertaining tiereto on the day on which such payments are due and
payable in accordance wati the terms of tiis Indenture and of such Securities
and any coupons appertaining tiereto.

(b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
otier material agreement or instrument to which tie Company is a party or by
which it is bound.

(c) No Event of Default or event which wati notice or lapse of time
or both would become an Event of Default wati respect to such Securities and
any coupons appertaining tiereto shall have occurred and be continuing on the
date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned,
at any time during tie period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

(d) In the case of an election under Section 1402, the Company shall
iave delivered to the Trustee an Opinion of Counsel complying wati Section 102
and stating tiat (i) tie Company has received from, or there has been published
by, tie Internal Revenue Service a ruling, or (ii) since the date of execution
of tiis Indenture, there has been a change in tie applicable Federal income tax
law, in eatier case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities and any coupons
appertaining tiereto wall not recognize income, gain or loss for Federal income
tax purposes as a result of such defeasance and wall be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred.

(e) In the case of an election under Section 1403, the Company shall
iave delivered to the Trustee an Opinion of Counsel complying wati Section 102
and stating tiat the Holders of such Outstanding Securities and any coupons
appertaining tiereto wall not recognize income, gain or loss for Federal income
tax purposes as a result of such covenant defeasance and wall be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.

(f) The Company shall have delivered to the Trustee an Officers'
Certificate complying wati Section 102 and stating tiat all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied wati and an Opinion of
Counsel complying wati Section 102 and stating tiat (A) all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied wati and (B) eatier (i) as
a result of a deposit pursuant to subsection (a) above and the related exercise
of tie Company's option under Section 1402 or Section 1403

73
<PAGE> 82

(as the case may be), registration is not required under tie Investment Company
Act of 1940, as amended, by tie Company wati respect to the trust funds
representing such deposit or by tie Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.

(g) Notwatistanding any otier provisions of tiis Section, such
defeasance or covenant defeasance shall be effected in compliance wati any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewati pursuant to Section 301.

Section 1405 Deposited Money and Government Obligations to Be Held in
Trust; Otier Miscellaneous Provisions. Subject to tie provisions of tie last
paragraph of Section 1003, all money and Government Obligations (or otier
property as may be provided pursuant to Section 301) (including tie proceeds
thereof) deposited wati the Trustee (or otier qualifying trustee, collectively
for purposes of tiis Section 1405, tie "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons
appertaining tiereto shall be held in trust and applied by tie Trustee, in
accordance wati tie provisions of such Securities and any coupons appertaining
thereto and this Indenture, to tie payment, eatier directly or througi any
Paying Agent as the Trustee may determine, to tie Holders of such Securities
and any coupons appertaining tiereto of all sums due and to become due thereon
in respect of principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from
otier funds except to the extent required by law.

Unless otierwise specified wati respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) tie Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit otier than that in
which the deposit pursuant to Section 1404(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been made,
tie indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and wall be, fully discharged and
satisfied througi tie payment of tie principal of (and premium or Make-Whole
amount, if any), and interest, if any, on such Security as the same becomes due
out of tie proceeds yielded by converting (from time to time as specified below
in the case of any such election) tie amount or otier property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, wati
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of tie Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or
otier charge imposed on or assessed against tie Government Obligations
deposited pursuant

74
<PAGE> 83

to Section 1404 or the principal and interest received in respect thereof otier
than any such tax, fee or otier charge which by law is for the account of tie
Holders of such Outstanding Securities and any coupons appertaining tiereto.

Anytiing in this case to the contrary notwatistanding; subject to Section
606, tie Trustee shall deliver or pay to tie Company from time to time upon tie
Company Request any money or Government Obligations (or otier property and any
proceeds thereon) held by it as provided in Section 1404 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to tie Trustee, are in excess of tie
amount thereof which would tien be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance wati tiis
Article.

ARTICLE XV

MEETINGS OF HOLDERS OF SECURITIES

Section 1501 Purposes for Which Meetings May Be Called. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to tiis Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or otier action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

Section 1502 Call, Notice and Place of Meetings. (a) The Trustee may
at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in
tie Borougi of Manhattan, The City of New York, or in London as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any
series, setting forti tie time and tie place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

(b) In case at any time tie Company pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of tie Outstanding
Securities of any series shall have requested the Trustee to call a meeting of
tie Holders of Securities of such series for any purpose specified in Section
1501, by written request setting forti in reasonable detail the action proposed
to be taken at the meeting, and tie Trustee shall not have made tie first
publication of tie notice of such meeting watiin 21 days after receipt of such
request or shall not hereafter proceed to cause the meeting to be held as
provided herein, tien tie Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine tie time and
tie place in the Borougi of Manhattan, tie City of New York, or in London for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of tiis Section.

75
<PAGE> 84

Section 1503 Persons Entitled to Vote at Meetings. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of tie Company and its counsel.

Section 1504 Quorum; Action. The Persons entitled to vote a majority in
principal amount of tie Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided,
however, tiat if any action is to be taken at such meeting wati respect to a
consent or waiver which this Indenture expressly provides may be given by tie
Holders of not less than a specified percentage in principal amount of tie
Outstanding Securities of a series, tie Persons entitled to vote such specified
percentage in principal amount of tie Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum watiin 30 minutes after
tie time appointed for any such meeting, the meeting shall, if convened at tie
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of tie meeting prior to tie adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be furtier adjourned for a period of not less than 10
days as determined by the chairman of tie meeting prior to tie adjournment of
such adjourned meeting. Notice of tie reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), except tiat such notice need be
given only once not less than five days prior to tie date on which the meeting
is scheduled to be reconvened. Notice of tie reconvening of any adjourned
meeting shall state expressly tie percentage, as provided above, of tie
principal amount of tie Outstanding Securities of such series which shall
constitute a quorum.

Except as limited by tie proviso to Section 902, any resolution Presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by tie affirmative vote of tie Holders of a
majority in principal amount of tie Outstanding Securities of tiat series;
provided, however, tiat, except as limited by tie proviso to Section 902, any
resolution wati respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specific percentage, which is
less than a majority, in principal amount tie Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by tie affirmative vote of tie
Holders of such specified percentage in principal amount of tie Outstanding
Securities of tiat series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance wati tiis Section shall be
binding on all the Holders

76
<PAGE> 85

of Securities of such series and the related coupons, whetier or not present or
represented at tie meeting.

Notwatistanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series wati
respect to any request, demand, authorization, direction, notice, consent,
waiver or other act tiat this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected tiereby, or of tie Holders of such series and
one or more additional series:

(i) tiere shall be no minimum quorum requirement for such
meeting; and

(ii) tie principal amount of tie Outstanding Securities of such
series tiat vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into
account in determining whetier such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or
taken under this Indenture.

Section 1505 Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwatistanding any provisions of this Indenture, tie Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of tie holding of
Securities of such series and of tie appointment of proxies and in regard to
tie appointment and duties of inspectors of votes, tie submission and
examination of proxies, certificates and otier evidence of the right to vote
and such other matters concerning the conduct of tie meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of tie Person executing tie
proxy watnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to tie holding of Bearer Securities. Such
regulations may provide tiat written instruments appointing proxies, regular on
tieir fact, may be presumed valid and genuine watiout tie proof specified in
Section 104 or other proof.

(b) Tie Trustee shall, by an instrument in writing appoint a
temporary chairman of tie meeting, unless the meeting shall have been called by
tie Company or by Holders of Securities provided in Section 1502(b), in which
case tie Company or the Holders of Securities of tie series calling tie
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of tie meeting shall be elected
by vote of tie Persons entitled to vote a majority in principal amount of tie
Outstanding Securities of such series represented at tie meeting.

(c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of tie
Outstanding

77
<PAGE> 86

Securities of such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of tie meeting to be
not Outstanding. Tie chairman of tie meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of tie
Outstanding Securities of such series represented at tie meeting, and the
meeting may be held as so adjourned watiout furtier notice.

Section 1506 Counting Votes and Recording Action of Meetings. Tie Vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed tie signatures
of the Holders of Securities of such series or of tieir representatives by
proxy and the principal amounts and serial numbers of tie Outstanding
Securities of such series held or represented by tiem. Tie permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes
cast at tie meeting for or against any resolution and who shall make and file
wati tie secretary of tie meeting tieir verified written reports in duplicate
of all votes cast at tie meeting. A record, at least in duplicate, of tie
proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of tie meeting and there shall be attached to said
record tie original reports of tie inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forti a copy of tie notice of tie meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of tie permanent
chairman and secretary of meeting and one such copy shall be delivered to tie
Company and anotier to tie Trustee to be preserved by the Trustee, the latter
to have attached thereto tie ballots voted at tie meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

Section 1507 Evidence of Action Taken by Holders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
tiis Indenture to be given or taken by a specified percentage in principal
amount of tie Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and
except as herein otierwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to tie Trustee,
proof of execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of tiis Indenture and (subject to Article
VI) conclusive in favor of tie Trustee and the Trust, if made in the manner
provided in tiis Article.

Section 1508 Proof of Execution of Instruments. Subject to Article VI,
tie execution of any instrument by a Holder or his agent or proxy may be proved
in

78
<PAGE> 87

accordance wati such reasonable rules and regulations as may be prescribed by
tie Trustee or in such manner as shall be satisfactory to tie Trustee.

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

IN WITNESS WHEREOF, the parties hereto have caused tiis Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of tie day and year first above written.

FRONTIER CORPORATION

By:__________________________________________
Title:

[BANK], as Trustee

By:__________________________________________
Title:
ATTEST

By:___________________________
Title:
STATE OF _____________ )
) ss:
COUNTY OF ____________ )

On the ____ day of ___________, 1995, before me personally came to me
known, _________________ who, being by me duly sworn, did depose and say that
he/sie resides in _________________________________, that he/sie is the
_______________ of Frontier Corporation, one of tie parties described in and
which executed tie foregoing instrument; and that he/sie signed iis/ier name
tiereto by authority of said corporation.

[Notary Seal]
_____________________________________________

Notary Public Commission
Expires:_____________________________________

79
<PAGE> 88

STATE OF ___________ )
) ss:
COUNTY OF __________ )

On the ____ day of ___________, 1995, before me personally came to me
known, _________________ who, being by me duly sworn, did depose and say that
he/sie resides in _________________________________, that he/sie is the
_______________ of [Bank], one of tie parties described in and which executed
tie foregoing instrument; and that he/sie signed iis/ier name tiereto by
authority of said corporation.

[Notary Seal]

_____________________________________________

Notary Public Commission
Expires:_____________________________________

80
<PAGE> 89

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

Tiis is to certify that, as of tie date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of tie United States, domestic
companies, domestic corporations or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in eatier case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise Frontier Corporation or its agent that such
financial institution will comply wati the requirements of Section
165(j)(3)(A), (B) or (C) of tie United States Internal Revenue Code of 1986, as
amended, and the regulations tiereunder), or (iii) are owned by United States
or foreign financial institution(s) for purpose of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if tie owner is a United States or
foreign financial institution described in clause (iii) above (whetier or not
also described in clause (i) or (ii)), tiis is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person watiin the
United States or its possessions.

As used ierein, "United States" means tie United States of America
(including the States and the District of Columbia); and "possessions" include
Puerto Rico, tie U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance wati your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of such notification it may be assumed that tiis
certification applies as of such date.

81
<PAGE> 90

Tiis certificate excepts and does not relate to [U.S. $] _________________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest
in a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.

We understand that tiis certificate may be required in connection wati
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection wati which tiis
certificate is or would be relevant, we irrevocably authorize you to produce
tiis certificate or a copy thereof to any interested party in such proceedings.

Dated:______________, 19__
[To be dated no earlier than the 15ti day prior to
(i) the Exchange Date or (ii) the relevant Interest
Payment Date occurring prior to the Exchange Date,
as applicable]

[Name of Person Making Certification]

_____________________________________________
(Authorized Signatory)
Name:
Title:

82
<PAGE> 91

EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

Tiis is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of tie persons appearing in our records as persons entitled to a portion
of tie principal amount set forti below (our "Member Organizations")
substantially in the form attached iereto, as of the date hereof, [U.S. $]
_________________ principal amount of tie above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of tie United States,
domestic companies, domestic corporations or any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United States person(s)
tiat are (a) foreign branches of United States financial institutions
(financial institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in eatier case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, tiat
we may advise Frontier Corporation, Inc. or its agent that such financial
institution wall comply wati the requirements of Section 165(j)(3)(A), (B) or
(C) of tie Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purpose of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
furtier effect, tiat financial institutions described in clause (iii) above
(whetier or not also described in clause (i) or (ii)) have certified that tiey
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person watiin the United States or its
possessions.

As used ierein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Nortiern Mariana Islands.

We furtier certify that (i) we are not making available herewati for
exchange (or, if relevant, collection of any interest) any portion of tie
temporary global Security representing the above captioned Securities excepted
in tie above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that tie statements made by such Member
Organizations wati respect to any portion of tie part submitted ierewati

83
<PAGE> 92

for exchange (or, if relevant, collection of any interest) are no longer true
and cannot be relied upon as of the date hereof.

We understand that tiis certification is required in connection wati
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection wati which tiis
certificate is or would be relevant, we irrevocably authorize you to produce
tiis certificate or a copy thereof to any interested party in such proceedings.

Dated:______________, 19__
[To be dated no earlier than tie Exchange Date
or the relevant Interest Payment Date occurring
prior to tie Exchange Date, as applicable]

[Morgan Guaranty Trust Company of New York,
Brussels Office,] as Operator of tie
Euroclear System [Cedel S.A.]

By:________________________________________

<PAGE> 1
EXHIBIT 4.2

FRONTIER CORPORATION, AS OBLIGOR

AND

[BANK]

AS TRUSTEE

________________________

INDENTURE

DATED AS OF ________________, 1995

__________________________________________________________

SUBORDINATED DEBT SECURITIES

__________________________________________________________

<PAGE> 2

TABLE OF CONTENTS

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

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . 1
Section 101 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
"Act". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Additional Amounts" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Affiliate". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Authenticating Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Authorized Newspaper" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Bearer Security". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"CEDEL". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company Request" and "Company Order". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Consolidated Income Available for Debt Service" . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Consolidated Net Income". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Conversion Event" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Corporate Trust Office" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Corporation". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Coupon" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Custodian". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Debt" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Defaulted Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"DTC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Dollar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"ECU". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Euroclear". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"European Communities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"European Monetary System" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Foreign Currency" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"GAAP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Government Obligations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Indenture". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Indexed Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Interest Payment Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

</TABLE>

i
<PAGE> 3

"Make-Whole Amount". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Maximum Annual Service Charge". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Officers' Certificate". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Original Issue Discount Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Outstanding". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Place of Payment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Predecessor Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Redemption Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Redemption Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Registered Security". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Regular Record Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Reinvestment Rate". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Repayment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Repayment Price". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Representative" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"Responsible Officer". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Securities Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Security Register" and "Security Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Senior Debt". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Significant Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Special Record Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Stated Maturity". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Statistical Release". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Total Assets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Trust Indenture Act" or "TIA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Trustee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"United States". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"United States Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Yield to Maturity". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 102 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . 12
Section 103 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . 13
Section 104 Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 105 Notices, etc. to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . 15
Section 106 Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 107 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . 16
Section 108 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 109 Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 110 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

</TABLE>

ii
<PAGE> 4

Section 111 No Personal Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 112 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 113 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE II SECURITIES FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 201 Forms of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 202 Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . 18
Section 203 Securities Issuable in Global Form . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE III THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 301 Amount Unlimited: Issuable in Series . . . . . . . . . . . . . . . . . . . . . . 19
Section 302 Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 303 Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . 23
Section 304 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 305 Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . 28
Section 306 Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . 31
Section 307 Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . 32
Section 308 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 309 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 310 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE IV SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 401 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . 36
Section 402 Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE V REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 501 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 502 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . 39
Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . 40
Section 504 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 505 Trustee May Enforce Claims Without Possession of Securities or Coupons . . . . . 42
Section 506 Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 507 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 508 Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
Amount, if any, Interest and Additional Amounts . . . . . . . . . . . . . . . . . 43
Section 509 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . 43
Section 510 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 511 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 512 Control by Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 513 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 514 Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . 45

</TABLE>

iii
<PAGE> 5

Section 515 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VI THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 601 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 602 Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 603 Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . 47
Section 604 May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 605 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 606 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 607 Corporate Trustee Required; Eligibility; Conflicting Interests . . . . . . . . . 48
Section 608 Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . 48
Section 609 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . 50
Section 610 Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . 51
Section 611 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . . . . . . . . . . 54
Section 701 Disclosure of Names and Addresses of Holders . . . . . . . . . . . . . . . . . . 54
Section 702 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 703 Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 704 The Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . 55

ARTICLE VIII CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE . . . . . . . . . . . . . . . . 55
Section 801 Consolidation and Mergers of Company and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions . . . . . . . . . . . . . . . . . . . . . 55
Section 802 Rights and Duties of Successor Entity . . . . . . . . . . . . . . . . . . . . . . 55
Section 803 Officers' Certificate and Opinion of Counsel . . . . . . . . . . . . . . . . . . 56

ARTICLE IX SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 901 Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . 56
Section 902 Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . 58
Section 903 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . 59
Section 904 Effect or Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 905 Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 59
Section 906 Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . 59
Section 907 Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE X COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 1001 Payment of Principal, Premium or Make-Whole Amount, if any, Interest and
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 1002 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . 60

</TABLE>

iv
<PAGE> 6

Section 1003 Money for Securities Payments to Be Held in Trust . . . . . . . . . . . . . . . . 62
Section 1004 [Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 1005 [Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 1006 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 1007 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 1008 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 1009 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 1010 Provision of Financial Information . . . . . . . . . . . . . . . . . . . . . . . 64
Section 1011 Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 1012 Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 1013 Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE XI REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 1101 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 1102 Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . 66
Section 1103 Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . 66
Section 1104 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 1105 Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 1106 Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . 68
Section 1107 Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE XII [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE XIII REPAYMENT AT THE OPTION OF HOLDERS . . . . . . . . . . . . . . . . . . . . . . . 70
Section 1301 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 1302 Repayment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 1303 Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 1304 When Securities Presented for Repayment Become Due and Payable . . . . . . . . . 71
Section 1305 Securities Repaid in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . 72
Section 1401 Applicability of Article; Company's Option to Effect Defeasance or
Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 1402 Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 1403 Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 1404 Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . 73
Section 1405 Deposited Money and Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE XV MEETINGS OF HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 1501 Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . 76
Section 1502 Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . 76
Section 1503 Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . 77

</TABLE>

v
<PAGE> 7

Section 1504 Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 1505 Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . 78
Section 1506 Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . 79
Section 1507 Evidence of Action Taken by Holders . . . . . . . . . . . . . . . . . . . . . . . 80
Section 1508 Proof of Execution of Instruments . . . . . . . . . . . . . . . . . . . . . . . . 80

ARTICLE XVI SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 1601 Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 1602 Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . . . . 80
Section 1603 Default on Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 1604 Acceleration of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 1605 When Distribution Must Be Paid Over . . . . . . . . . . . . . . . . . . . . . . . 81
Section 1606 Notice by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 1607 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 1608 Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 1609 Subordination May Not Be Impaired By Company . . . . . . . . . . . . . . . . . . 82
Section 1610 Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . 82
Section 1611 Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . 82

</TABLE>

vi
<PAGE> 8

FRONTIER CORPORATION, AS OBLIGOR

Reconciliation and tie between Trust Indenture Act of 1939 (the "1939
Act") and this Indenture, dated as of ________________, 1995.

<TABLE>
<CAPTION>
Trust Indenture Act Section Indenture Section
<S> <C>

Section 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 607
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 607
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 607, 608
Section 312 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1011
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 315 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
Section 316 (a)(last sentence). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
Section 317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
</TABLE>
- ---------------

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of this Indenture.

vii
<PAGE> 9

Indenture (this "Indenture"), dated as of _____________, 199__, by and between
FRONTIER CORPORATION, a New York business corporation (the "Company") having
its principal office at 180 South Clinton Avenue, Rochester, New York
14646-0700, and [BANK], a national bank organized under the laws of the United
States of America, as Trustee hereunder (the "Trustee"), having its Corporate
Trust Office (as defined below) at __________________________________________.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its lawful
purposes subordinated debt securities (the "Securities") evidencing its
unsecured subordinated indebtedness, and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of the
Securities, unlimited as to aggregate principal amount, to bear interest at the
rates or formulas, to mature at such times and to have such other provisions as
shall be fixed therefor as hereinafter provided.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

(3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; and

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

Certain terms, used principally in Article III, Article V, Article VI and
Article X, are defined in those Articles. In addition, the following terms
shall have the indicated respective meanings:

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

"Additional Amounts" means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and which are owing to such Holders.

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

"Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

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

"Bankruptcy Law" has the meaning specified in Section 501.

"Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer.

2
<PAGE> 11

"Board of Directors" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder, as the case may be.

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

"Business Day", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in that Place of Payment or particular
location are authorized or required by law, regulation or executive order to
close.

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

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

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

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

3
<PAGE> 12

"Consolidated Net Income" for any period means the amount of consolidated
net income (or loss) of the Company and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

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

"Corporate Trust Office" means the principal corporate trust office of the
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at
___________________, except that for purposes of Section 1002, such term shall
mean of the office or agency of the Trustee in the ________________, which
office at the date hereof is located at ______________.

"Corporation" includes corporations, associations, and companies.

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

"Custodian" has the meaning specified in Section 501.

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

4
<PAGE> 13

"Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

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

"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

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

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

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

"Exchange Act" means the Securities Exchange Act of 1934 and any successor
statute thereto, in each case as amended from time to time, and the rules and
regulations of the Commission thereunder.

"Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the ECU, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

"GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis;
provided, that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

"Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the foreign
currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America or such other government, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a

5
<PAGE> 14

"Holder" means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

"Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of the particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is Trustee, regardless of when such terms or provisions were
adopted and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.

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

"Interest" when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1012,
includes such Additional Amounts.

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

"Make-Whole Amount" means the amount, if any, in addition to principal which
is required by a Security, under the terms and conditions specified therein or
as otherwise specified as contemplated by Section 301 to be paid by the Company
to the Holder thereof in connection with any optional redemption or accelerated
payment of such Security.

6
<PAGE> 15

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

"Maximum Annual Service Charge" for any period means the amount payable
(including, if determined on a pro forma basis, the maximum amount which may
become payable) in any 12-month period for interest on Debt.

"Officers' Certificate" means a certificate complying with Section 102
signed by the Chairman of the Board of Directors, the President or a
Vice-President and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel complying with
Section 102, who may be counsel for the Company or who may be an employee of or
other counsel for the Company and who shall be reasonably satisfactory to the
Trustee.

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

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

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

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

(iii) Securities, except to the extent provided in Sections 1402 and 1403,
with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article XII; and

(iv) Securities which have been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held

7
<PAGE> 16

by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company;

"Paying Agent" means any Person authorized by the Company to pay the
principal of (and Premium or Make-Whole Amount, if any) or interest on any
Securities or coupons on behalf of the Company.

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

"Place of Payment", when used with respect to the Securities of or within
any series, means the place or places where the principal of (and Premium or
Make-Whole Amount, if any) and interest on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

8
<PAGE> 17

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

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

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

"Registered Security" shall mean any Security which is registered in the
Security Register.

"Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.

"Reinvestment Rate" means 0.25% (one-fourth of one percent) plus the yield
under the heading "Week Ending" published in the most recent Statistical
Release under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date, of the principal being redeemed or paid. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the premium shall be
used.

"Repayment Date" means, when used with respect to any Security to be repaid
at the option of the Holder, the date fixed for such repayment by or pursuant
to this Indenture.

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

"Representative" means the agent or any other representative designated in
writing to the Trustee of the holders of any class or issue of Senior Debt;
provided, however, that in the absence of a representative of the type
described above, any holder

9
<PAGE> 18

or holders of a majority of the principal amount outstanding of any class or
issue of Senior Debt may collectively act as Representative for such class or
issue.

"Responsible Officer", when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge and familiarity with the
particular subject.

"Securities Act" means the Securities Act of 1933 and any successor statute
thereto, in each case as amended from time to time, and the rules and
regulations of the Commission thereunder.

"Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there
is more than one Person acting as Trustee under this Indenture, "Securities"
with respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

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

"Senior Debt" means the principal of and interest on, or substantially
similar payments to be made by the Company in respect of, the following,
whether outstanding at the date of execution of this Indenture or thereafter
incurred, created or assumed: (a) indebtedness of the Company for money
borrowed or represented by purchase-money obligations, (b) indebtedness of the
Company evidenced by notes, debentures, or bonds, or other securities issued
under the provisions of an indenture, fiscal agency agreement or other
instrument, (c) obligations of the Company as lessee under leases of property
either made as part of any sale and lease-back transaction to which the Company
is a party or otherwise, (d) indebtedness of partnerships and joint ventures
which is included in the Company's consolidated financial statements, and (e)
indebtedness, obligations and liabilities of others in respect of which the
Company is liable contingently or otherwise to pay or advance money or property
or as guarantor, endorser or otherwise or which the Company has agreed to
purchase or otherwise acquire; but excluding, however, (1) any such
indebtedness, obligation or liability referred to in clauses (a) through (e)
above as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such
indebtedness, obligation or liability is not superior in right of payment to
the Securities, or ranks pari passu with the Securities, (2) any such
indebtedness, obligation or liability which is subordinated to indebtedness of
the Company to substantially the same extent as or to a greater extent than the

10
<PAGE> 19

Securities are subordinated and (3) the Securities. As used in the preceding
sentence, the term "purchase-money obligations" shall mean indebtedness or
obligations evidenced by a note, debenture, bond or other instrument (whether
or not secured by any lien or other security interest but excluding
indebtedness or obligations for which recourse is limited to the property
purchased) issued or assumed as all or a part of the consideration for the
acquisition of property, whether by purchase, merger, consolidation or
otherwise, but shall not include any trade accounts payable. A distribution
may consist of cash, securities or other property.

"Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act) of the Company.

"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

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

"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the Indenture, then such
other reasonably comparable index which shall be designated by the Company.

"Subsidiary" means a corporation or a partnership a majority of the
outstanding voting stock or partnership interests, as the case may be, of which
is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries of the Company. For the purposes of this definition, "voting
stock" means stock having voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

"Total Assets" as of any date means the assets of the Company and its
Subsidiaries on a consolidated basis determined in accordance with GAAP (but
excluding intangibles and accounts receivable).

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

11
<PAGE> 20

there is more than one such Person, "Trustee" as used with respect to the
Securities of any series shall mean only the Trustee with respect to Securities
of that series.

"United States Person" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, an individual who is a citizen or resident
of the United States, a corporation, Company or other entity created or
organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.

"Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

Section 102 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, 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 (including certificates delivered
pursuant to Section 1011) shall include:

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

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

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

12
<PAGE> 21

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

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

Section 104 Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing. If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article XIV, or a combination of such
instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee and the

13
<PAGE> 22

Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

(d) The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities; if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by some other Person, or
(3) such Bearer Security is surrendered in exchange for a Registered Security,
or (4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

(e) If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act the Company may, at its option, in or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction,

14
<PAGE> 23

notice, consent, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than eleven months after the record date.

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

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

Section 106 Notice to Holders; Waiver. Where this Indenture provides for
notice of any event to Holders of Registered Securities by the Company or the
Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first- class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice.

If by reason of the suspension of or irregularities in regular mail service
or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification to Holders of Registered Securities as shall be
made with the approval of the

15
<PAGE> 24

Trustee shall constitute a sufficient notification to such Holders for every
purpose hereunder.

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

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

Section 107 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

Section 108 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall be binding on their successors and assigns,
whether so expressed or not.

Section 109 Separability Clause. In case any provision in this Indenture or
in any Security or coupon shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

16
<PAGE> 25

Section 111 No Personal Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security
or coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such, or against any past,
present or future shareowner, officer or trustee, as such, of the Company or of
any successor, either directly or through the Company or any successor, either
directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the
Holders thereof and as part of the consideration for the issue of the
Securities.

Section 112 Governing Law. This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the law of the State of
New York. This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

Section 113 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund paying date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Security or
coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
Interest or any Additional Amounts or principal (and Premium or Make-Whole
amount, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
Repayment Date or sinking fund payment date, or at the Stated Maturity or
Maturity, provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be.

ARTICLE II

SECURITIES FORMS

17
<PAGE> 26

other variations as are required or permitted by this Indenture or any
indenture supplemental hereto, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements placed
thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.

Unless otherwise specified as contemplated by Section 301, Bearer Securities
shall have interest coupons attached.

Section 202 Form of Trustee's Certificate of Authentication. Subject to
Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

[BANK], as Trustee

By: ___________________________
Authorized Signatory

Section 203 Securities Issuable in Global Form. If Securities of or within
a series are issuable in global form, as specified as contemplated by Section
301, then, notwithstanding clause (8) of Section 301 and the provisions of
Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or 304. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If
a Company Order pursuant to Section 303 or 304 has

18
<PAGE> 27

been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

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

Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear or CEDEL.

ARTICLE III

THE SECURITIES

Section 301 Amount Unlimited: Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate complying with
Section 102, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (1),
(2) and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

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

19
<PAGE> 28

(2) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
304, 305, 306, 906, 1107 or 1305);

(3) the date or dates, or the method by which such date or dates will be
determined, on which the principal of the Securities of the series shall be
payable;

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

(5) the place or places, if any, other than or in addition to the Borough of
Manhattan, the City of New York, where the principal of (and premium or
Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if
any, payable in respect of, Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for registration of
transfer, exchange or conversion and notices or demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served;

(6) the period or periods within which, the price or prices (including the
premium or Make-Whole Amount, if any) at which, the currency or currencies,
currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company, if the Company is to have the
option;

(7) the obligation, if any, of the Company to redeem, repay or purchase
Securities of the series pursuant to any provision or at the option of a Holder
thereof, and the period or periods within which or the date of dates on which,
the price or prices at which, the currency or currencies; currency unit or
units or composite currency or currencies in which, and other terms and
conditions upon which Securities of the series shall be redeemed, repaid or
purchased (including without limitation whether, and the extent to which, the
premium shall be payable in connection therewith), 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 any Registered Securities of the series shall be
issuable and, if other than the denomination of $5,000, the denomination or
denominations in which any Bearer Securities of the series shall be issuable;

20
<PAGE> 29

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

(10) if other than the principal amount thereof, the portion of the principal
amount of Securities of the series that is convertible in accordance with the
provisions of this Indenture, or the method by which such portion shall be
determined;

(12) whether the amount of payments of principal of (and premium or
Make-Whole Amount, if any) or interest, if any, on the Securities of the series
may be determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on one or more
currencies, currency units, composite currencies, commodities, equity indices
or other indices), and the manner in which such amounts shall be determined.

(13) whether the principal of (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, if any, on the Securities of the series are to
be payable, at the election of the Company, or a Holder thereof, in a currency
or currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the exchange
rate agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;

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

(15) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to Securities of the series,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

(16) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities and
the terms upon which Bearer Securities of the series may be exchanged for
Registered Securities of the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form with or without coupons and, if so,
whether

21
<PAGE> 30

beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305, and,
if Registered Securities of the series are to be issuable as a global Security,
the identity of the depositary for such series;

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

(19) the applicability, if any, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article XIV;

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

(21) if the Securities of the series are to be issued upon the exercise of
warrants, the time, manner and place for such Securities to be authenticated
and delivered;

(22) whether and under what circumstances the Company will pay Additional
Amounts as contemplated by Section 1012 on the Securities of the series to any
Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

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

22
<PAGE> 31

need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

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

Section 302 Denominations. The Securities of each series shall be issuable
in such denominations as shall be specified as contemplated by Section 301.
With respect to Securities of any series denominated in Dollars, in the absence
of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued
in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

Section 303 Execution, Authentication, Delivery and Dating. The Securities
and any coupons appertaining thereto shall be executed by (i) the Company's
Chairman of the Board, President, or one of its Executive Vice Presidents, and
(ii) its Chief Financial Officer. The signature of any of these officers on
the Securities and coupons may be manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any

23
<PAGE> 32

temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section
306, the Trustee shall not authenticate and deliver any Bearer security unless
all appurtenant coupons for interest then matured have been detached and
canceled.

If all the Securities of any series are not to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon.

(a) an Opinion of Counsel complying with Section 102 and stating that

(i) the form or forms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture;

(ii) the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and

(iii) such Securities, together with any coupons appertaining thereto,
when completed by appropriate insertions and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
and issued by the Company 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 applicable bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting the
enforcement of creditors' rights generally and to general equitable
principles; and

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

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities

24
<PAGE> 33

and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph,
if all the Securities of any series are not to be issued at one time, it shall
not be necessary to delivery an Officers' Certificate otherwise required
pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future
issuances, shall be delivered at or before the time of issuance of the first
Security of such series.

Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

No Security or coupon shall be entitled to my benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security or
Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized signatory, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

Section 304 Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order, the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. In the case of Securities of
any series, such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
securities of such series, the temporary Securities of such

25
<PAGE> 34

series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any nonmatured coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities
of the same series of authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

(b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Securities issued in
global form other than through the facilities of The Depository Trust Company.
If any such temporary Security is issued in global form, then such temporary
global Security shall, unless otherwise provided therein, be delivered to the
London office of a depositary or common depositary (the "Common Depositary"),
for the benefit of Euroclear and CEDEL for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct).

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

26
<PAGE> 35

pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security
only in compliance with the requirements of Section 303.

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

Until exchanged in full as hereinabove provided, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to
the applicable Exchange Date shall be payable to Euroclear and CEDEL on such
Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment
Date to the respective accounts of Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304(b) and of the third paragraph
of Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor on the Exchange Date or the date of certification if
such date occurs after the Exchange Date, without further act or deed by such
beneficial owners. Except as otherwise provided in this paragraph, no payments
of principal or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global

27
<PAGE> 36

Security shall have been exchanged for an interest in a definitive Security.
Any interest so received by Euroclear and CEDEL and not paid as herein provided
shall be returned to the Trustee prior to the expiration of two years after
such Interest Payment Date in order to be repaid to the Company.

Section 305 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for
each series of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfer of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times.

Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

Subject to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect to
any series of Securities as contemplated by Section 301, Bearer Securities may
not be issued in exchange for Registered Securities.

If (but only if) permitted by the applicable Board Resolution and (subject to
Section 303) set forth in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the

28
<PAGE> 37

Holder of a Bearer Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, any such permitted exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in a permitted exchange for
a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
will not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as contemplated
by Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph. If the depositary for any permanent global
Security is "DTC", then, unless the terms of such global Security expressly
permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part,
only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to
DTC for such global Security selected or approved by the Company or to a
nominee of such successor to DTC. If at any time DTC notifies the Company that
it is unwilling or unable to continue as depositary for the applicable global
Security or Securities or if at any time DTC ceases to be a clearing agency
registered under the Exchange Act if so required by applicable law or
regulation, the Company shall appoint a successor depositary with respect to
such global Security or Securities. If (x) a successor depositary for such
global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal
amount of the applicable series of Securities represented by such global
Security or Securities advise

29
<PAGE> 38

DTC to cease acting as depositary for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all
Outstanding Securities (but not less than all) of any series issued or issuable
in the form of one or more global Securities shall no longer be represented by
such global Security or Securities, then the Company shall execute, and the
Trustee shall authenticate and deliver definitive Securities of like series,
rank, tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such global Security or Securities. If any
beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable
notice provided in the permanent global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall execute, and the
Trustee shall authenticate and deliver definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered for exchange by DTC or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those
selected for redemption; and provided further that no Bearer Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such permanent global Security is payable in accordance with
the provisions of this Indenture.

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

30
<PAGE> 39

No service charge shall be made for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

The Company, or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may
be among those selected for redemption during a period beginning at the opening
of business 15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such Securities are
issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (B) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice of redemption,
or (ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except, in the case of any
Registered Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security
of that series and like tenor, provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not
to be so repaid.

Section 306 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

If there shall be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security or coupon has been acquired by
a bona fide purchaser, the Company shall execute and upon its request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost

31
<PAGE> 40

or stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.

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

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

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

Section 307 Payment of Interest; Interest Rights Preserved. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located inside the United States.

32
<PAGE> 41

Unless otherwise provided as contemplated by Section 301 with respect to the
Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be,
with respect to that portion of such permanent global Security held for its
account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

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

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

33
<PAGE> 42

Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such
series at his address as it appears in the Security Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the expense of the Company, cause a similar notice to be
published at least once in an Authorized Newspaper in each place of payment,
but such publications shall not be a condition precedent to the establishment
of such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2). In case a
Bearer Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

Section 308 Persons Deemed Owners. Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium or Make-Whole Amount, if any)
and (subject to Sections 305 and 307) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be
overdue, and none of the Company, the

34
<PAGE> 43

Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall pass
by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

Notwithstanding the foregoing, with respect to any global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.

Section 309 Cancellation. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons surrendered directly to the Trustee for any
such purpose shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by the Company Order, the Company directs
their return to it.

Section 310 Computation of Interest. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the

35
<PAGE> 44

Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 401 Satisfaction and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect with respect to any series
of Securities specified in such Company Request (except as to any surviving
rights of registration of transfer or exchange of Securities of such series
herein expressly provided for and any right to receive Additional Amounts, as
provided in Section 1012), and the Trustee, upon receipt of a Company Order,
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series
when,

(1) either

(a) all Securities of such series theretofore authenticated and delivered
and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or
has been waived as provided in Section 305, (ii) Securities and coupons of such
series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106, and (iv) Securities and
coupons of such series for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose an amount in the

36
<PAGE> 45

currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable, sufficient to
pay and discharge the entire indebtedness on such Securities and such coupons
not theretofore delivered to the Trustee for cancellation, for principal (and
premium or Make-Whole Amount, if any) and interest, and any Additional Amounts
with respect thereto, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;

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

(3) the Company has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each complying with Section 102 and stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

Section 402 Application of Trust Funds. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant
to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying-Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium or Make-Whole Amount, if any), and any
interest and Additional Amounts for whose payment such money has deposited with
or received by the Trustee, but such money need not be segregated from other
funds except to the extent required by law.

ARTICLE V

REMEDIES

Section 501 Events of Default. "Event of Default," wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(1) default in the payment of any interest upon or any Additional Amounts
payable in respect of any Security of that series or of any coupon appertaining
thereto,

37
<PAGE> 46

when such interest, Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or premium or Make-Whole
Amount, if any, on) any Security of that series when it becomes due and payable
at its Maturity; or

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

(4) a default under any bond, debenture, note or other evidence of
indebtedness of the Company, or under any mortgage, indenture or other
instrument of the Company (including a default with respect to Securities of
any series other than that series) under which there may be issued or by which
there may be secured any indebtedness of the Company (or by any Subsidiary, the
repayment of which the Company has guaranteed or for which the Company is
directly responsible or liable as obligor or guarantor on a full recourse
basis) whether such indebtedness now exists or shall hereafter be created,
which default shall constitute a failure to pay an aggregate principal amount
exceeding $10,000,000 of such indebtedness when due and payable after the
expiration of any applicable grace period with respect thereto and shall have
resulted in such indebtedness in an aggregate principal amount exceeding
$10,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 10 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

(5) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an
involuntary case,

38
<PAGE> 47

(d) makes a general assignment for the benefit of its creditors, or

(6) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

(a) is for relief against the Company or any Significant Subsidiary in an
involuntary case,

(b) appoints a Custodian of the Company or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 90 days; or

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

As used in this Section 501, the term "Bankruptcy Law" means Title 11, U.S.
Code or any similar Federal or State law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

Section 502 Acceleration of Maturity; Rescission and Annulment. If an event
of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal (or, if any Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof) and premium (if any) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company, (and to the Trustee if given by the Holders), and upon
any such declaration such principal and premium (if any) or specified portion
thereof shall become immediately due and payable.

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

(1) the Company has paid or deposited with the Trustee a sum sufficient to
pay in the currency, currency unit or composite currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series):

39
<PAGE> 48

(a) all overdue installments of interest on and any Additional Amounts
payable in respect of all Outstanding Securities of that series and
any related coupons,

(b) the principal of (and premium or Make-Whole Amount, if any, on) any
Outstanding Securities of that series which have become due otherwise
than by such declaration of acceleration and interest thereon at the
rate or rates borne by or provided for in such Securities,

(c) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest and any Additional Amounts at the
rate or rates borne by or provided for in such Securities, and

(d) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel; and

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

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

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

(2) default is made in the payment of the principal of (or premium or
Make-Whole Amount, if any, on) any Security of any series at its Maturity, then
the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amount, with
interest upon any overdue principal (and premium or Make-Whole Amount, if any)
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest or Additional Amounts, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

40
<PAGE> 49

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

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

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

(i) to file and prove a claim for the whole amount, or such lesser amount
as may be provided for in the Securities of such series, of principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amounts, if
any, owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding, and

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

41
<PAGE> 50

Section 505 Trustee May Enforce Claims Without Possession of Securities or
Coupons. All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

Section 506 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make- Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 606;

SECOND: To the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest and any Additional Amounts payable, in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if
any), interest and Additional Amounts, respectively; and

THIRD: To the payment of the remainder, if any, to the Company.

Section 507 Limitation on Suits. No Holder of any Security of any series or
any related coupon shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

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

42
<PAGE> 51

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

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

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

(5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

Section 508 Unconditional Right of Holders to Receive Principal, Premium or
Make-Whole Amount, if any, Interest and Additional Amounts. Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed
in such Security or coupon (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 510 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy shall, to

43
<PAGE> 52

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

Section 512 Control by Holders of Securities. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
provided that

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

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

(3) the Trustee need not take any action which might involve it in personal
liability or be unduly prejudical to the Holders of Securities of such series
not joining therein.

Section 513 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

(4) in the payment of the principal of (or premium, if any) or interest on
or Additional Amounts payable in respect of any Security of such series or any
related coupons, or

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

44
<PAGE> 53

Section 514 Waiver of Usury, Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

Section 515 Undertaking for Costs. All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

ARTICLE VI

THE TRUSTEE

Section 601 Notice of Defaults. Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium or Make-Whole Amount,
if any) or interest on or any Additional Amounts with respect to any Security
of such series, or in the payment of any sinking fund installment with respect
to the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided further that
in the case of any default or breach of the character specified in Section
501(3) with respect to the Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Securities of such series.

45
<PAGE> 54

Section 602 Certain Rights of Trustee. Subject to the provisions of TIA
Section 315(a) through 315(d):

(1) 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, note,
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;

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

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

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

(6) 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, coupon or other paper or documents, 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 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 books, records and premises of the Company personally or
by agent or attorney;

(7) 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

46
<PAGE> 55

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

Except during the continuance of an Event of Default, the Trustee undertakes
to perform 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.

Section 603 Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

Section 604 May Hold Securities. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal
with the Company with the same rights it would have if it were not the Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.

Section 606 Compensation and Reimbursement. The Company agrees:

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

47
<PAGE> 56

provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

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

When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

The provisions of this Section shall survive the termination of this
Indenture.

Section 607 Corporate Trustee Required; Eligibility; Conflicting Interests.
There shall at all times be a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 310(a)(I) and shall have a combined capital and
surplus of at least $50,000.000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of any
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

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

48
<PAGE> 57

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

(d) If at any time:

(i) the Trustee shall fail to comply with the provisions of TIA Section
310(b) after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six
months, or

(ii) the Trustee shall cease to be eligible under Section 607 and shall
fail to resign after written request therefor by the Company or by any Holder
of a Security who has been a bona fide Holder of a Security for at least six
months, or

(iii) the Trustee shall become incapable of acting or shall be adjudged a
bankruptcy or insolvent or a receiver of the Trustee 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
of liquidation, then, in any such case, (i) the Company by or pursuant to a
Board Resolution may remove the Trustee and appoint a successor Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder
of a Security who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance or such appointment, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all

49
<PAGE> 58

others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of such series.

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

Section 609 Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on 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 claim, if any, provided for in
Section 606.

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article IX hereof, wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the

50
<PAGE> 59

appointment of such successor Trustee relates; but on, request of the Company,
or any successor Trustee , such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 610 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities of coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

Section 611 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or
repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to

51
<PAGE> 60

the Company and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

An Authenticating Agent for any series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such series and to
the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth
in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

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

52
<PAGE> 61

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

[BANK], as Trustee

By:___________________________________

as Authenticating Agent

By:___________________________________

Authorized Signatory

53
<PAGE> 62

ARTICLE VII

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701 Disclosure of Names and Addresses of Holders. Every Holder of
Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
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 TIA Section 312(b).

Section 702 Reports by Trustee. Within 60 days after October 1 of each year
commencing with the fist October 1 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Securities as provided in TIA Section 313(c) a brief report dated as of such
October 1 if required by TIA Section 313(a).

Section 703 Reports by Company. The Company will:

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

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

(3) transmit by mail to the Holders of Securities, within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in
TIA Section 313(c), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to
time by the Commission.

54
<PAGE> 63

Section 704 The Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than 15 days after the Regular Record Date
for interest for each series of Securities, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Registered
Securities of such series as of such Regular Record Date, or if there is no
Regular Record Date for interest for such series of Securities, semi-annually,
upon such dates as are set froth in the Board Resolution or indenture
supplemental hereto authorizing such series, and

(b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, that, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.

ARTICLE VIII

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 801 Consolidation and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other entity, provided that in any such
case, (1) either the Company shall be the continuing entity, or the successor
entity shall be an entity organized and existing under the laws of the United
States or a State thereof and such successor entity shall expressly assume the
due and punctual payment of the principal of (and premium or Make-Whole Amount,
if any) and any interest (including all Additional Amounts, if any, payable
pursuant to Section 1012) on all of the Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article IX hereof, satisfactory to the Trustee,
executed and delivered to the Trustee by such entity and (2) immediately after
giving effect to such transaction and treating any indebtedness which becomes
an obligation of the Company or any Subsidiary as a result thereof as having
been incurred by the Company or such Subsidiary at the time or such
transaction, no Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have occurred and be
continuing.

55
<PAGE> 64

not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

Section 803 Officers' Certificate and Opinion of Counsel. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel, each complying with Section 102 and stating that any
such consolidation, merger, sale, lease or conveyance, and the assumption by
any successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 901 Supplemental Indentures Without Consent of Holders. Without the
consent of any Holders of Securities or coupons, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

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

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

56
<PAGE> 65

included solely for the benefit of such series); provided, however, that in
respect of any such additional Events of Default such supplemental indenture
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default or may limit the right of
the Holders of a majority in aggregate principal amount of that or those series
of Securities to which such additional Events of Default apply to waive such
default; or

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

(5) to change or eliminate any of the provisions or this Indenture, provided
that any such change or elimination shall become effective only when there is
no Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision; or

(6) to secure the Securities; or

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

(8) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; or

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

(10) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Securities pursuant to Section 401, 1302 and 1303; provided that any
such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect.

57
<PAGE> 66

Section 902 Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the right of the Holders of
Securities and any related coupons under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

(1) change the Stated Maturity of the principal of (or premium or Make-Whole
Amount, if any, on) or any installment of principal of or interest on, and
Security; or reduce the principal amount thereof or the rate or amount of
interest thereon or any Additional Amounts payable in respect thereof, or any
premium payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 1012 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the
amount of the principal of an Original Issue Discount Security or Make-Whole
Amount that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect any right of repayment
at the option of the Holder of any Security, or change any Place of Payment
where, or the currency or currencies, currency unit or units or composite
currency or currencies in which any Security or any premium or Make-Whole
Amount or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or the Repayment Date, as the case may
be), or

(2) reduce the percentage in principal amount of the Outstanding Securities
of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver with respect to such series (or compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or

(3) modify any of the provisions of this Section, Section 513 or Section
1013, except to increase the required percentage to effect such action or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected
thereby.

58
<PAGE> 67

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

Section 903 Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel complying with Section 102 and
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Section 904 Effect or Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

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

Section 906 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

Section 907 Notice of Supplemental Indentures. Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 902, the Company shall give notice thereof to the Holders
of each Outstanding Security affected, in the manner provided for in Section
106, setting forth in general terms the substance of such supplemental
indenture.

59
<PAGE> 68

ARTICLE X

COVENANTS

Section 1001 Payment of Principal, Premium or Make-Whole Amount, if any,
Interest and Additional Amounts. The Company covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium or Make-Whole Amount, if any) and
interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on and any Additional Amounts payable in respect of Bearer
Securities on or before Maturity, other than Additional Amounts, if any,
payable as provided in Section 1012 in respect of principal of (or premium or
Make-Whole Amount, if any, on) such a Security, shall be payable only upon
presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless
otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

60
<PAGE> 69

or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each
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 demand may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1012) or conversion at
the offices specified in the Security, in London, England, and the Company
hereby appoint the same as its agent to receive such respective presentations,
surrenders, notices and demands, and the Company hereby appoint the Trustee its
agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to Section
301, no payment of principal, premium or interest on or Additional Amounts in
respect of Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the
United States; provided, however, that, if the Securities of a series are
payable in Dollars, payment of principal of and any premium and interest on any
Bearer Security (including any Additional Amounts payable on Securities of such
series pursuant to Section 1012) shall be made at the office of the Company's
Paying Agent in the Borough of Manhattan, The City of New York, if (but only
if) payment in Dollars of the full amount of such principal, premium, or Make-
Whole Amount, interest or Additional Accounts, as the case may be, at all
offices or agencies outside the United State maintained for the purpose by the
Company in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.

The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

61
<PAGE> 70

Unless otherwise specified with respect to any Securities pursuant to Section
301, if and so long as the Securities of any series (i) are denominated in a
Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it
is required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent.

Section 1003 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each
due date of the principal of (and premium or Make-Whole Amount, if any), or
interest on or Additional Amounts in respect of, any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium or
Make-Whole Amount, if any) or interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
so to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities and any related coupons, it will, on or before each due date of the
principal of (and premium or Make-Whole Amount, if any), or interest on or
Additional Amounts in respect of, any Securities of that series, deposit with a
Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest
or Additional Amounts and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its section or failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will

(1) hold all sums held by it for the payment of principal of (and premium or
Make-Whole Amount, if any) or interest on Securities in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided;

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

62
<PAGE> 71

Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium of Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security of
any series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any), interest or Additional Amounts has
become due and payable shall be paid to the Company upon Company Request or (if
then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment of such principal of (and premium or Make-Whole
Amount, if any) or interest on, or any Additional Amounts in respect of, any
Security, without interest thereon, and all liability of the Trust or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

Section 1004 [Omitted].

Section 1005 [Omitted].

Section 1007 Maintenance of Properties. The Company will cause all of its
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be promptly and advantageously
conducted at all times; provided, however, that nothing

63
<PAGE> 72

in this Section shall prevent the Company or any Subsidiary from selling or
otherwise disposing for value its properties in the ordinary course of its
business.

Section 1009 Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

Section 1010 Provision of Financial Information. Whether or not the Company
is subject to Section 13 or 15(d) of the Exchange Act, the Company will, to the
extent permitted under the Exchange Act, file with the Commission the annual
reports, quarterly reports and other documents which the Company would have
been required to file with the Commission pursuant to such Section 13 or 15(d)
(the "Financial Statements") if the Company were so subject, such documents to
be filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Company would have been required so to file such
documents if the Company were so subject.

The Company will also in any event (x) within 15 days of each Required Filing
Date (i) transmit by mail to all Holders, as their names and addresses appear
in the Security Register, without cost to such Holders copies of the annual
reports and quarterly reports which the Company would have been required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if
the Company were subject to such Sections, and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections and (y) if filing such documents by the Company with the Commission is
not permitted under the Exchange Act, promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective Holder.

Section 1011 Statement as to Compliance. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1011,

64
<PAGE> 73

such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

Section 1012 Additional Amounts. If any Securities of a series provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto Additional Amounts
as may be specified as contemplated by Section 301. Whenever in this Indenture
there is mentioned, in any context except in the case of Section 502(1), the
payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at last
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters
set forth in the below- mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers' Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series or any related coupons who are
not United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. If the
Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
them or

65
<PAGE> 74

in reliance on any Officers' Certificate furnished pursuant to this Section or
in reliance on the Company's not furnishing such an Officers' Certificate.

Section 1013 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1004 to 1010, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or conditional shall remain
in full force and effect.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 1101 Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.

Section 1102 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

Section 1103 Selection by Trustee of Securities to Be Redeemed. If less than
all the Securities of any series issued on the same day with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series issued on such date with the same terms
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series.

66
<PAGE> 75

The Trustee shall promptly notify the Company and the Security Registrar (if
other than itself) in writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

Section 1104 Notice of Redemption. Notice of redemption shall be given in
the manner provided in Section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301 to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided
to the Holder of any Security designated for redemption as a whole or in part,
or any defect in the notice to any such Holder, shall not affect the validity
of the proceedings for the redemption of any other such Security or portion
thereof.

Any notice that is mailed to the Holders of Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption date,

(2) the Redemption Price, accrued interest to the Redemption Date payable as
provided in Section 1106, if any, and Additional Amounts, if any,

(4) in case any Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date,
upon surrender of such Security, the holder will receive, without a charge, a
new Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed,

(5) that on the Redemption Date the Redemption Price and accrued interest to
the Redemption Date payable as provided in Section 1106, if any, will become
due and payable upon each such Security, or the portion thereof, to be redeemed
and, if applicable, that interest thereon shall cease to accrue on and after
said date.

(6) the Place or Places of Payment where such Securities, together in the
case of Bearer Securities with all coupons appertaining thereto, if any,
maturing after the

67
<PAGE> 76

Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, or for conversion.

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

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

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

Section 1105 Deposit of Redemption Price. At least one Business Day prior to
any Redemption Date the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay on
the Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.

68
<PAGE> 77

appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender
of coupons for such interest; and provided further that, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

If any Bearer Security surrendered for redemption shall not be accompanied by
all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

Section 1107 Securities Redeemed in Part. Any Registered Security which is
to be redeemed only in part (pursuant to the provisions of this Article) shall
be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge a new Security or Securities of the same
series, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

69
<PAGE> 78

ARTICLE XII

[INTENTIONALLY OMITTED]

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301 Applicability of Article. Repayment of Securities of any series
before their Stated Maturity at the option of Holders thereof shall be made in
accordance with the terms of such Securities, if any, and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.

Section 1302 Repayment of Securities. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such
Securities. The Companies covenants that at least one Business Day prior to
the Repayment Date it will deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof, as the cash may be, to be repaid on such date.

70
<PAGE> 79

together with the duly completed form entitled "Option to Elect Repayment" on
the reverse of the Security, will be received by the Trustee not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security and form duly
completed are received by the Trustee by such fifth Business Day. If less than
the entire principal amount of such Security is to be repaid in accordance with
the terms of such Security, the principal amount of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and
the denomination or denominations of the Security or Securities to be issued to
the Holder for the portion of the principal amount of such Security surrendered
that is not to be repaid, must be specified. The principal amount of any
Security providing for repayment at the option of the Holder thereof may not be
repaid in part if, following such repayment, the unpaid principal amount of
such Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a part. Except
as otherwise may be provided by the terms of any Security providing for
repayment at the option of the Holder thereof, exercise of the repayment option
by the Holder shall be irrevocable unless waived by the Company.

Section 1304 When Securities Presented for Repayment Become Due and Payable.
If Securities of any series provide repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portion
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of
such Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, on the Repayment Date; provided, however, that
coupons whose Stated Maturity is on or prior to the Repayment Date shall be
payable at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified pursuant to
Section 301, only upon presentation and surrender of such coupons, and provided
further that, in the case of Registered Securities, installments of interest,
if any, whose Stated Maturity is on or prior to the Repayment Date shall be
payable (but without interest thereon, unless the Company shall default in the
payment thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business relevant Record Dates
according to their terms and the provisions of Section 307.

71
<PAGE> 80

coupon or coupons may be waived by the Company and the Trustee if there be
furnished to it such security or indemnity as they may require to save it and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only presentation and surrender of those coupons.

If the principal amount of any Security surrendered for repayment shall not
be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

Section 1305 Securities Repaid in Part. Upon surrender of any Registered
Security which is to be repaid in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Registered Security or
Securities of the same series, of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repaid.

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

Section 1401 Applicability of Article; Company's Option to Effect Defeasance
or Covenant Defeasance. If, pursuant to Section 301, provision is made for
either or both of (a) defeasance of the Securities of or within a series under
Section 1402 or (b) covenant defeasance of the Securities of or within a series
under Section 1403, then the provisions of such Section or Sections, as the
case may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 with respect
to any Securities), shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto
upon compliance with the conditions set forth below in this Article.

Section 1402 Defeasance and Discharge. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this

72
<PAGE> 81

purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all of its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities and
any coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of such Outstanding Securities
and any coupons appertaining thereto to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments
in respect of the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 305, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1012,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article. Subject to compliance with this Article XIV, the Company
may exercise its option under this Section notwithstanding the prior exercise
of its option under Section 1403 with respect to such Securities and any
coupons appertaining thereto.

Section 1403 Covenant Defeasance. Upon the Company's exercise of the above
option applicable to this Section with respect to any Securities of or within a
series, the Company shall be released from its obligations under Sections 1004
to 1010, inclusive and, if specified pursuant to Section 301, its obligations
under any other covenant, with respect to such Outstanding Securities and
coupons appertaining thereto on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter, "Covenant defeasance"), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to
be not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 1004 to 1010, inclusive, or such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under Section 501(3) or 501(7) otherwise, as the case may be, but,
except as specified above, remainder of this Indenture and such Securities and
any coupons appertaining thereto shall be unaffected thereby.

Section 1404 Conditions to Defeasance or Covenant Defeasance. The following
shall be the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining
thereto:

73
<PAGE> 82

(a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article XIV applicable to
it) as trust funds in trust for the purposes of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any coupons appertaining thereto, (1) an
amount in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with the terms will provide, not later than one day before the due date of any
payment of principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered the Trustee,
to pay and discharge, and discharge, the principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities
and any coupons, appertaining thereto on the Stated Maturity of such principal
or installment of principal or interest or analogous payments applicable to
such Outstanding Securities and any coupons appertaining thereto on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any coupons appertaining thereto.

(b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound.

(c) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any
time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
the expiration of such period).

(d) In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel complying with Section 102 and
stating that (i) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred.

74
<PAGE> 83

(e) In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel complying with Section 102 and
stating that the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.

(f) The Company shall have delivered to the Trustee an Officers'
Certificate complying with Section 102 and stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel complying with Section 102 and stating that (A) all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and (B) either (i) as
a result of a deposit pursuant to subsection (a) above and the related exercise
of the Company's option under Section 1402 or Section 1403 (as the case may
be), registration is not required under the Investment Company Act of 1940, as
amended, by the Company with respect to the trust funds representing such
deposit or by the Trustee for such trust funds or (ii) all necessary
registrations under said Act have been effected.

(g) Notwithstanding any other provisions of this Section, such defeasance
or covenant defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 301.

Section 1405 Deposited Money and Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from
other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section
301, if, after a deposit referred to in Section 1404(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been

75
<PAGE> 84

made in respect of such Security, or (b) a Conversion Event occurs in respect
of the currency or currency unit in which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium
or Make-Whole amount, if any), and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the currency or currency
unit in which such Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency
or currency unit in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

Anything in this case to the contrary notwithstanding; subject to Section
606, the Trustee shall deliver or pay to the Company from time to time upon the
Company Request any money or Government Obligations (or other property and any
proceeds thereon) held by it as provided in Section 1404 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Article.

ARTICLE XV

MEETINGS OF HOLDERS OF SECURITIES

Section 1501 Purposes for Which Meetings May Be Called. A meeting of Holders
of Securities of any series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

Section 1502 Call, Notice and Place of Meetings. (a) The Trustee may at any
time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1501, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be

76
<PAGE> 85

given, in the manner provided in Section 106, not less than 21 nor more than
180 days prior to the date fixed for the meeting.

(b) In case at any time the Company pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1501, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall
not hereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, the City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

Section 1503 Persons Entitled to Vote at Meetings. To be entitled to vote at
any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one
or more outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

Section 1504 Quorum; Action. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

77
<PAGE> 86

Except as limited by the proviso to Section 902, any resolution Presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specific percentage, which is less than a
majority, in principal amount the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

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

Notwithstanding the foregoing provisions of this Section 1504, if any action
is to be taken at a meeting of Holders of Securities of any series with respect
to any request, demand, authorization, direction, notice, consent, waiver or
other act that this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage in principal amount of all Outstanding
Securities affected thereby, or of the Holders of such series and one or more
additional series:

(i) there shall be no minimum quorum requirement for such meeting; and

(ii) the principal amount of the Outstanding Securities of such series
that vote in favor of such request, demand, authorization, direction, notice,
consent, waiver or other action shall be taken into account in determining
whether such request, demand, authorization, direction, notice, consent,
waiver or other action has been made, given or taken under this Indenture.

Section 1505 Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing

78
<PAGE> 87

proxies, regular on their fact, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities provided in Section 1502(b), in which case
the Company or the Holders of Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of the Outstanding
Securities of such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

Section 1506 Counting Votes and Recording Action of Meetings. The Vote upon
any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent 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, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any Series shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the fact, setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1502 and, if applicable, Section 1504. Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of meeting and one such copy shall be delivered to the Company and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

79
<PAGE> 88

Section 1507 Evidence of Action Taken by Holders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee,
proof of execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Article
VI) conclusive in favor of the Trustee and the Trust, if made in the manner
provided in this Article.

Section 1508 Proof of Execution of Instruments. Subject to Article VI, the
execution of any instrument by a Holder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.

ARTICLE XVI

SUBORDINATION

Section 1601 Agreement to Subordinate. The Company agrees, and each Holder
by accepting a Security agrees, that the indebtedness evidenced by the
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article, to the prior payment in full of all Senior Debt and
that the subordination is for the benefit of the holders of Senior Debt.

Section 1602 Liquidation; Dissolution; Bankruptcy. Upon any distribution to
creditors of the Company in a liquidation or dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property

(1) Holders of Senior Debt shall be entitled to receive payment in full in
cash of the principal of (and premium or Make-Whole Amount, if any) and
interest (including interest accruing after the commencement of any such
proceeding) to the date of payment on the Senior Debt before Holders shall be
entitled to receive any payment of principal of or interest on Securities;

(2) Until the Senior Debt is paid in full in cash, any distribution to which
Holders would be entitled but for this Article shall be made to holders of
Senior Debt as their interests may appear, except that Holders may receive
securities that are subordinated to Senior Debt to at least the same extent as
the Securities; and

(3) The Trustee is entitled to rely upon an order or decree of a court of
competent jurisdiction or a certificate of a bankruptcy trustee or other
similar official for the purpose of ascertaining the persons entitled to
participate in such distribution, the

80
<PAGE> 89

holders of Senior Debt and other Company debt, the amount thereof or payable
thereon and all other pertinent facts relating to the Trustee's obligations
under this Article XVI.

Section 1603 Default on Senior Debt. The Company may not pay principal of or
interest on the Securities and may not acquire any Securities for cash or
property other than capital stock of the Company if:

(1) a default on Senior Debt occurs and is continuing that permits Holders
of such Senior Debt to accelerate its maturity, and

(2) the default is the subject of judicial proceedings or the Company
receives a notice of the default from a person who may give it pursuant to
Section 1611. If the Company receives any such notice, a similar notice
received within nine months thereafter relating to the same default on the same
issue of Senior Debt shall not be effective for purposes of this Section.

The Company may resume payments on the Securities and may acquire them when:

(a) the default is cured or waived, or

(b) 120 days pass after the notice is given if the default is not the
subject of judicial proceedings

if this Article otherwise permits the payment or acquisition at that time.

Section 1604 Acceleration of Securities. If payment of the Securities is
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Debt of the acceleration. The Company may pay the Securities
when 120 days pass after the acceleration occurs if this Article permits the
payment at that time.

Section 1605 When Distribution Must Be Paid Over. If a distribution is made
to Holders that because of this Article should not have been made to them, the
holders who receive the distribution shall hold it in trust for holders of
Senior Debt and pay it over to them as their interests may appear.

Section 1606 Notice by Company. The Company shall promptly notify the
Trustee and any Paying Agent of any facts known to them that would cause a
payment of principal of or interest on Securities to violate this Article.

Section 1607 Subrogation. After all Senior Debt is paid in full and until
the Securities are paid in full, Holders shall be subrogated to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to
the extent that distributions otherwise payable to the Holders have been
applied to the payment of Senior Debt. A distribution made under this Article
to holders of Senior Debt which otherwise would have

81
<PAGE> 90

been made to Holders is not, as between the Company and Holders, a payment by
the Company on Senior Debt.

Section 1608 Relative Rights. This Article defines the relative rights of
Holders and holders of Senior Debt. Nothing in this Indenture shall:

(1) impair, as between the Company and Holders, the obligation of the
Company, which is absolute and unconditional, to pay principal of and interest
on the Securities in accordance with their terms;

(2) affect the relative rights of Holders and creditors of the Company other
than holders of Senior Debt; or

(3) prevent the Trustee or any Holder from exercising its available remedies
upon an Event of Default, subject to the rights of holders of Senior Debt to
receive distributions otherwise payable to Holders.

If the Company fails because of this Article to pay principal of or interest
on a Security on the due date, the failure is still a default.

Section 1609 Subordination May Not Be Impaired By Company. No right of any
holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
the Company or by its failure to comply with this Indenture.

Section 1610 Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.

Section 1611 Rights of Trustee and Paying Agent. The Trustee or any Paying
Agent may continue to make payments on the Securities until it receives written
notice of facts that would cause a payment of principal of or interest on the
Securities to violate this Article. Only the Company, a Representative or a
holder of an issue of Senior Debt that has no Representative may give the
written notice.

The Trustee has no fiduciary duty to the holders of Senior Debt other than as
created under this Indenture. The Trustee in its individual or any other
capacity may hold Senior Debt with the same rights it would have if it were not
Trustee.

The Company's obligation to pay, and the Company's payment of, the Trustee's
fees pursuant to Section 606 are excluded from the operation of this Article
XVI.

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

82
<PAGE> 91

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

FRONTIER CORPORATION

By: ______________________________________

Title:

[BANK], as Trustee

By: ______________________________________

Title:

ATTEST

By: ______________________________________

Title:

83
<PAGE> 92

STATE OF _____________ )
) ss:
COUNTY OF ____________ )

On the ____ day of ___________, 1995, before me personally came to me known,
_________________ who, being by me duly sworn, did depose and say that he/she
resides in _________________________________, that he/she is the ____________
_______________ of Frontier Corporation, one of the parties described in and
which executed the foregoing instrument; and that he/she signed his/her name
thereto by authority of said corporation.

[Notary Seal]
______________________________________________

Notary Public

Commission Expires:___________________________

STATE OF ___________ )
) ss:
COUNTY OF __________ )

On the ____ day of ___________, 1995, before me personally came to me known,
_________________ who, being by me duly sworn, did depose and say that he/she
resides in _________________________________, that he/she is the ____________
_______________ of [Bank], one of the parties described in and which executed
the foregoing instrument; and that he/she signed his/her name thereto by
authority of said corporation.

[Notary Seal]
______________________________________________

Notary Public

Commission Expires:___________________________

84
<PAGE> 93

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
companies, domestic corporations or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise Frontier Corporation or its agent that such
financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purpose of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of such notification it may be assumed that this
certification applies as of such date.

85
<PAGE> 94

This certificate excepts and does not relate to [U.S. $] _________________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.

We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:______________, 19__
[To be dated no earlier than the 15th day prior to
(i) the Exchange Date or (ii) the relevant Interest
Payment Date occurring prior to the Exchange Date,
as applicable]

[Name of Person Making Certification]

____________________________________

(Authorized Signatory)
Name:
Title:

86
<PAGE> 95

EXHIBIT A-2

[Insert title or sufficient description of Securities to be delivered]

This is to certify that, based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of
the persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our "Member Organizations") substantially in
the form attached hereto, as of the date hereof, [U.S. $] _________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic companies,
domestic corporations or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such financial institution
has agreed, on its own behalf or through its agent, that we may advise Frontier
Corporation, Inc. or its agent that such financial institution will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for purpose of resale during
the restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We further certify that (i) we are not making available herewith for exchange
(or, if relevant, collection of any interest) any portion of the temporary
global Security representing the above captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith

87
<PAGE> 96

for exchange (or, if relevant, collection of any interest) are no longer true
and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate or
a copy thereof to any interested party in such proceedings.

Dated:______________, 19__
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[Morgan Guaranty Trust Company of New York, Brussels Office,] as
Operator of the Euroclear System [Cedel S.A.]

By:________________________________________

<PAGE> 1

EXHIBIT 4.3
RESTATED CERTIFICATE OF INCORPORATION

FRONTIER CORPORATION

Under Section 807 of the Business Corporation Law

We, the undersigned, JOHN K. PURCELL, and JOSEPHINE S. TRUBEK, being
respectively a Corporate Vice President and the Corporate Secretary of Frontier
Corporation, do hereby CERTIFY that:
1. The name of the Corporation is "FRONTIER CORPORATION".

3. The text of the Certificate of Incorporation, as amended (or
changed) heretofore, is hereby restated without further amendment or change to
read as herein set forth in full:

FIRST: The name of the Corporation is "Frontier Corporation".

SECOND: The purposes for which the Corporation is formed are: To
engage in any lawful act or activity for which corporations may be organized
under the Business Corporation Law of the State of New York, except that the
Corporation is not organized to engage in any act or activity requiring the
consent or approval of any official, department, board, agency or other body of
the State of New York without first obtaining such consent or approval.

THIRD: The total number of shares which the Corporation shall have
authority to issue is (i) Three Hundred Million (300,000,000) shares of Common
Stock of the par value of One Dollar ($1.00) per share, (ii) Four Million
(4,000,000) shares of Class A Preferred Stock of the par value of One Hundred
<PAGE> 2

Dollars ($100.00) per share and (iii) Eight Hundred Fifty Thousand (850,000)
shares of Cumulative Preferred Stock of the par value of One Hundred Dollars
($100.00) per share (the Class A Preferred Stock and the Cumulative Preferred
Stock referred to collectively herein as the "Preferred Stock").

Subject to any exclusive voting rights which may vest in holders of
Preferred Stock under the provision of any series of Preferred Stock
established by the Board of Directors pursuant to authority herein provided,
and except as otherwise provided by law, the shares of Common Stock shall
entitle the holders thereof to one vote for each share upon all matters upon
which shareowners have the right to vote.

No holders of shares of the Corporation of any class or series, now or
hereafter authorized, shall have any preemptive rights to subscribe for or
purchase any part of any issue, sale or offering of any shares of the
Corporation of any class or series, now or hereafter authorized, or of any
options, warrants or rights to subscribe for or purchase any such shares, or of
any securities convertible into, or carrying options, warrants or rights to
subscribe for or purchase, any such shares, regardless of whether such issue,
sale or offering is for cash, property, services or otherwise.

FOURTH: Subject to the limitations and in the manner provided by law
and subject to the terms of this Certificate, shares of Class A Preferred Stock
may be issued from time to time in series and the Board of Directors is hereby
authorized to establish and designate series, to fix the number of shares
constituting each series, and to fix the designations and the relative rights,
preferences and limitations of the shares of each series and the variations in
the relative rights, preferences and limitations as between series, and to
increase and to decrease the number of shares constituting each series. Subject
to the limitations and in the manner provided by law and subject to the terms
of this Certificate, the authority of the Board of Directors with respect to
each series shall include but shall not be limited to the authority to
determine the following:

(i) the designation of such series;
(ii) the number of shares initially constituting such series;
<PAGE> 3

(iii) the increase, and the decrease to a number not less than the
number of the outstanding shares of such series, of the number of shares
constituting such series theretofore fixed;

(iv) the rate or rates and the times at which dividends on the shares
of such series shall be paid and whether or not such dividends shall be
cumulative and, if such dividends shall be cumulative, the date or dates from
and after which they shall accumulate; provided, however, that, if the stated
dividends are not paid in full, the shares of all series of Class A Preferred
Stock shall share ratably in the payment of dividends, including accumulations,
if any, in accordance with the sums which would be payable on such shares if
all dividends were declared and paid in full; and provided, further, that
dividends or other distributions shall not be declared or paid on any shares of
Class A Preferred Stock unless the current quarterly dividend upon all the
Cumulative Preferred Stock then outstanding, together with all accumulations
thereon, shall have been paid or declared and set apart for payment in
accordance with the requirements of subdivision (B) of Article FIFTH;

(v) whether or not the shares of such series shall be redeemable and,
if such shares shall be redeemable, the terms and conditions of such
redemption, including but not limited to the date or dates upon or after which
such shares shall be redeemable and the amount per share which shall be payable
upon such redemption, which amount may vary under different conditions and at
different redemption dates; provided, that, unless the current quarterly
dividend upon all the Cumulative Preferred Stock then outstanding, together
with all accumulations thereon, shall have been paid or declared and set apart
for payment in accordance with the requirements of subdivision (B) of Article
FIFTH, the Corporation or any of its subsidiaries shall not redeem, purchase
or otherwise acquire shares of Class A Preferred Stock (except by conversion
into or exchange for, or out of the net cash proceeds from the concurrent sale
of, stock of the Company ranking junior to the Cumulative Preferred Stock as to
dividends);
<PAGE> 4

(vi) the amount payable on the shares of such series in the event of
the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; provided, however, that (1) before any assets of the Corporation
shall be distributed among or paid over to the holders of Class A Preferred
Stock, each holder of Cumulative Preferred Stock then outstanding shall be
entitled to be paid the amount described in subdivision (C) of Article FIFTH,
and (2) the holders of shares of Class A Preferred Stock shall be entitled to
be paid, or to have set apart for payment, not less than $100.00 per share
before the holders of shares of Common Stock or the holders of any other class
of stock ranking junior to the Class A Preferred Stock as to rights on
liquidation shall be entitled to be paid any amount or to have any amount set
apart for payment; provided, further, that, if the amounts payable on
liquidation are not paid in full, the shares of all series of the Class A
Preferred Stock shall share ratably in any distribution of assets other than by
way of dividends in accordance with the sums which would be payable in such
distribution if all sums payable were discharged in full. A liquidation,
dissolution or winding up of the Corporation, as such terms are used in this
clause (vi), shall not be deemed to be occasioned by or to include any
consolidation or merger of the Corporation with or into any other corporation
or corporations or a sale, lease or conveyance of all or a part of its assets;

(vii) whether or not the shares of such series shall have voting
rights, in addition to the voting rights provided by law and, if such shares
shall have such voting rights, the terms and conditions thereof, including but
not limited to the right of the holders of such shares to vote as a separate
class either alone or with the holders of shares of one or more other series or
class of stock and the right to have more than one vote per share;

(viii) whether or not a sinking fund shall be provided for the
redemption of the shares of such series and, if such a sinking fund shall be
provided, the terms and conditions thereof;

(ix) whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of stock of
<PAGE> 5

any other class or any other series of this class or any other securities or
assets, and, if so, the terms and conditions of conversion or exchange,
including but not limited to any provision for the adjustment of the rate or
rates or the price or prices of conversion or exchange; and

(x) any other relative rights, preferences and limitations.

If any shares of Class A Preferred Stock shall be issued then, for
purposes of clause (ii)(a) of subdivision (F) of Article FIFTH, such shares
shall be deemed to have been authorized in connection with any prior
authorization of shares of Class A Preferred Stock, notwithstanding any
subsequent action by the Corporation's Board of Directors in connection with
the issuance of such shares or the filing of any certificate required by law in
connection with such issuance.

FIFTH: The respective rights, preferences and limitations of the
shares of Cumulative Preferred Stock are set forth in the following
subdivisions designated (A) to (F) inclusive which are hereinafter referred to
as subdivisions of this Article FIFTH.

(Note: The words "preferential rights" whenever used in this
Certificate with respect to the Cumulative Preferred Stock herein
authorized or any preferred stock of any class or series hereafter
authorized by any certificate filed pursuant to law, shall for the
sake of brevity and convenience, mean and include the words "relative
rights, preferences and limitations of the shares of each class" as
used in the Business Corporation Law.)

(A) The shares of Cumulative Preferred Stock shall be issuable from
time to time in one or more series. The Board of Directors is hereby
authorized to fix, from time to time before issuance, the preferential rights
of the shares of each series of such Cumulative Preferred Stock, to the extent
that such preferential rights are not herein expressly prescribed, determined
and set forth. The preferential rights of shares of different series shall be
identical, except that there may be variations, as hereinafter provided, in
respect of the dividend
<PAGE> 6

rates, dates of payment of dividends and dates from which they are cumulative,
redemption prices, sinking fund requirements and conversion and other rights.
All shares of any one series will be alike in every particular and all shares
of Cumulative Preferred Stock will rank equally. There shall be no
discrimination as between different series of Cumulative Preferred Stock in the
declaration and payment of dividends on the basis of the rates appertaining
thereto; and if at any time there shall be outstanding Cumulative Preferred
Stock of several series bearing different rates of dividends and dividends are
to be declared on such stock at less than the full rates appertaining thereto,
the shares of all such series shall share ratably in the payment of such
dividends including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and paid in
full.

The Board of Directors is authorized to fix from time to time before
issuance of each series of Cumulative Preferred Stock, but subject to the
provisions of this Certificate covering all series of Cumulative Preferred
Stock, the following: (a) the designation and number of shares of such series;
(b) the dividend rate of such series; (c) the dates of payment of dividends on
shares of such series and the dates from which they are cumulative; (d) the
redemption price or prices for shares of such series; (e) the amount of the
sinking fund or redemption or purchase fund or account, if any, to be applied
to the purchase or redemption of shares of such series and the manner of its
application; and (f) whether or not the shares of such series shall be made
convertible into shares of any other class or classes or of any other series of
the same class of stock of the Corporation, and if made so convertible the
conversion price or prices and the provisions, if any, for the adjustment
thereof and any other relative, participating, optional or other special rights
(including rights to purchase stock or obligations of the Corporation) and
powers and qualifications, limitations or restrictions thereof of shares of
such series.
(B) Dividends. The holders of the Cumulative Preferred Stock of any
series shall be entitled to receive, when and as declared by the Board of
Directors, but only out of funds legally available for the payment thereof,
fixed yearly preferred dividends at the annual rate appertaining to such
series, and no more, payable in lawful money of the United States of America
quarterly on the first days of January, April, July and October
<PAGE> 7

in each year, or on such other dates as may be determined by the Board of
Directors, before any dividends shall be paid upon or set apart for any junior
stock (which term as used herein shall mean Common Stock, Class A Preferred
Stock and any other class of stock of the Corporation which shall rank junior
to the Cumulative Preferred Stock). Dividends on the Cumulative Preferred
Stock shall be cumulative, so that if dividends on all outstanding shares of
Cumulative Preferred Stock at the respective annual dividend rates appertaining
thereto shall not have been paid for all past quarterly dividend periods, and
the full dividends thereon at such rates for the current quarterly dividend
period shall not have been paid, or declared and set apart for payment, the
deficiency shall be fully paid or dividends equal thereto declared and set
apart for payment at such rates, but without interest thereon, before any
dividend shall be paid upon any junior stock.

After the payment or declaration and setting apart for payment, for or
in any calendar year, of the current quarterly dividend upon all the Cumulative
Preferred Stock then outstanding, together with all accumulations as herein
provided, the Corporation may declare and pay, but only out of funds legally
available for the payment thereof, dividends on any class of junior stock, in
accordance with the rights of such junior stock and respective classes thereof,
in such amounts and at such time or times as the Board of Directors may
determine.

(C) Liquidation. The Cumulative Preferred Stock shall be preferred as
to both earnings and assets, and in the event of any voluntary liquidation,
dissolution or winding up of the Corporation, or of any distribution of assets
by way of return of capital to its stockholders (other than redemption of
Cumulative Preferred Stock in accordance with the provisions hereinafter set
forth), each holder of Cumulative Preferred Stock shall be entitled, before any
assets of the Corporation shall be distributed among or paid over to the
holders of any junior stock, to be paid, from the assets of the Corporation
available for distribution among its stockholders, an amount equal to the
redemption price or prices current at the date of such payment as hereinafter
provided (plus an amount equivalent to accrued and unpaid dividends, whether or
not earned) on the respective shares of Cumulative Preferred Stock held by him.
In the event of any involuntary liquidation, dissolution or winding up of the
<PAGE> 8

Corporation, or of any involuntary distribution of assets by way of return of
capital to its stockholders, each holder of the Cumulative Preferred Stock
shall be entitled, before any assets of the Corporation shall be distributed
among or paid over to the holders of any junior stock, to be paid, out of the
assets of the Corporation available for distribution among its stockholders, an
amount equal to the par value of the respective shares of Cumulative Preferred
Stock held by him, plus an amount equivalent to accrued and unpaid dividends,
whether or not earned. If, in either of the foregoing events, there shall not
be sufficient assets to make the full payment herein required, the outstanding
shares of all series of Cumulative Preferred Stock shall share ratably in the
distribution of assets in accordance with the sums which would be paid on such
distribution if all sums payable were discharged in full. If the appropriate
payment herein required shall have been made to the holders of the Cumulative
Preferred Stock, the holders of the Cumulative Preferred Stock shall not be
entitled to participate further in the distribution of the assets of the
Corporation and after such payment and distribution to the holders of the
Cumulative Preferred Stock, the remaining assets of the Corporation shall be
distributed among the holders of the junior stock according to their respective
rights and preferences and pro rata in accordance with the number of shares
respectively held by such holders.

(D) (a) Redemption of Cumulative Preferred Stock. Subject to the
provisions of subsection (i) of this subdivision (D), the Corporation, at the
option of the Board of Directors, expressed in a resolution adopted by said
Board, may redeem, at any time or times and from time to time, all or any part
of the shares of Cumulative Preferred Stock or all or any part of any one or
more series of such Cumulative Preferred Stock outstanding, by paying the par
value thereof plus an amount in the case of each such share of Cumulative
Preferred Stock to be redeemed computed at the annual dividend rate for the
series in question from the date from which dividends on such share became
cumulative to the date fixed for such redemption, less the aggregate of
dividends theretofore or on such redemption date paid thereon, plus such
premium, if any, as shall have been fixed in accordance with the provisions of
subdivision (A) of this Article FIFTH prior to the issuance thereof. Notice of
every such redemption shall be given by publication, published at least once in
each of two (2) calendar weeks in a daily newspaper
<PAGE> 9

(which term shall mean and include a newspaper published in morning editions or
evening editions or both, and whether or not it shall be published in Sunday
editions or on holidays) printed in the English language and published and of
general circulation in the Borough of Manhattan, the City and State of New
York, the first publication to be at least thirty (30) days and not more than
sixty (60) days prior to the date fixed for such redemption. At least thirty
(30) days' and not more than sixty (60) days' previous notice of every such
redemption shall also be mailed to the holders of record of the Cumulative
Preferred Stock to be redeemed, at their respective addresses as the same shall
appear on the books of the Corporation; but no failure to mail such notice nor
any defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of such Cumulative Preferred Stock
so to be redeemed. The Board of Directors shall have full power and authority,
subject to the limitations and provisions herein contained, to prescribe the
manner in which and the terms and conditions upon which any shares of any
series of the Cumulative Preferred Stock shall be redeemed from time to time.
If such notice of redemption shall have been duly given by publication, and if
on or before the redemption date specified in such notice all funds necessary
for such redemption shall have been set aside so as to be available therefor,
then, notwithstanding that any certificate for the shares of such Cumulative
Preferred Stock so called for redemption shall not have been surrendered for
cancellation, the shares represented thereby shall from and after the date
fixed for redemption no longer be deemed outstanding, the right to receive
dividends thereon shall cease to accrue from and after the date of redemption
so fixed, and all rights with respect to such shares of Cumulative Preferred
Stock so called for redemption shall forthwith on such redemption date cease
and terminate, except only the right of the holders thereof to receive the
amount payable upon redemption thereof, but without interest; provided,
however, that the Corporation may, after giving the first notice by publication
of any such redemption or upon furnishing the depositary hereinafter mentioned
with irrevocable authority to publish such notice of redemption on behalf of
the Corporation and prior to the redemption date specified in such notice,
deposit in trust, for the account of the holders of such Cumulative Preferred
Stock to be redeemed, with a bank or trust company in good standing, organized
under the laws of the United States of America, or of the State of New
<PAGE> 10

York, doing business in the City of Rochester, New York, or in the Borough of
Manhattan, the City and State of New York, and having a capital, undivided
profits and surplus aggregating at least $5,000,000, all funds necessary for
such redemption, and upon such deposit all shares of such Cumulative Preferred
Stock with respect to which such deposit shall have been made shall no longer
be deemed to be outstanding, and all rights with respect to such shares of such
Cumulative Preferred Stock shall forthwith upon such deposit in trust cease and
terminate, except (1) the right of the holders thereof to receive the amount
payable upon the redemption thereof, but without interest, or (2) the right of
the holders of any Cumulative Preferred Stock, which may be convertible into
shares of stock of the Corporation of any class or classes, or other
securities, to convert such Cumulative Preferred Stock called for redemption
within the time or up to a date specified in the terms of such convertible
stock or as may be stated in any certificate filed pursuant to law creating
such convertible stock. If less than all the Cumulative Preferred Stock of any
series shall be redeemed, the stock to be redeemed shall be selected by lot in
such manner as the Board of Directors may determine, by a bank or trust company
appointed for that purpose by said Board, which, unless otherwise directed by
said Board, shall be the bank or trust company with which the funds necessary
for such redemption are to be deposited.

(i) Unless all dividends accrued to the dividend date next preceding
such redemption date shall be paid on all Cumulative Preferred Stock
then outstanding, the Corporation shall not have the right to redeem less
than all of the Cumulative Preferred Stock outstanding at the time of
giving the notice of such redemption.
(b) Purchase of Cumulative Preferred Stock. In the event that at any
time the Corporation shall be in default in the payment of dividends on the
Cumulative Preferred Stock then so long as such default shall continue, the
Corporation shall not purchase or otherwise acquire for a consideration any
shares of the Cumulative Preferred Stock unless such purchase or acquisition
shall be pursuant to tenders, called for on at least 20 days' previous notice
by mail to the holders of record (at the time of mailing such notice) of the
Cumulative Preferred Stock at their respective addresses as the same shall
appear on the books of the Corporation. The shares of stock to be purchased,
pursuant to such tenders, shall be purchased at the lowest prices
<PAGE> 11

specified in such tenders, not exceeding, however, the redemption prices then
in effect or then current, and the notice shall specify the method (whether by
lot, or otherwise) of determining the stock to be purchased in the event that
stock shall be tendered at the same price, whether the lowest or other price.

(E) Increase of Authorized Stock. The Corporation, subject to the
provisions of subsection (ii) of subdivision (F) of this Article FIFTH, may
from time to time increase the authorized amount of the Cumulative Preferred
Stock and may also from time to time create other classes of preferred stock
with different preferential rights.

(F) Voting Rights. The holders of the Cumulative Preferred Stock shall
not be entitled to any voting rights whatsoever, except as specifically
required by statute or as hereinafter expressly provided.

(i) Voting rights upon default in dividends. In the event that, at any
time, or from time to time, four full quarterly dividends (whether
consecutive or not) on the Cumulative Preferred Stock then outstanding, at
the dividend rate appertaining thereto shall be in arrears, the holders of
such Cumulative Preferred Stock shall have the right, voting separately as a
class, to elect the smallest number of directors then necessary to constitute
a majority of the full Board, and in such event the holders of stock of any
other class or classes then entitled to vote for directors shall have the
right, voting separately as a class, to elect only the remaining directors.
If and whenever the right of the holders of Cumulative Preferred Stock
to elect directors hereunder shall accrue, the terms of office of all persons
who may be directors of the Corporation at such time shall terminate upon the
election of their successors. Such election may be held at a special meeting
of all stockholders of the Corporation which shall be convened at any time
after the accrual of such right, upon notice similar to that provided in the
Bylaws of the Corporation for calling the annual meeting of the stockholders,
at the written request of the holders of record of at least 10% of the number
of shares of Cumulative Preferred Stock then outstanding, for which purpose
any holder of record of Cumulative Preferred Stock shall have
<PAGE> 12

access to the stock books of the Corporation. In the event of the failure
of the Secretary or other proper officer of the Corporation to give such notice
within 10 days after receipt of such request, then such meeting may be called
on like notice given by the holders of at least 10% of the Cumulative Preferred
Stock then outstanding. If for any reason such special meeting shall not be
held prior to the next annual meeting, then notice of such annual meeting shall
be given to the holders of the Cumulative Preferred Stock then outstanding in
the manner provided in the Bylaws, and at such meeting the holders of
Cumulative Preferred Stock and the holders of any other class or classes of
stock then entitled to vote for directors shall elect the number of directors
for which they are then respectively entitled to vote under the provisions
hereof, unless previously thereto all such defaults in dividends shall have
been made good. In the event that the holders of the Cumulative Preferred
Stock then outstanding shall not exercise their right to elect directors at
such annual meeting then the holders of the other class or classes of stock
then entitled to vote for the election of directors shall have the right to
elect at such meeting the entire membership of the Board of Directors, and such
directors so elected shall constitute the entire Board of Directors until such
time as part thereof shall be retired and replaced by directors elected, as
herein provided, by the holders of Cumulative Preferred Stock then outstanding.

To entitle the holders of Cumulative Preferred Stock to vote for the
election of directors hereunder at any meeting, there shall be present at such
meeting in person or by proxy the holders of not less than a majority of the
shares of Cumulative Preferred Stock then outstanding, but the holders of less
than a majority of such shares may adjourn such meeting for a period or periods
not exceeding four weeks in the aggregate. In order to validate an election of
directors by the holders of Cumulative Preferred Stock as herein provided, such
election shall be by a vote of at least a plurality of the shares of Cumulative
Preferred Stock then outstanding present at such meeting in person or by proxy.
<PAGE> 13

In the event that any meeting at which the holders of Cumulative
Preferred Stock shall have the right to elect directors to replace directors
theretofore elected by holders of any other class or classes of stock shall be
attended by the holders of at least a majority of the Cumulative Preferred
Stock then outstanding, but not by the holders of at least a majority of the
other class or classes of stock then entitled to vote for directors, such
holders of Cumulative Preferred Stock shall nevertheless be entitled to proceed
with the election of directors in place of directors theretofore elected as
hereinabove provided, such retiring directors (if and so far as the necessary
vacancies shall not be provided by voluntary resignations) to be determined by
lot from the Board of Directors theretofore elected as aforesaid, not
including, however, directors then holding the office of Chairman of the Board
of Directors or President of the Corporation, and the remaining directors
(i.e., those not resigning or selected by lot as aforesaid) theretofore elected
by the holders of the other class or classes of stock shall continue to hold
office until their successors shall have been duly elected as herein provided.

Whenever by reason of the resignation, death or removal of any director
or directors or any increase in the number of directors, the number of
directors in office who have been elected by the holders of stock voting as a
class shall become less than the total number then subject to election by such
class, the vacancy or vacancies so resulting may be filled by the affirmative
vote of the directors, if any, at the time in office who were elected by the
vote of such class, although less than a quorum, or by vote of such class at a
special meeting thereof (if there are then no directors in office who were
elected by the vote of such class) which shall be called at any time at the
request of the holders of record of at least 10% of the outstanding shares of
such class, for which purpose such holders shall have access to the stock books
of the Corporation.

If at any time the right of the holders of the Cumulative Preferred
Stock to elect directors hereunder shall accrue as aforesaid, and the holders
of such stock shall not exercise such right at any meeting (whether annual or
otherwise) at which directors may be elected, such
<PAGE> 14

failure to exercise such right shall not be construed as a waiver thereof,
but the holders of such stock may, so long as the default in dividends
aforesaid shall exist, exercise the right given them hereunder in the manner
aforesaid at any annual meeting or at any special meeting called as hereinabove
provided or at any adjournment of either thereof.

The right of the holders of Cumulative Preferred Stock to elect
directors, as hereinabove provided, shall continue until all accrued dividends
on the Cumulative Preferred Stock at the full dividend rates thereto
appertaining shall have been paid, or declared and set apart for payment, at
which time such right shall cease.

If and whenever the right of the holders of Cumulative Preferred Stock
to elect directors as hereinabove provided shall terminate, then the terms of
office of all persons who may be directors of the Corporation at such time
shall terminate upon the election of their successors. Such election may be
held at a special meeting of the holders of the class or classes of stock then
entitled to vote for directors, which meeting may be convened at any time after
the termination of such right, upon notice similar to that provided in the
Bylaws of the Corporation for the annual meeting of stockholders, at the
written request of the holders of record of at least 10% of such stock then
outstanding. In the event of the failure of the Secretary or other proper
officer of the Corporation to give such notice within 10 days after receipt of
such request, such meeting may be called on like notice by the holders of
record of at least 10% of such stock, for which purpose any holder of record of
such stock shall have access to the stock books of the Corporation. If for any
reason such special meeting be not held prior to the next annual meeting, then
at such meeting the holders of the class or classes of stock then outstanding
and entitled to vote for the election of directors shall elect all of the
members of the Board.

(ii) Authorization or Issue of Additional Preferred Stock. The
Corporation may from time to time increase the authorized amount of Cumulative
Preferred Stock
<PAGE> 15

and may also from time to time create other classes of preferred stock with
different preferential rights but only in accordance with the provisions
hereinafter set forth, so long as any shares of Cumulative Preferred Stock
shall be outstanding.

(a) Authorization. The authorized amount of Cumulative Preferred Stock
shall not be increased beyond the 850,000 shares authorized by this
Certificate, and no class of stock having preferential rights which are
equal to those of the Cumulative Preferred Stock, and no obligations or
shares of stock of any class convertible into or evidencing the right to
purchase any class of stock having such preferential rights shall be
authorized by any certificate hereafter filed pursuant to law, except upon
the affirmative vote of the holders of record of at least a majority of the
shares of Cumulative Preferred Stock then outstanding voting separately as
a class. No class of stock having any preferential rights which are in any
way superior to those of the Cumulative Preferred Stock and no obligations
or shares of stock of any class convertible into or evidencing the right to
purchase any class of stock having such superior preferential rights, shall
be authorized except upon the affirmative vote of the holders of record of
at least two-thirds of the then outstanding shares of Cumulative Preferred
Stock voting separately as a class.

(b) Issue. No shares of Cumulative Preferred Stock authorized by this
Certificate in excess of the number of shares of the first series
thereof, nor any shares of stock or obligations authorized pursuant to any
of the provisions of the preceding subparagraph (a), shall be issued except
upon compliance with the earnings requirements hereinafter set forth,
unless such compliance shall have been waived by the affirmative vote of
the holders of record of at least a majority of the shares of Cumulative
Preferred Stock then outstanding voting separately as a class. In the
event that any vote of the holders of Cumulative Preferred Stock shall be
required to authorize any waiver under this subparagraph (b), such vote
shall be
<PAGE> 16

taken at a meeting of the holders of the Cumulative Preferred Stock
only, upon notice as hereinafter required.

(c) Earnings Requirements. The earnings requirements herein referred
to are as follows, to wit the gross earnings of the Corporation for a
period of 12 consecutive calendar months within the 15 calendar months
immediately preceding the issue of stock or obligations referred to in
subparagraphs (a) and (b) above shall have been at least equal to one and
one-half (1 1/2) times the sum of the annual interest requirements on all
funded indebtedness and other borrowings of the Corporation to be
outstanding on the date of the proposed issue and the annual dividend
requirements on the Cumulative Preferred Stock then outstanding and on any
other class of stock then outstanding having preferential rights equal or
superior to those of the Cumulative Preferred Stock and the annual dividend
requirements on the stock to be issued. "Gross earnings" for any period
for the purposes of this subparagraph (c) shall be computed by adding to
the net income (determined as hereinafter provided) of the Corporation for
said period the amount deducted for interest on all funded indebtedness and
other borrowings of the Corporation in determining such net income. "Net
income" for any period for the purposes of this subparagraph (c) shall be
determined in accordance with accepted accounting principles, not
inconsistent, however, with the requirements of public regulatory
authorities having jurisdiction in the premises, and in determining such
net income for any period, there shall be deducted, in addition to other
items of expense, the amount charged to income for said period on the books
of the Corporation for taxes and provision for depreciation. The Board of
Directors may make adjustments by way of increase or decrease in such net
income to give effect to changes therein resulting from acquisition of
properties or any redemption, acquisition, purchase, sale or exchange of
stock or obligations by the Corporation, whether prior to the issue of any
stock or obligations then to be issued, or in connection with such issue.
In computing net income
<PAGE> 17

for the purposes of this subparagraph (c), adjustments shall be made so as
to eliminate profits or losses from the sale or other disposition of
capital assets and from appreciation or depreciation in value of
capital assets and increases or decreases in book value resulting from
reappraisal (if any) at higher or lower figures.

(iii) Alteration of Terms of Cumulative Preferred Stock, etc. The
Corporation shall not, except when authorized by the vote of the
holders of record of at least two-thirds of the then outstanding shares of
Cumulative Preferred Stock voting separately as a class (1) alter or abolish
any preferential right of any outstanding shares of such stock affecting the
holders of such shares adversely, or (2) create, alter or abolish any
provisions or right in respect of the redemption of any outstanding shares of
such stock affecting the holders of such shares adversely, or (3) abolish any
voting right of the holders of shares of such stock or limit their voting
rights, except as the same may be limited by the voting rights given to new
shares of any class authorized by any certificate filed pursuant to law.
Such vote, however, shall not affect the right of any holder of shares of
Cumulative Preferred Stock not voting in favor of the authorization of any of
the foregoing transactions (designated (1), (2) and (3)) to have such shares
appraised and paid for as contemplated by the provisions of any then
applicable provisions of the statutes of the State of New York.

SIXTH: The designation of each series of Cumulative Preferred Stock of
the Corporation, and a statement of the variations in the relative rights,
preferences and limitations as between series to the extent not set forth in
Article FIFTH of this Certificate, as fixed by the Board of Directors of the
Corporation before issuance of each such series, are as follows:

(a) An initial series of Sixty Thousand (60,000) shares of the
Cumulative Preferred Stock of the Corporation, which shares are
designated "Cumulative Preferred Stock, 5% Series" (herein called the
"initial series").
<PAGE> 18

The rate of dividends payable upon the initial series shall be 5% of
the par value thereof per annum, payable quarterly on the first days of
January, April, July and October in each year.

The Corporation may redeem all or any part of the initial series at any
time or times and from time to time, on the terms and conditions with respect
thereto set forth in subdivision (D) of Article FIFTH of this Certificate, by
paying, in the case of each such share to be redeemed, the par value thereof
plus an amount computed at the annual dividend rate of 5% of said par value
from the date from which said dividends on such share became cumulative to the
date fixed for redemption, less the aggregate of such dividends theretofore or
on such redemption date paid thereon, plus a premium of $1 per share.

(b) A second series of Forty Thousand (40,000) shares of the Cumulative
Preferred Stock of the Corporation, which shares are designated "Cumulative
Preferred Stock, Second 5% Series" (herein called the "second series").

The rate of dividends payable upon the second series shall be 5% of the
par value thereof per annum, payable quarterly on the first days of January,
April, July and October in each year.

The Corporation may redeem all or any part of the second series at any
time or times and from time to time, on the terms and conditions with respect
thereto set forth in subdivision (D) of Article FIFTH of this Certificate, by
paying, in the case of each such share to be redeemed, the par value thereof
plus an amount computed at the annual dividend rate of 5% of said par value
from the date from which said dividends on such share became cumulative to the
date fixed for such redemption, less the aggregate of such dividends
theretofore or on such redemption date paid thereon, plus a premium of $2 per
share if the redemption date shall be prior to July 1, 1971 and of $1 per share
if the redemption date shall be on or subsequent to July 1, 1971.
<PAGE> 19

(c) A third series of Fifty Thousand (50,000) shares of the
Cumulative Preferred Stock of the Corporation, which shares are designated
"Cumulative Preferred Stock, 5.65% Series" (herein called the "third series").

The rate of dividends payable upon the third series shall be 5.65% of
the par value thereof per annum, payable quarterly on the first days of
January, April, July and October in each year.

The Corporation may redeem all or any part of the third series at any
time or times and from time to time, on the terms and conditions with respect
thereto set forth in subdivision (D) of Article FIFTH of this Certificate, by
paying, in the case of each such share to be redeemed, the par value thereof
plus an amount computed at the annual dividend rate of 5.65% of said par value
from the date from which said dividends on such share became cumulative to the
date fixed for such redemption, less the aggregate of such dividends
theretofore or on such redemption date paid thereon, plus a premium of $7 per
share if the redemption date shall be on or prior to October 1, 1971; of $5 per
share if the redemption date shall be subsequent to October 1, 1971 but on or
prior to October 1, 1976; of $3 per share if the redemption date shall be
subsequent to October 1, 1976 but on or prior to October 1, 1981; and of $1 per
share if the redemption date shall be subsequent to October 1, 1981.

(d) A fourth series of Fifty Thousand (50,000) shares of the Cumulative
Preferred Stock of the Corporation, which shares are designated "Cumulative
Preferred Stock, 4.60% Series" (herein called the "fourth series").

The rate of dividends payable upon the fourth series shall be 4.60% of
the par value thereof per annum, payable quarterly on the first days of
January, April, July and October in each year.

The Corporation may redeem all or any part of the fourth series at any
time or times and from time to time, on the terms and conditions with respect
thereto set forth in subdivision (D) of Article FIFTH of this Certificate, by
<PAGE> 20

paying, in the case of each such share to be redeemed, the par value thereof
plus an amount computed at the annual dividend rate of 4.60% of said par value
from the date from which said dividends on such share became cumulative to the
date fixed for such redemption, less the aggregate of such dividends
theretofore or on such redemption date paid thereon, plus a premium of $5.00
per share if the redemption date shall be on or prior to September 30, 1968; of
$3.50 per share if the redemption date shall be subsequent to September 30,
1968 but on or prior to September 30, 1973; of $2.50 per share if the
redemption date shall be subsequent to September 30, 1973 but on or prior to
September 30, 1978; and of $1.00 per share if the redemption date shall be
subsequent to September 30, 1978; provided, however, that, prior to October 1,
1968, shares of the fourth series shall not be redeemed, directly or
indirectly, by the application of borrowed funds or the proceeds of the issue
of any stock ranking prior to or on a parity with the fourth series if such
borrowed funds have an interest cost, or such shares have a dividend cost, to
the Corporation of less than 4.60% per annum.

(e) A fifth series of fifteen thousand (15,000) shares of the
Cumulative Preferred Stock of the Corporation, which shares are designated
"Convertible Preferred Stock 5% Series" (herein called the "fifth series").

The rate of dividends payable upon the fifth series shall be 5% of the
par value thereof per annum payable quarterly on the first days of January,
April, July and October in each year.

The Corporation may redeem all or any part of the fifth series at any
time or times and from time to time, on or after April 1, 1979, on the terms
and conditions with respect thereto set forth in subdivision (D) of Article
FIFTH of this certificate, by paying, in the case of each share to be redeemed,
the par value thereof plus an amount computed at the annual dividend rate of 5%
of said par value from the date from which said dividends on such share became
cumulative to the date fixed for such redemption, less the aggregate of such
dividends theretofore or on such redemption date paid thereon, plus a premium
of $5 per share
<PAGE> 21

if the redemption date shall be on or prior to April 1, 1981; of $3 per
share if the redemption date shall be subsequent to April 1, 1982, but on or
prior to April 1, 1983; of $1 per share if the redemption date shall be
subsequent to April 1, 1983, but on or prior to April 1, 1984; and no premium
if the redemption date shall be subsequent to April 1, 1984.

The conversion rights of shares of the fifth series shall be as
follows:

(i) Shares of the fifth series may at any time after the date of
issue, at the option of the holder, be converted into Common Stock of
the Corporation (as such shares may be constituted on the conversion date) at
the rate of four (4) shares of Common Stock for each share of the fifth
series, subject to adjustment as provided herein; provided that, as to any
shares of the fifth series which shall have been called for redemption, the
conversion right shall terminate at the close of business on the business day
prior to the date fixed for redemption unless default shall be made in the
payment of the redemption price plus accrued and unpaid dividends.

(ii) The holder of a share or shares of the fifth series may exercise
the conversion rights as to any thereof by delivering to the Corporation
during regular business hours, or at the office of any transfer
agent of the Corporation for the fifth series, if any, or at such other place
as may be designated by the Corporation, the certificate or certificates for
the shares to be converted, duly endorsed or assigned in blank to the
Corporation (if required by it), accompanied by written notice stating that
the holder elects to convert such shares and stating the name or names (with
address) in which the certificate or certificates for Common Stock are to be
issued. Conversion shall be deemed to have been effected on the date when
such delivery is made, and such date is referred to herein as the "conversion
date". As promptly as practicable thereafter, the Corporation shall issue
and deliver to or upon the written order of such holder, at such office or
other place designated by the Corporation, a certificate or certificates for
the number of full shares of Common Stock to which he is
<PAGE> 22

entitled and a check, cash, scrip certificate or other adjustment in respect
of any fraction of a share as provided in paragraph (e)(iv) below. The person
in whose name the certificates for Common Stock are to be issued shall be
deemed to have become a holder of Common Stock of record at the close of
business on the conversion date unless the transfer books of the Corporation
are closed on that date, in which event he shall be deemed to have become a
holder of Common Stock of record at the opening of business on the next
succeeding date on which the transfer books are open, but the conversion rate
shall be that in effect on the conversion date.

(iii) No payment or adjustment shall be made for dividends accrued on
any shares of the fifth series converted or for dividends on any shares of
Common Stock issuable on conversion, but until all dividends accrued and unpaid
on the fifth series up to the quarterly dividend payment date next preceding
the conversion date shall have been paid to the holder of the shares of the
fifth series converted or to his assigns, or declared and set apart for such
payment, in full, no dividend shall be paid or set apart for payment or
declared on the Common Stock or on any other class of stock of the Corporation
ranking as to dividends subordinate to the fifth series and no payment shall be
made with respect to any purchase or acquisition of, or to any sinking fund
with respect to, any class of stock of the Corporation ranking as to dividends
or distribution of assets on a parity with or subordinate to the fifth series.

(iv) The Corporation shall not be required to issue any fraction of a
share upon conversion of any share or shares of the fifth series. If more than
one share of the fifth series shall be surrendered for conversion at one time
by the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the total number of shares
of the fifth series so surrendered. If any fractional interest in a share of
Common Stock would be deliverable upon conversion, the Corporation shall make
an adjustment therefore in cash unless its Board of Directors shall have
determined to adjust fractional interests by issuance of scrip
<PAGE> 23

certificates or in some other manner. Adjustment in cash shall be made on
the basis of the current market value of one share of Common Stock, which shall
be taken to be the last sale price, regular way, of the Corporation's Common
Stock on the New York Stock Exchange on the last trading day before the
conversion date, or, if there is no reported sale on that day, the average of
the closing bid and asked quotations, regular way, on that Exchange on that day
or, if the Common Stock is not listed or admitted to trading on such Exchange,
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if it is not listed or admitted to trading on
any national securities exchanges, the average of the closing bid and asked
prices in the over-the-counter market on that date as furnished by any
securities broker or dealer selected from time to time by the Corporation for
that purpose.

(v) The issuance of Common Stock on conversion of the fifth series
shall be without charge to the converting holder of the fifth series for any
fee, expense or tax which may be payable in respect of any transfer involved in
the issuance and delivery of shares in any name other than that of the holder
of record on the books of the Corporation of the shares of the fifth series
converted, and the Corporation shall not, in any such case, be required to
issue or deliver any certificate for shares of Common Stock unless and until
the person requesting the issuance thereof shall have paid to the Corporation
the amount of such fee, expense or tax or shall have established to the
satisfaction of the Corporation that such fee, expense or tax has been paid.

(vi) The conversion rate provided in paragraph (e)(i) shall be subject
to the following adjustments, which shall be made to the nearest one-hundredth
of a share of Common Stock or, if none, to the next lower one-hundredth:

(A) In case the Corporation shall declare a dividend on its
Common Stock in shares of its capital stock, subdivide its outstanding
shares of Common Stock, combine its outstanding shares of Common Stock
into a smaller number of shares, or issue by
<PAGE> 24

reclassification of its Common Stock (including any such
reclassification in connection with a consolidation or merger in which
the Corporation is the continuing corporation) any shares of its
capital stock, the conversion rate in effect at the time of the record
date for such dividend or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so
that the holder of any of the fifth series surrendered for conversion
after such time shall be entitled to receive the kind and amount of
shares which he would have owned or have been entitled to receive had
the fifth series been converted immediately prior to such time. Such
adjustment shall be made successively whenever any event listed above
shall occur.

(B) In case the Corporation shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after such record
date) to subscribe for or purchase shares of Common Stock at a price
per share less than the Current Market Price (as defined below) on
such record date, the number of shares of Common Stock into which each
share of the fifth series shall be convertible after such record date
shall be determined by multiplying the number of shares of Common
Stock into which such share of the fifth series was convertible
immediately prior to such record date by a fraction, of which the
numerator shall be the sum of the total number of shares of Common
Stock outstanding immediately prior to such record date and the number
of additional shares of Common Stock to be offered for subscription or
purchase, and of which the denominator shall be the sum of the total
number of shares of Common Stock outstanding immediately prior to such
record date and the number of shares of Common Stock which the
aggregate offering price (without deduction for expenses or
commissions of any kind) of the total number of shares so to be
offered would purchase at such Current Market Price. Such adjustment
shall be made successively whenever such a record date is fixed; and
in the event that such rights or warrants are not so issued, the
conversion rate shall again be
<PAGE> 25

adjusted to be the conversion rate which would then be in
effect if such record date had not been fixed.

(C) In case the Corporation shall fix a record date for the
making of a distribution to all holders of its Common Stock (including
any such distribution made in connection with a consolidation or
merger in which the Corporation is the continuing corporation) of
evidences of its indebtedness or assets (excluding dividends paid in,
or distributions of, its capital stock, or cash paid out of earned
surplus) or subscription rights or warrants (excluding those referred
to in subparagraph (vi)(B)), then in each such case the number of
shares of Common Stock into which each share of the fifth series shall
be convertible after such record date shall be determined by
multiplying the number of shares of Common Stock into which such share
of the fifth series was convertible immediately prior to such record
date by a fraction, of which the numerator shall be the Current Market
Price on such record date, and of which the denominator shall be the
Current Market Price on such record date less the fair market value
(as determined by the Board of Directors of the Corporation, whose
determination shall be conclusive, and described in a certificate of
an officer of the Corporation filed in the Corporation's records) of
the portion of the assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to
one share of Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such
distribution is not so made, the conversion rate shall again be
adjusted to be the conversion rate which would then be in effect if
such record date had not been fixed.

(D) For the purpose of any computation under subparagraphs
(vi)(B) and (vi)(C) above, the "Current Market Price" on any record
date shall be deemed to be the average of the daily closing prices per
share of Common Stock for the 30 consecutive business days commencing
45 business days before such date. The closing price for each day
shall be the last sale
<PAGE> 26

price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in
either case on the New York Stock Exchange, or, if the Common Stock
is not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if it is not listed or admitted to
trading on any national securities exchange, the average of the
closing bid and asked prices in the over-the-counter market on that
date as furnished by any securities broker or dealer selected from
time to time by the Corporation for that purpose. The closing price
determined as stated above is herein called the "closing price".

(E) No adjustment in the conversion rate shall be required
unless such adjustment would require an increase or decrease in such
rate of at least one-twentieth of a share; provided, however, that any
adjustments which by reason of this subparagraph (E) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this paragraph (e)(vi)
shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

(F) In the event that at any time, as a result of an
adjustment made pursuant to subparagraph (vi)(A) above, the holder of
any of the fifth series thereafter surrendered for conversion shall
become entitled to receive any shares of the Corporation other than
shares of its Common Stock, thereafter the number of such other shares
so receivable upon conversion of any of the fifth series shall be
subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in this paragraph (e)(vi).

No adjustment of the conversion rate provided in subparagraph
(e)(i) shall be made by reason of the issuance of Common Stock for
cash except as provided in subparagraph (e)(vi)(B), or by reason of
the issuance
<PAGE> 27

of Common Stock for property or services; provided, that no
such issuance of Common Stock for cash, property, or services shall be
made unless the Board of Directors shall first have made a
determination that consideration to be received with respect to any
such issuance of Common Stock is fair and reasonable under the
particular circumstances. Whenever the conversion rate is adjusted
pursuant to this paragraph (e)(vi), advice of such adjusted conversion
rate shall be sent to the holders of the fifth series at or about the
time of the next dividend payment on such fifth series.

(vii) In case of any reclassification or change of the outstanding
shares of Common Stock of the Corporation (except a split or combination of
shares) or in case of any consolidation or merger to which the Corporation is a
party (except a merger in which the Corporation is the surviving corporation
and which does not result in a reclassification of or change in the outstanding
Common Stock of the Corporation except a split or combination of shares) or in
case of any sale or conveyance to another corporation of all or substantially
all of the property of the Corporation or by the successor or purchasing
corporation so that the holder of each share of the fifth series then
outstanding shall thereafter have the right to convert such share into the kind
and amount of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock of the Corporation into which such
share of the fifth series might have been converted immediately prior thereto,
and that there shall be subsequent adjustments of the conversion rate which
shall be equivalent, as nearly as practicable, to the adjustments provided for
in paragraph (e)(vi) above. The provisions of this paragraph (e)(vii) shall
similarly apply to successive reclassifications, changes, consolidations,
mergers, sales or conveyances.

(viii) Shares of Common Stock issued on conversion of shares of the
fifth series shall be issued as fully paid shares and shall be non-assessable
by the Corporation. The Corporation shall at all times reserve and keep
available, free from preemptive rights for the purpose of effecting the
<PAGE> 28

conversion of the fifth series, such number of its duly authorized
shares of Common Stock as shall be sufficient to effect the conversion of
all outstanding shares of the fifth series.

(ix) Shares of the fifth series converted as provided herein shall be
cancelled, shall no longer be deemed outstanding, and shall revert to the
status of authorized, unissued Preferred Stock of the Corporation, and the
Board of Directors shall have authority to issue such Preferred Stock with
such relative rights, preferences and privileges as it may fix and as if
such stock had not been issued as a part of the initial series of the
Preferred Stock.
SEVENTH: (A) Notwithstanding any other provision of this Certificate,
outstanding shares of Common Stock held by Disqualified Holders (as hereinafter
defined in subdivision (ii) of Paragraph (B) of this Article SEVENTH) shall
always be subject to redemption by the Corporation to the extent necessary, in
the judgment of the Board of Directors, to prevent the loss or secure the
renewal or reinstatement of any license or franchise from any governmental
agency held by the Corporation or any of its Subsidiaries (as hereinafter
defined in subdivision (v) of Paragraph (B) of this Article SEVENTH) to conduct
any portion of the business of the Corporation or any of its Subsidiaries,
which license or franchise is conditioned upon some or all of the holders of
the stock of the Corporation possessing prescribed qualifications. The terms
and conditions of such redemption shall be as follows, subject in any case to
any additional or different rights of a particular Disqualified Holder or of
the Corporation pursuant to any contract or agreement between such Disqualified
Holder and the Corporation:

(i) the redemption price of the shares to be redeemed pursuant to this
Article SEVENTH shall be equal to the Current Market Value (as hereinafter
defined in subdivision (i) of Paragraph (B) of this Article SEVENTH) of
such shares; provided that such redemption price as to any Disqualified
Holder who purchased such shares after November 18, 1994, and within one
year of the Redemption Date (as hereinafter defined in subdivision (iii) of
paragraph (B) of this Article SEVENTH) shall not (unless otherwise
determined by the Board of Directors) exceed the purchase price paid by
such Disqualified Holder for such shares;
<PAGE> 29

(ii) the redemption price of such shares may be paid in cash,
Redemption Securities (as hereinafter defined in subdivision (iv) of
Paragraph (B) of this Article SEVENTH) or any combination thereof;

(iii) if less than all of the shares held by Disqualified Holders are
to be redeemed, the shares to be redeemed shall be selected in such manner
as shall be determined by the Board of Directors, which may include
selection first of the most recently purchased shares thereof, selection by
lot or selection in any other manner determined by the Board of Directors
to be equitable;

(iv) at least ten days' written notice of the Redemption Date shall be
given to the record holders of the shares selected to be redeemed (unless
waived in writing by any such holder), provided that the Redemption Date
may be the date on which written notice shall be given to record holders if
the cash or Redemption Securities necessary to effect the redemption shall
have been deposited in trust for the benefit of such record holders and
subject to immediate withdrawal by them upon surrender of the stock
certificates for their shares to be redeemed;

(v) on the Redemption Date, unless the Corporation shall have defaulted
in paying or setting aside for payment the cash or Redemption Securities
payable upon such redemption, any and all rights of Disqualified Holders in
respect of shares so redeemed (including without limitation any rights to
vote or participate in dividends), shall cease and terminate, and from and
after such Redemption Date such Disqualified Holders shall be entitled only
to receive the cash or Redemption Securities payable upon redemption of the
shares so redeemed; and

(vi) such other terms and conditions as the Board of Directors shall
determine.

(B) For purposes of this Article SEVENTH:

(i) "Current Market Value" of a share of Common Stock shall mean the
average of the daily closing prices for such a share for the 20 consecutive
trading days commencing on
<PAGE> 30

the 22nd trading day prior to the date on which notice of redemption
shall be given pursuant to subdivision (iv) of paragraph (A) of this
Article SEVENTH (or, if such notice shall have been waived, the date that
is ten days prior to the Redemption Date). The closing price for each day
shall be the closing price on the New York Stock Exchange Composite Tape,
or, if the Common Stock is not quoted on such Composite Tape, on the New
York Stock Exchange, Inc., or if such stock is not listed on such exchange,
on the principal United States registered securities exchange on which such
stock is listed, or if such stock is not listed on any such exchange, the
average of the closing bid and asked prices as reported by the electronic
inter-dealer quotation system operated by NASDAQ, Inc. or a similar source
selected from time to time by the Corporation for the purpose, or if no
such prices or quotations are available, the fair market value on the
applicable day as determined by the Board of Directors in good faith.

(ii) "Disqualified Holder" shall mean any holder of shares of Common
Stock of the Corporation whose continued holding of such stock, either
individually or taken together with the holding of shares of stock of the
Corporation by any other holder or holders of shares of stock of the
Corporation, may result, in the judgment of the board of directors, in the
loss of, or the failure to secure the renewal or reinstatement of, any
license or franchise from any governmental agency held by the Corporation
or any of its Subsidiaries to conduct any portion of the business of the
Corporation or any of its Subsidiaries.

(iii) "Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation
pursuant to this Article SEVENTH.

(iv) "Redemption Securities" shall mean any debt or equity securities
of the Corporation, any of its Subsidiaries or any other corporation, or
any combination thereof, having such terms and conditions as shall be
approved by the Board of Directors and which, together with any cash to be
paid as part of the redemption price, in the opinion of any nationally
recognized investment banking firm
<PAGE> 31

selected by the Board of Directors (which may be a firm which provides
other investment banking, brokerage or other services to the Corporation),
has a value, at the time notice of redemption is given pursuant to
subdivision (iv) of paragraph (A) of this Article SEVENTH (or, if such
notice shall have been waived, the date that is ten days prior to the
Redemption Date), at least equal to the price required to be paid pursuant
to subdivision (i) of paragraph (A) of this Article SEVENTH (assuming, in
the case of Redemption Securities to be publicly traded, such Redemption
Securities were fully distributed and subject only to normal trading
activity).

(v) "Subsidiary" shall mean any corporation or other entity of which
at least a majority of the voting power of the voting equity securities or
equity interest is owned, directly or indirectly, by the Corporation.

EIGHTH: The term of existence of the Corporation shall be perpetual.

NINTH: The number of directors of the Corporation shall be not less
than nine (9).

TENTH: The office of the Corporation in the State of New York is
located in the County of Monroe. The Secretary of State of the State of New
York is hereby designated as an agent of the Corporation upon whom all process
in any action or proceeding against the Corporation may be served within the
State of New York. The address to which the Secretary of State shall mail a
copy of any process which may be served upon him is 180 South Clinton Avenue,
Rochester, New York 14646-0700, Attention: Secretary.

ELEVENTH: No director of the Corporation shall be personally
liable to the Corporation or its shareowners for damages for any breach of duty
as a director unless the elimination or limitation of liability is expressly
prohibited by the New York Business Corporation Law as currently in effect or
as it may be amended. No amendment, modification or repeal of this Article
shall adversely affect any right or protection of any director that exists at
the time of such change.
<PAGE> 32

This Restatement of the Certificate of Incorporation of the Corporation
was authorized by a resolution adopted by the Board of Directors of the
Corporation at a meeting thereof duly called and held, followed by the
affirmative votes of the holders of the requisite percentage of the outstanding
shares of Common Stock of the Corporation, cast in person or by proxy, at the
Special Meeting of Shareowners held on December 19, 1994, and, in addition,
with respect to the authorization of a new class of preferred stock, by the
affirmative votes of the holders of the requisite percentage of the outstanding
shares of the Cumulative Preferred Stock, cast in person or by proxy, at a
Special Meeting of Cumulative Preferred Shareowners held on December 19, 1994.
The aforementioned Special Meetings were held upon notice, pursuant to Section
605 of the Business Corporation Law, to every shareholder of record entitled to
vote thereon, and neither the Restated Certificate of Incorporation, as
amended, nor any other Certificate filed pursuant to law require a larger
proportion of votes.

IN WITNESS WHEREOF, this restated certificate has been subscribed this
24th day of January, 1995 by the undersigned, who affirm that the statements
made herein are true under the penalties of perjury.

/s/ John K. Purcell
------------------------------
John K. Purcell
Corporate Vice President

/s/ Josephine S. Trubek
------------------------------
Josephine S. Trubek
Corporate Secretary

<PAGE> 1
Exhibit 4.4

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

FRONTIER CORPORATION

(Under Section 805 of the
Business Corporation Law of the State of New York)

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

We, the undersigned, JOHN K. PURCELL and JOSEPHINE S. TRUBEK, being
respectively a Corporate Vice President and the Corporate Secretary of Frontier
Corporation, do hereby CERTIFY that:

1. The name of the Corporation is "Frontier Corporation". The name
under which the Corporation was incorporated is "ROCHESTER TELEPHONE
CORPORATION".

2. The Certificate of Incorporation of the Corporation was filed in
the Department of State of the State of New York on February 25, 1920. A
Restated Certificate of Incorporation was filed in the Department of State of
the State of New York on April 2, 1968. A second Restated Certificate of
Incorporation was filed in the Department of State of the State of New York on
February 17, 1995 (such second Restated Certificate of Incorporation, the
"Restated Certificate of Incorporation").

3. The Restated Certificate of Incorporation is hereby amended to add
a provision to Article FOURTH thereof stating the number, designation, relative
rights, preferences and limitations of the Series A Junior Participating Class
A Preferred Stock as fixed by the Board of Directors of the Corporation and to
set forth in full the text of such provision. To effect the foregoing, Article
FOURTH of the Restated Certificate of Incorporation is amended to add the
following at the end of such Article FOURTH:

I. Series A Junior Participating Class A Preferred Stock

There is hereby established a series of Class A Preferred Stock of the
number and designation, and having relative rights, preference and limitations
as follows:

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating

<PAGE> 2
Class A Preferred Stock" (the "Series A Preferred Stock") and the number of
shares constituting the Series A Preferred Stock shall be 3,000,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise
of outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of
Preferred Stock of the Corporation (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock, in preference to the holders of Common
Stock of the Corporation and of any other stock of the Corporation ranking
junior to the Series A Preferred Stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of January, April,
July, and October in each year (each such date being referred to herein as a
"Dividend Payment Date"), commencing on the first Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of Common Stock,
declared on the Common Stock since the immediately preceding Dividend Payment
Date or, with respect to the first Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

-2-
<PAGE> 3
(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Dividend Payment Date and the next subsequent
Dividend Payment Date, a dividend of $1 per share on the Series A Preferred
Stock shall nevertheless be payable, when, as and if declared, on such
subsequent Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative, whether or
not earned or declared, on outstanding shares of Series A Preferred Stock from
the Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for the
first Dividend Payment Date, in which case dividends on such shares shall begin
to accrue from the date of issue of such shares, or unless the date of issue is
a Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 50 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights;

(A) Subject to the provision for adjustment hereinafter set forth
and except as otherwise provided herein or in the Restated Certificate of
Incorporation or required by law, each share of Series A Preferred Stock shall
entitle the holder thereof to 100 votes on all matters upon which the holders of
the Common Stock of the Corporation are entitled to vote. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common

-3-
<PAGE> 4
Stock, then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or in the Restated Certificate
of Incorporation or in any other Certificate of Amendment creating a series of
Preferred Stock or any similar stock, and except as otherwise required by law,
the holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not earned or declared, on shares of Series A Preferred Stock outstanding
shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions,
on any shares of stock ranking junior (as to dividends) to the Series A
Preferred Stock;

(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (as to dividends) with the
Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable
or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time

-4-

<PAGE> 5
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (as
to dividends and upon dissolution, liquidation or winding up) to the
Series A Preferred Stock or rights, warrants or options to acquire such
junior stock;

(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.

Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (A) to the holders of the Common Stock or of shares of any other stock
of the Corporation ranking junior, upon liquidation, dissolution or winding up,
to the Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
earned or declared, to the date of such payment, provided that the holders of
shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (B) to the holders of shares of stock ranking on a
parity upon liquidation, dissolution or winding up with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
such parity stock in proportion to the total

-5-
<PAGE> 6
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are converted into, exchanged for or changed into
other stock or securities, cash and/or any other property, then in any such case
each share of Series A Preferred Stock shall at the same time be similarly
converted into, exchanged for or changed into an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is converted, exchanged or converted. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the conversion, exchange or change of shares
of Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable from any holder.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets upon liquidation,
dissolution or

-6-
<PAGE> 7
winding up of the Corporation, junior to all other series of Preferred
Stock and senior to the Common Stock.

Section 10. Amendment. If any proposed amendment to the Restated
Certificate of Incorporation (including this Certificate of Amendment)
would alter, change or repeal any of the preferences, powers or special
rights given to the Series A Preferred Stock so as to affect the Series A
Preferred Stock adversely, then the holders of the Series A Preferred Stock
shall be entitled to vote separately as a class upon such amendment, and
the affirmative vote of two-thirds of the outstanding shares of the Series
A Preferred Stock, voting separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as may be required by the
Business Corporation Law of the State of New York.

Section 11. Fractional Shares. Series A Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Preferred Stock.

4. This Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation was authorized by a majority vote of the Board
of Directors of the Corporation pursuant to Section 502 of the Business
Corporation Law of the State of New York.

IN WITNESS WHEREOF, the undersigned have executed and subscribed this
Certificate of Amendment of the Restated Certificate of Incorporation of the
Corporation this 9th day of April, 1995.

John K. Purcell
------------------------------
John K. Purcell
Corporate Vice President

Josephine S. Trubek
------------------------------
Josephine S. Trubek
Corporate Secretary

-7-

<PAGE> 1
Exhibit 5.1

[FRONTIER LETTERHEAD]

January 2, 1996

Board of Directors
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646

Ladies and Gentlemen:

I am the Corporate Counsel of Frontier Corporation, a New York business
corporation (the "Company"), and am delivering this opinion letter in
connection with its registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission relating to the
proposed public offering of up to $500,000,000 in aggregate amount of one or
more series of (i) unsecured debt securities (the "Debt Securities"), (ii)
Class A Preferred Stock, $100.00 par value (the "Class A Preferred Stock"),
(iii) Cumulative Preferred Stock, $100.00 par value (the "Cumulative Preferred
Stock"; the Class A Preferred Stock and Cumulative Preferred Stock are
hereinafter collectively preferred to as the "Preferred Shares"); (iv) common
stock, $1.00 par value (the "Common Shares"), or (v) warrants to purchase
Common Shares (the "Securities Warrants" and, together with the Debt
Securities, Preferred Shares and Common Shares, the "Securities"), all of which
Securities may be offered and sold by the Company from time to time as set
forth in the prospectus which forms a part of the Registration Statement (the
"Prospectus"), and as to be set forth in one or more supplements to the
Prospectus (each, a "Prospectus Supplement").

I assume that the issuance, sale, amount and terms of the Securities to be
offered from time to time will be duly authorized and determined by proper
action of the Board of Directors of the Company (each, a "Board Action") in
accordance with the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), and applicable
New York law. I further assume that (i) any senior Debt Securities will be
issued pursuant to a "Senior Debt Indenture" and any subordinated Debt
Securities will be issued pursuant to a "Subordinated Debt Indenture", the
forms of which are filed as Exhibits 4.1 and 4.2, respectively, to the
Registration Statement, and (ii) any Securities Warrants will be issued under
one or
<PAGE> 2

more warrant agreements (each, a "Warrant Agreement"), each to be between the
Company and a financial institution identified therein as a warrant agent
(each, a "Warrant Agent").

For purposes of this opinion letter, I have examined copies of the following
documents:

1. An executed copy of the Registration Statement.

2. The Certificate of Incorporation, as certified by the Assistant Secretary
of the Company on the date hereof as then being complete, accurate and in
effect.

3. The Bylaws of the Company, as certified by the Assistant Secretary of the
Company on the date hereof as then being complete, accurate and in effect.

4. The forms of Indenture between the Company and the Bank to be named
therein, filed as Exhibits 4.1 and 4.2, respectively, to the Registration
Statement (the "Indentures").

5. Resolutions of the Board of Directors of the Company adopted on September
18, 1995, as certified by the Assistant Secretary of the Company on
November 15, 1995 as then being complete, accurate and in effect, relating
to the filing of the Registration Statement and related matters.

I have not, except as specifically identified above, made any independent
review or investigation of factual or other matters, including the
organization, existence, good standing, assets, business or affairs of the
Company. In my examination of the aforesaid documents, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to me, and
the conformity with the original documents of all documents submitted to me as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.

<PAGE> 3

January 2, 1996
Board of Directors
Page 3

This opinion letter is based as to matters of law solely on the New York
Business Corporation Law and New York contract law. I express no opinion
herein as to any other laws, statutes, regulations, or ordinances.

Based upon, subject to and limited by the foregoing, I am of the opinion that,
as of the date hereof:

1. When the Registration Statement has become effective under the Securities
Act of 1933 (the "Act") and when the Debt Securities have been (a) duly
established by an Indenture or any supplemental indenture thereto, (b) duly
authorized and established by applicable Board Action and duly authenticated
by the Trustee, and (c) duly executed and delivered on behalf of the Company
against payment therefor in accordance with the terms of such Board Action,
any applicable underwriting agreement, an Indenture and any applicable
supplemental indenture, and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, the Debt Securities will
constitute binding obligations of the Company, enforceable in accordance with
the terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights (including, without
limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and as may be
limited by the exercise of judicial discretion and the application of
principles of equity, including, without limitation, requirements of good
faith, fair dealing, conscionability and materiality (regardless of whether
the Debt Securities are considered in a proceeding in equity or at law).

2. When the Registration Statement has become effective under the Act and
when a series of the Preferred Shares has been duly authorized and established
by applicable Board Action, in accordance with the terms of the Certificate of
Incorporation and applicable law, and, upon issuance and delivery of
certificates for such Preferred Shares against payment therefor in accordance
with the terms of such Board Action and any applicable underwriting agreement,
and as contemplated by the Registration Statement and/or the applicable
Prospectus Supplement, the shares represented by such certificates will be
validly issued, fully paid and non-assessable.

3. When the Registration Statement has become effective under the Act, upon
due authorization by Board Action of an issuance of Common Shares, and upon
issuance and delivery of certificates for Common Shares against

<PAGE> 4

January 2, 1996
Board of Directors
Page 4

payment therefor in accordance with the terms of such Board Action and any
applicable underwriting agreement, and as contemplated by the Registration
Statement and/or the applicable Prospectus Supplement, the shares represented
by such certificates will be validly issued, fully paid and non-assessable.

4. When the Registration Statement has become effective under the Act and
when the Securities Warrants have been (a) duly established by the related
Warrant Agreement, (b) duly authorized and established by applicable Board
Action and duly authenticated by the Warrant Agent, and (c) duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms of such Board Action, any applicable underwriting agreement and the
applicable Warrant Agreement and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, the Securities Warrants will
constitute binding obligations of the Company, enforceable in accordance with
their terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights
(including, without limitation, the effect of statutory and other law
regarding fraudulent conveyances, fraudulent transfers and preferential
transfers) and as may be limited by the exercise of judicial discretion and
the application of principles of equity, including, without limitation,
requirements of good faith, fair dealing, conscionability and materiality
(regardless of whether the Securities Warrants are considered in a proceeding
in equity or at law).

To the extent that the obligations of the Company under an Indenture may be
dependent upon such matters, I assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid and binding obligation of the Trustee enforceable against the
Trustee in accordance with its terms; that the Trustee is in compliance, with
respect to acting as a trustee under the Indenture, with all applicable laws
and regulations; and that the Trustee has the requisite organizational and
legal power and authority to perform its obligations under the Indenture.

To the extent that the obligations of the Company under any Warrant Agreement
may be dependent upon such matters, I assume for purposes of this opinion that
the applicable Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to

<PAGE> 5

January 2, 1996
Board of Directors
Page 5

engage in the activities contemplated by the Warrant Agreement; that the
Warrant Agreement has been duly authorized, executed and delivered by the
Warrant Agent and constitutes the legally valid and binding obligation of the
Warrant Agent enforceable against the Warrant Agent in accordance with its
terms; that the Warrant Agent is in compliance, with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent has the requisite organizational and
legal power and authority to perform its obligations under the Warrant
Agreement.

The opinions expressed in Paragraphs (1) and (4) above shall be understood to
mean only that if there is a default in performance of an obligation, (i) if a
failure to pay or other damage can be shown and (ii) if the defaulting party
can be brought into a court which will hear the case and apply the governing
law, then, subject to the availability of defenses and to the exceptions set
forth in Paragraphs (1) and (4), the court will provide a money damage (or
perhaps injunctive or specific performance) remedy.

I assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written
consent of the undersigned.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement.

Sincerely yours,

/s/Helen A. Zamboni
- -------------------
Helen A. Zamboni
Corporate Counsel

<PAGE> 1
EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Thousands, except ratios)

9 mos. ended
9/30/95 (1) 1994 1993 1992 1991 1990
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss)
from continuing
operations 148,978 296,332 202,153 140,119 132,961 65,872

Fixed charges:
Interest expense,
amortization of debt
discount and issuance
expense and accretion
in the carrying value
of redeemable preferred
stock 43,280 52,773 59,352 69,553 66,290 59,355

Rentals:
One third of rental
expense relating to
operating leases 13,347 22,900 22,067 23,200 24,100 25,067

Less: Accretion in
carrying value of
redeemable preferred
stock 0 0 364 1,128 1,686 1,759
--------------------------------------------------------------------------------------------

Total fixed charges: 56,627 75,673 81,055 91,625 88,704 82,663
============================================================================================

Earnings before income
taxes and fixed charges 205,605 372,005 283,208 231,744 221,665 148,335

Ratio of earnings to fixed
charges 3.6 4.9 3.5 2.5 2.5 1.8
============================================================================================

Preferred dividend requirements 890 1,187 1,640 4,442 5,189 5,192

Accretion in carrying value
of preferred stock 0 0 364 1,128 1,686 1,759

Preferred stock requirements 890 1,187 2,004 5,570 6,675 6,951

Ratio of pretax Income
to net icome b/f Pretax 148,978 296,332 202,153 140,119 132,961 65,672
extraordinary Post tax 86,271 187,254 128,644 107,025 80,187 33,087
items ------- ------- ------- ------- ------- ------
1.73 1.58 1.57 1.31 1.66 1.98

Preferred requirements factor 1,540 1,875 3,146 7,297 11,413 13,763
--------------------------------------------------------------------------------------------

Total fixed charges and
preferred stock requirements 58,167 77,549 84,201 98,922 100,117 96,426
============================================================================================

Ratio of earnings to combined
fixed charges and preferred
stock requirements 3.5 4.8 3.4 2.3 2.2 1.5
============================================================================================
</TABLE>

(1) Included in earnings for the nine month period ended September 30, 1996
was a one-time pretax acquisition related charge of $114.2 million
associated with the integration of the Company's 1995 acquisitions as well
as the cost directly associated with effecting the merger with ALC
Communications Corporation. If such a charge had not occurred, the ratios
of earnings to fixed charges and earnings to combined fixed charges and
preferred stock dividend requirements would have been 5.6 and 5.5,
respectively