SERVICE CORPORATION INTERNATIONAL, S-3, 1998-05-29

SERVICE CORPORATION INTERNATIONAL
S-3, 1998-05-29
PERSONAL SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1998

REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
TEXAS 1929 ALLEN PARKWAY 74-1488375
(State or other jurisdiction of HOUSTON, TEXAS 77019 (I.R.S. Employer
incorporation or organization) (713) 522-5141 Identification No.)
(Name, address, including zip code, and telephone number,
including area code, of the registrant's principal executive offices)
</TABLE>

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

<TABLE>
<S> <C>
JAMES M. SHELGER, ESQ. With a copy to:
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY MARCUS A. WATTS
SERVICE CORPORATION INTERNATIONAL LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
1929 ALLEN PARKWAY 3400 CHASE TOWER
HOUSTON, TEXAS 77019 600 TRAVIS STREET
(713) 522-5141 HOUSTON, TEXAS 77002
(Name, address, including zip code, and telephone (713) 226-1200
number,
including area code, of agent for service for each
registrant)
</TABLE>

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
reinvestment plans, please check the following box. [X]

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

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

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

<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) UNIT(2) PRICE(2)(4)(5) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities...................... )
Common Stock(3)...................... )
Warrants............................. ) $950,000,000 100% $950,000,000 $280,250
Junior Participating Preferred Stock )
Purchase Rights (traded with Common )
Stock)............................. )
=================================================================================================================================
</TABLE>

(1) Such indeterminate principal amount of Debt Securities, and such
indeterminate number of shares of Common Stock and Warrants, as may from
time to time be issued at indeterminate prices.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. Pursuant to Rule 429 under the Securities Act of 1933,
as amended, the Prospectus included herein also relates to $50,000,000 of
Securities registered under Registration Statement No. 333-10867 for which a
registration fee of $17,241 was previously paid to the Commission. If any of
such previously registered Securities are offered prior to the effective
date of this registration statement, the amount of such Securities will not
be included in any Prospectus hereunder. The amount of Securities being
registered, together with the remaining Securities registered under
Registration Statement No. 333-10867, represents the maximum amount of
Securities that are expected to be offered for sale.
(3) Also includes such indeterminate number of shares of Common Stock as may be
issued upon conversion of or exchange for any Debt Securities that provide
for conversion or exchange into Common Stock or upon exercise of Warrants
for such Common Stock.
(4) Such amount represents the principal amount of any Debt Securities issued at
their principal amounts, the issue price rather than the principal amount of
any Debt Securities issued at an original issue discount, the amount
computed pursuant to Rule 457(c) for any Common Stock and the issue price of
any Warrants, but not the exercise price of any Securities issuable upon the
exercise of Warrants.
(5) No separate consideration will be received for the Common Stock issuable
upon conversion of or in exchange for Debt Securities.

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

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

SUBJECT TO COMPLETION DATED MAY 29, 1998

PROSPECTUS

$1,000,000,000

SERVICE CORPORATION INTERNATIONAL

COMPANY DEBT SECURITIES, COMMON STOCK
AND COMMON STOCK WARRANTS

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

Service Corporation International (the "Company" or "SCI") may from time to
time offer (i) debt securities (the "Company Debt Securities"), which may be any
of senior debt securities (the "Company Senior Debt Securities"), senior
subordinated debt securities (the "Company Senior Subordinated Debt Securities")
or subordinated debt securities (the "Company Subordinated Debt Securities"), in
each case consisting of debentures, notes and/or other unsecured evidences of
indebtedness, (ii) Common Stock, par value $1.00 per share ("Common Stock" or
"SCI Common Stock"), along with Junior Participating Preferred Stock Purchase
Rights, and (iii) warrants to purchase Common Stock ("Common Stock Warrants").
The Company Debt Securities, the Common Stock, along with Junior Participating
Preferred Stock Purchase Rights, and the Common Stock Warrants are collectively
referred to as the "Securities," and will have an aggregate initial offering
price of up to $1,000,000,000 or the equivalent thereof if Company Debt
Securities are denominated in a currency other than U.S. dollars or in currency
units. The Securities may be offered as separate series, in amounts, at prices
and on terms to be determined at the time of sale.

The accompanying Prospectus Supplement sets forth with regard to the
Securities in respect of which this Prospectus is being delivered the terms of
such Securities, including, where applicable, (i) in the case of Company Debt
Securities, the specific title (including whether senior, senior subordinated or
subordinated and whether or not convertible), aggregate principal amount,
denominations (which may be in U.S. dollars, in any other currency or in
composite currencies), maturity (which may be fixed or extendible), interest
rate, if any (which may be fixed or variable), and time of payment of any
interest, any terms for redemption at the option of the Company or the holder,
any terms for sinking fund payments, any class or classes of stock into which
the Company Debt Securities are convertible or exchangeable and other conversion
or exchange terms, if any, any covenants or events of default that are in
addition to, or deleted or different from, those described herein, any listing
on a securities exchange, the initial public offering price and any other terms
in connection with the offering and sale of such Company Debt Securities, (ii)
in the case of Common Stock, the initial public offering price, and (iii) in the
case of Common Stock Warrants, the duration, exercise price, initial public
offering price and any other terms in connection with the offering and sale of
such Common Stock Warrants.

The Company may sell Securities to or through underwriters, and also may
sell Securities directly to other purchasers or through agents. The accompanying
Prospectus Supplement sets forth the names of any underwriters or agents
involved in the sale of the Securities in respect of which this Prospectus is
being delivered, the amounts, if any, to be purchased by underwriters and the
compensation, if any, of such underwriters or agents.

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.

, 1998
<PAGE> 3

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES AND, IF
THE SECURITIES ARE CONVERTIBLE, THE OUTSTANDING CLASS OR CLASSES OF STOCK OF THE
COMPANY INTO OR FOR WHICH THEY ARE CONVERTIBLE, INCLUDING OVERALLOTMENT AND
STABILIZING TRANSACTIONS IN SUCH SECURITIES. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus or the accompanying Prospectus
Supplement and, if given or made, such other information or representation must
not be relied upon as having been authorized by the Company or any underwriter,
dealer or agent. Neither this Prospectus nor the accompanying Prospectus
Supplement constitutes an offer to sell or a solicitation of any offer to buy
Securities in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus or the accompanying
Prospectus Supplement nor any sale made hereunder or thereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof.

In this Prospectus, references to "dollar" and "$" are to United States
dollars, and the terms "United States" and "U.S." mean the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................... 1
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Use of Proceeds............................................. 3
Ratios of Earnings to Fixed Charges......................... 3
Description of Company Debt Securities...................... 3
Description of Capital Stock................................ 22
Description of Common Stock Warrants........................ 25
Plan of Distribution........................................ 28
Legal Matters............................................... 28
Experts..................................................... 28
</TABLE>
<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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549; 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a Web
site (http://www.sec.gov) that contains all information filed electronically by
the Company with the Commission. In addition, such material can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

Additional information regarding the Company and the Securities is
contained in the Registration Statement, of which this Prospectus is a part, and
the exhibits relating thereto (the "Registration Statement") filed with the
Commission under the Securities Act of 1933, as amended (the "Act"). For further
information pertaining to the Company and the Securities, reference is made to
the Registration Statement, which may be inspected without charge at the office
of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed rates. This Prospectus
and the accompanying Prospectus Supplement do not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Statements made in
this Prospectus and the accompanying Prospectus Supplement as to the contents of
any contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement, reference is made to the exhibit
for a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference.

1
<PAGE> 5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by SCI with the Commission are
incorporated herein by reference:

(i) SCI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

(ii) The Company's Current Report on Form 8-K dated March 24, 1998;

(iii) SCI's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998;

(iv) The Company's Current Report on Form 8-K dated May 14, 1998;

(v) Description of the Company's Series D Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A dated May 14, 1998;

(vi) Description of the Company's capital stock set forth under the
caption "Item 1. Description of Securities to be Registered -- Capital
Stock" in the Form 8, Amendment No. 3, dated September 15, 1982, to the
Company's Registration Statement on Form 8-A; and

(vii) Description of the Company's Series C Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A dated July 26, 1988, as amended by Amendment No. 1
thereto filed under cover of Form 8 and dated May 11, 1990.

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

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the request of any such person, a copy of any
or all of the documents which are incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed to Service
Corporation International, 1929 Allen Parkway, Houston, Texas 77019, Attention:
James M. Shelger, Senior Vice President, General Counsel and Secretary,
telephone number: (713) 522-5141.

2
<PAGE> 6

THE COMPANY

The Company is the largest provider of death care services and products in
the world. As of March 31, 1998, the Company owned and operated 3,166 funeral
service locations, 398 cemeteries and 166 crematoria located in 18 countries on
five continents.

The Company was incorporated in Texas on July 5, 1962. The Company's
principal executive offices are located at 1929 Allen Parkway, Houston, Texas
77019, telephone number: (713) 522-5141. As used herein, unless the context
indicates otherwise, the terms "Company" and "SCI" refer to the Company and its
subsidiaries.

USE OF PROCEEDS

Except as may be otherwise set forth in the Prospectus Supplement
accompanying this Prospectus, the net proceeds to the Company from the sale or
sales of the Securities will be used for general corporate purposes including
(without limitation) repurchases of outstanding long-term debt securities,
capital expenditures, investments in subsidiaries, working capital, repayment of
borrowings under bank credit agreements, acquisitions and other business
opportunities.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the Company's consolidated ratios of
earnings to fixed charges for the periods shown:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
- ---------------------------- ------------------
1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
3.19 3.13 2.84 3.24 4.29 4.69
</TABLE>

For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income from continuing operations before income taxes, less
undistributed income of equity investees which are less than 50% owned, plus the
minority interest of majority-owned subsidiaries with fixed charges and plus
fixed charges (excluding capitalized interest). Fixed charges consist of
interest expense, whether capitalized or expensed, amortization of debt costs,
dividends on preferred securities of SCI Finance LLC and one-third of rental
expense which the Company considers representative of the interest factor in the
rentals.

DESCRIPTION OF COMPANY DEBT SECURITIES

The Company Debt Securities will constitute any of Company Senior Debt
Securities, Company Senior Subordinated Debt Securities or Company Subordinated
Debt Securities and will be issued, in the case of Company Senior Debt
Securities, under a 1998 Senior Indenture (the "Senior Debt Indenture") to be
entered into between the Company and The Bank of New York, as trustee; in the
case of Company Senior Subordinated Debt Securities, under a 1998 Senior
Subordinated Indenture (the "Senior Subordinated Debt Indenture") to be entered
into between the Company and Chase Bank of Texas, National Association ("Chase
Bank of Texas"), as trustee; and, in the case of Company Subordinated Debt
Securities under a 1998 Subordinated Indenture to be entered into between the
Company and Chase Bank of Texas, as trustee (the "Subordinated Debt Indenture").
The Senior Debt Indenture, the Senior Subordinated Debt Indenture and the
Subordinated Debt Indenture are sometimes hereinafter referred to individually
as an "Indenture" and collectively as the "Indentures." Each of The Bank of New
York and Chase Bank of Texas (and any successors thereto as trustees under the
respective Indentures) is hereinafter referred to as the "Trustee" with respect
to the Indenture under which it acts as Trustee. The Indentures are filed as
exhibits to the Registration Statement. The following summaries of certain
provisions of the Indentures and the Company Debt Securities do not purport to
be complete, and such summaries are subject to the detailed provisions of the
applicable Indenture to which reference is hereby made for a full description of
such provisions, including the definition of certain capitalized terms used
herein but not otherwise defined herein. Whenever defined terms of the
applicable Indenture are referred to, such defined terms are incorporated herein
by reference as part of the

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<PAGE> 7

statement made, and the statement is qualified in its entirety by such
reference. The Indentures are substantially identical, except for certain
covenants of the Company, events of default and provisions relating to
subordination and conversion.

The Company Debt Securities may be issued from time to time in one or more
series. The following description of the Company Debt Securities sets forth
certain general terms and provisions of the Company Debt Securities of all
series. The particular terms of each series of Company Debt Securities offered
by any Prospectus Supplement will be described therein.

PROVISIONS APPLICABLE TO COMPANY SENIOR DEBT SECURITIES, COMPANY SENIOR
SUBORDINATED DEBT SECURITIES AND COMPANY SUBORDINATED DEBT SECURITIES

General. The Company Debt Securities will be unsecured senior, senior
subordinated or subordinated obligations of the Company and may be issued from
time to time in one or more series. The Indentures will not limit the amount of
Company Debt Securities, Senior Indebtedness, debentures, notes or other types
of indebtedness that may be issued by the Company or any of its Subsidiaries nor
will they restrict transactions between the Company and its Affiliates, the
payment of dividends or the making of investments by the Company or the transfer
of assets by the Company to its Subsidiaries. The Company currently conducts
substantially all its operations through Subsidiaries. Consequently, the rights
of the Company to receive assets of any Subsidiary (and thus the ability of
holders of Company Debt Securities to benefit indirectly from such assets) are
subject to the prior claims of creditors of that Subsidiary. Other than as may
be set forth in any Prospectus Supplement, the Indentures and the Company Debt
Securities will not contain any covenants or other provisions that are intended
to afford holders of the Company Debt Securities special protection in the event
of a highly leveraged transaction by the Company.

Reference is made to the Prospectus Supplement relating to any Company Debt
Securities for the following terms of and information relating to such Company
Debt Securities (to the extent such terms are applicable thereto): (i) the title
of such Company Debt Securities; (ii) classification as Company Senior Debt
Securities, Company Senior Subordinated Debt Securities or Company Subordinated
Debt Securities, aggregate principal amount, purchase price and denomination;
(iii) whether such Company Debt Securities that constitute Company Senior
Subordinated Debt Securities or Company Subordinated Debt Securities are
convertible into Common Stock and, if so, the terms and conditions upon which
such conversion will be effected including the initial conversion price or
conversion rate and any adjustments thereto in addition to or different from
those described herein, the conversion period and other conversion provisions in
addition to or in lieu of those described herein; (iv) the date or dates on
which such Company Debt Securities will mature; (v) the method by which amounts
payable in respect of principal of or premium, if any, or interest, if any, on
or upon the redemption of such Company Debt Securities may be calculated; (vi)
the interest rate or rates (or the method by which such will be determined), and
the dates from which such interest, if any, will accrue; (vii) the date or dates
on which any such interest will be payable; (viii) the place or places where and
the manner in which the principal of and premium, if any, and interest, if any,
on such Company Debt Securities will be payable and the place or places where
such Company Debt Securities may be presented for transfer and, if applicable,
conversion; (ix) the obligations, if any, of the Company to redeem, repay or
purchase such Company Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof or the right, if any, of the
Company to redeem, repay or purchase such Company Debt Securities at its option
and the period or periods within which, the price or prices at which and the
terms and conditions upon which such Company Debt Securities will be redeemed,
repaid or purchased pursuant to any such obligation or right (including the form
or method of payment thereof if other than cash); (x) any terms applicable to
such Company Debt Securities issued at an original issue discount below their
stated principal amount, including the issue price thereof and the rate or rates
at which such original issue discount shall accrue; (xi) any index used to
determine the amount of payments of principal of and any premium and interest on
such Company Debt Securities; (xii) any special United States federal income tax
consequences; and (xiii) any other specified terms of such Company Debt
Securities, including any additional, or deleted or different, events of default
or remedies or covenants provided with respect to such Company Debt Securities,
and any terms which may be required by or advisable under applicable laws or
regulations.

Unless otherwise specified in any Prospectus Supplement, the Company Debt
Securities will be issued only in fully registered form and in denominations of
$1,000 and any integral multiple thereof. No service
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charge will be made for any transfer or exchange of any Company Debt Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

Company Debt Securities may bear interest at a fixed rate or a floating
rate. Company Debt Securities bearing no interest or interest at a rate that at
the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount. Special United States federal
income tax considerations applicable to any such discounted Company Debt
Securities or to certain Company Debt Securities issued at par that are treated
as having been issued at a discount for United States federal income tax
purposes will be described in the applicable Prospectus Supplement.

The Indentures and the Company Debt Securities will be governed by Texas
law.

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

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

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

So long as the Depositary for a Global Security or its nominee is the
registered owner of such Global Security, such Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Company Debt
Securities of the series represented by such Global Security for all purposes
under the Indenture governing such Company Debt Securities. Except as provided
below, owners of beneficial interests in a Global Security will not be entitled
to have any of the individual Company Debt Securities of the series represented
by such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of any such Company Debt Securities in
definitive form and will not be considered the owners or holders thereof under
the Indenture governing such Company Debt Securities. Accordingly, each person
owning a beneficial interest in a Global Security must rely on the procedures of
the Depositary and, if the beneficial owner is not a participant, on the
procedures of the participant through which the beneficial owner owns its
interest, to exercise any rights of a holder under the Indenture. The Company
understands that under existing practice, if the Company requests any action of
the holders, or a beneficial owner desires to take any action a holder is
entitled to take, the Depositary would act upon the instructions of, or
authorize, the participant to take such action.

Payments of principal of and premium, if any, and interest, if any, on
individual Company Debt Securities represented by a Global Security registered
in the name of a Depositary or its nominee will be made to the

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<PAGE> 9

Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Company Debt Securities. None of the Company,
the Trustee for such Company Debt Securities, any paying agent and the registrar
for such Company Debt Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of the Global Security for such Company Debt Securities or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

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

If the Depositary for a series of Company Debt Securities is at any time
unwilling, unable or ineligible to continue as depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue individual Company Debt Securities of such series in exchange for the
Global Security representing such series of Company Debt Securities. In
addition, the Company may at any time and in its sole discretion, subject to any
limitations described in the Prospectus Supplement relating to such Company Debt
Securities, determine not to have any Company Debt Securities of a series
represented by one or more Global Securities and, in such event, will issue
individual Company Debt Securities of such series in exchange for the Global
Security or Securities representing such series of Company Debt Securities.
Further, if the Company so specifies with respect to the Company Debt Securities
of a series, an owner of a beneficial interest in a Global Security representing
Company Debt Securities of such series may, on terms acceptable to the Company
and the Depositary for such Global Security, receive individual Company Debt
Securities of such series in exchange for such beneficial interests, subject to
any limitations described in the Prospectus Supplement relating to such Company
Debt Securities. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to a physical delivery of individual Company
Debt Securities of the series represented by such Global Security equal in
principal amount to such beneficial interest and to have such Company Debt
Securities registered in its name. Individual Company Debt Securities of such
series so issued will be issued in denominations, unless otherwise specified by
the Company, of $1,000 and integral multiples thereof.

Consolidation, Merger, Sale. Each Indenture provides that the Company may
consolidate or merge with or into any other corporation, and may sell, lease,
exchange or otherwise dispose of all or substantially all of its property and
assets to any other corporation authorized to acquire and operate the same,
provided that in any such case (i) immediately after such transaction the
Company or such other corporation formed by or surviving any such consolidation
or merger, or to which such sale, lease, exchange or other disposition shall
have been made, will not be in default in the performance or observance of any
of the terms, covenants and conditions in the Indenture to be kept or performed
by the Company, (ii) the corporation (if other than the Company) formed by or
surviving any such consolidation or merger, or to which such sale, lease,
exchange or other disposition shall have been made, shall be a corporation
organized under the laws of the United States of America, any state thereof or
the District of Columbia, and (iii) the corporation (if other than the Company)
formed by such consolidation, or into which the Company shall have been merged,
or the corporation which shall have acquired or leased such property and assets,
shall assume, by a supplemental indenture, the Company's obligations under such
Indenture. In case of any such consolidation, merger, sale, lease, exchange or
other disposition and upon any such assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the Company,
with the same effect as if it had been named in such Indenture as the Company
and subject to the conditions set forth in the Indenture, and the Company shall
be relieved of any further obligation under such Indenture and any Company Debt
Securities issued thereunder.

Discharge and Defeasance. The Company may discharge or defease its
obligations with respect to each series of Company Debt Securities as set forth
below.

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<PAGE> 10

The Company may discharge all of its obligations (except those set forth
below) to holders of any series of Company Debt Securities issued under any
Indenture, which Company Debt Securities have not already been delivered to the
Trustee for cancellation and which either have become due and payable or are by
their terms due and payable within one year (or are to be called for redemption
within one year) by depositing with the Trustee cash or U.S. Government
Obligations, or a combination thereof, as trust funds in an amount certified to
be sufficient to pay when due the principal of and premium, if any, and
interest, if any, on all outstanding Company Debt Securities of such series and
to make any mandatory sinking fund payments thereon when due.

Unless otherwise provided in the applicable Prospectus Supplement, the
Company may also discharge at any time all of its obligations (except those set
forth below) to holders of any series of Company Debt Securities issued under
any Indenture (other than convertible Company Debt Securities) ("defeasance")
if, among other things: (i) the Company irrevocably deposits with the Trustee
cash or U.S. Government Obligations, or a combination thereof, as trust funds in
an amount certified to be sufficient to pay the principal of and premium, if
any, and interest, if any, on all outstanding Company Debt Securities of such
series when due and to make any mandatory sinking fund payments thereon when
due, and such funds have been so deposited for 91 days; (ii) such deposit will
not result in a breach or violation of, or cause a default under, any agreement
or instrument to which the Company is a party or by which it is bound; and (iii)
the Company delivers to the Trustee an opinion of counsel to the effect that the
holders of such series of Company Debt Securities will not recognize income,
gain or loss for United States federal income tax purposes as a result of such
defeasance, and that such defeasance will not otherwise alter the United States
federal income tax treatment of principal and interest payments on such series
of Company Debt Securities. Such opinion of counsel must be based on a ruling of
the Internal Revenue Service or a change in United States federal income tax law
occurring after the date of the Indenture relating to the Company Debt
Securities of such series, since such a result would not occur under current tax
law.

In the event of such discharge and defeasance of a series of Company Debt
Securities, the holders thereof would be entitled to look only to such trust
funds for payment of the principal of and any premium and interest on such
Company Debt Securities.

Notwithstanding the foregoing, no discharge or defeasance described above
shall affect the following obligations to or rights of the holders of any series
of Company Debt Securities: (i) rights of registration of transfer and exchange
of Company Debt Securities of such series; (ii) rights of substitution of
mutilated, defaced, destroyed, lost or stolen Company Debt Securities of such
series; (iii) rights of holders of Company Debt Securities of such series to
receive payments of principal thereof and interest, if any, thereon when due and
to receive mandatory sinking fund payments, if any, thereon when due from the
trust funds held by the Trustee; (iv) the rights, obligations, duties and
immunities of the Trustee; (v) the rights of holders of Company Debt Securities
of such series as beneficiaries with respect to property deposited with the
Trustee payable to all or any of them; (vi) the obligations of the Company to
maintain an office or agency in respect of Company Debt Securities of such
series; and (vii) if applicable, the obligations of the Company with respect to
the conversion of Company Debt Securities of such series into Common Stock.

Modification of the Indenture. Each Indenture provides that the Company and
the Trustee may enter into supplemental indentures without the consent of the
holders of the Company Debt Securities to (i) evidence the assumption by a
successor corporation of the obligations of the Company under such Indenture,
(ii) add covenants or new events of default for the protection of the holders of
such Company Debt Securities, (iii) cure any ambiguity or correct any
inconsistency in the Indenture, (iv) establish the form and terms of any series
of Company Debt Securities and to provide for adjustment of conversion rights,
if any, (v) evidence the acceptance of appointment by a successor trustee, (vi)
amend the Indenture in any other manner which the Company may deem necessary or
desirable and which will not adversely affect the interests of the holders of
Company Debt Securities issued thereunder, or (vii) in the case of Company
Senior Debt Securities, secure such Company Senior Debt Securities with any
property or assets.

Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Company Debt Securities then Outstanding of
each series affected by such supplemental Indenture, to add any provisions to,
or change in any manner or eliminate any of the provisions of, such Indenture or
modify in any manner the rights of the holders

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<PAGE> 11

of the Company Debt Securities of such series; provided that the Company and the
Trustee may not, without the consent of the holder of each outstanding Company
Debt Security affected thereby, (i) extend the stated maturity of the principal
of any Company Debt Security, reduce the principal amount thereof, reduce the
rate or extend the time of payment of any interest thereon, reduce or alter the
method of computation of any amount payable on redemption, repayment or purchase
thereof, reduce the portion of the principal amount of any Original Issue
Discount Security payable upon acceleration or provable in bankruptcy, change
the coin or currency in which principal and interest, if any, are payable,
impair or affect the right to institute suit for the enforcement of any payment,
repayment or purchase thereof or, if applicable, adversely affect the right to
convert Company Debt Securities, any right of repayment at the option of the
holder or (solely with respect to the Senior Subordinated Debt Indenture)
change, amend or modify the subordination provisions of such Indenture or any of
the definitions used in the subordination provisions of such Indenture or
consent to the departure from any of the terms of the subordination provisions
of such Indenture in each case in any manner that would adversely affect the
holders of any of the Company Senior Subordinated Debt Securities issued
thereunder, or (ii) reduce the percentage in aggregate principal amount of
Company Debt Securities of any series issued under such Indenture, the consent
of the holders of which is required for any such modification.

The Senior Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding Company Senior Subordinated Debt Securities,
and the Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding Company Subordinated Debt Securities, in each
case without the consent of each holder of Senior Indebtedness then outstanding
that would be adversely affected thereby.

Each of the Indentures provides that the term "Original Issue Discount
Security" means any Company Debt Security that 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 the terms of the Indenture.

In each of the Indentures, the definition of the term "Outstanding," with
reference to Company Debt Securities, provides that in determining whether the
holders of the requisite aggregate principal amount of Outstanding Company Debt
Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver under the applicable Indenture, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Company to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to the terms of the Indenture.

PROVISIONS APPLICABLE SOLELY TO COMPANY SENIOR DEBT SECURITIES

General. Company Senior Debt Securities will be issued under the Senior
Debt Indenture, and each series will rank pari passu as to the right of payment
of principal, premium, if any, and interest, if any, with each other series and
with all other Senior Indebtedness of the Company.

Events of Default. Unless otherwise specified in the Prospectus Supplement,
an Event of Default is defined under the Senior Debt Indenture with respect to
the Company Senior Debt Securities of any series issued thereunder as being any
one or more of the following events:

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

(ii) default in the payment of the principal of any of the Company
Senior Debt Securities of such series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or
otherwise;

(iii) default in the payment or satisfaction of any sinking fund or
other purchase obligation with respect to Company Senior Debt Securities of
such series, as and when such obligation shall become due and payable;

(iv) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the
Company Senior Debt Securities of such series or in the

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<PAGE> 12

Senior Debt Indenture continuing for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Company by the Trustee by registered or
certified mail, or to the Company and the Trustee by the holders of at
least 25 percent in aggregate principal amount of the Company Senior Debt
Securities of such series then Outstanding;

(v) without the consent of the Company, a court having jurisdiction
shall enter an order for relief with respect to the Company under the
Bankruptcy Code or, without the consent of the Company, a court having
jurisdiction shall enter a judgment, order or decree adjudging the Company
a bankrupt or insolvent, or enter an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of the Company
under the Bankruptcy Code or applicable state insolvency law and the
continuance of any such judgment, order or decree is unstayed and in effect
for a period of 60 consecutive days;

(vi) the Company shall institute proceedings for entry of an order for
relief with respect to the Company under the Bankruptcy Code or for an
adjudication of insolvency, or shall consent to the institution of
bankruptcy or insolvency proceedings against it, or shall file a petition
seeking, or seek or consent to, reorganization, arrangement, composition or
relief under the Bankruptcy Code or any applicable state law, or shall
consent to the filing of such petition or to the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator or similar official
of the Company or of substantially all of its property, or the Company
shall make a general assignment for the benefit of creditors as recognized
under the Bankruptcy Code;

(vii) default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by the Company or any Subsidiary or under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any Subsidiary (other than Non-Recourse Indebtedness),
whether such Indebtedness exists on the date of the Senior Debt Indenture
or shall thereafter be created, which default shall have resulted in such
Indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, or any default in
payment of such Indebtedness (after the expiration of any applicable grace
periods and the presentation of any debt instruments, if required), if the
aggregate amount of all such Indebtedness which has been so accelerated and
with respect to which there has been such a default in payment shall exceed
$50,000,000, without each such default and acceleration having been
rescinded or annulled within a period of 30 days after there shall have
been given to the Company by the Trustee by registered mail, or to the
Company and the Trustee by the holders of at least 25 percent in aggregate
principal amount of the Company Senior Debt Securities of such series then
Outstanding, a written notice specifying each such default and requiring
the Company to cause each such default and acceleration to be rescinded or
annulled and stating that such notice is a "Notice of Default" under the
Senior Debt Indenture; or

(viii) any other Event of Default provided with respect to the Company
Senior Debt Securities of such series.

If an Event of Default with respect to Company Senior Debt Securities of
any series then Outstanding occurs and is continuing, then and in each and every
such case, unless the principal of all of the Company Senior Debt Securities of
such series shall have already become due and payable, either the Trustee or the
holders of not less than 25 percent in aggregate principal amount of the Company
Senior Debt Securities of such series then Outstanding, by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the
unpaid principal amount (or, if the Company Senior Debt Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all the Company
Senior Debt Securities of such series and the interest, if any, accrued thereon
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in the Senior Debt
Indenture or in the Company Senior Debt Securities of such series contained to
the contrary notwithstanding. This provision, however, is subject to the
condition that, if at any time after the unpaid principal amount (or such
specified amount) of the Company Senior Debt Securities of such series shall
have been so declared due and payable and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any,
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<PAGE> 13

upon all of the Company Senior Debt Securities of such series and the principal
of any and all Company Senior Debt Securities of such series which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest, if any, to the extent that payment of such interest is enforceable
under applicable law and on such principal at the rate borne by the Company
Senior Debt Securities of such series to the date of such payment or deposit)
and the reasonable compensation, disbursements, expenses and advances of the
Trustee, and any and all defaults under the Senior Debt Indenture, other than
the nonpayment of such portion of the principal amount of and accrued interest,
if any, on Company Senior Debt Securities of such series which shall have become
due by acceleration, shall have been cured or shall have been waived in
accordance with the Senior Debt Indenture or provision deemed by the Trustee to
be adequate shall have been made therefor, then and in every such case the
holders of a majority in aggregate principal amount of the Company Senior Debt
Securities of such series then Outstanding, by written notice to the Company and
to the Trustee, may rescind and annul such declaration and its consequences; but
no such rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon. If any Event of Default
with respect to the Company specified in clause (v) or (vi) above occurs, the
unpaid principal amount (or, if the Company Senior Debt Securities of any series
then Outstanding are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of each such series) and
accrued interest on all Company Senior Debt Securities of each series then
Outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act by the Trustee or any Securityholder. If the
Trustee shall have proceeded to enforce any right under the Senior Debt
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the Trustee and the Securityholders shall be restored respectively to their
several positions and rights under the Senior Debt Indenture, and all rights,
remedies and powers of the Company, the Trustee and the Securityholders shall
continue as though no such proceeding had been taken. Except with respect to an
Event of Default pursuant to clause (i), (ii) or (iii) above, the Trustee shall
not be charged with knowledge of any Event of Default unless written notice
thereof shall have been given to the Trustee by the Company, a paying agent or
any Securityholder.

The Senior Debt Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee will be
under no obligation to exercise any of its rights or powers under the Senior
Debt Indenture at the request or direction of any of the holders of Company
Senior Debt Securities issued under the Senior Debt Indenture, unless such
holders shall have offered to the Trustee reasonable security or indemnity.

No holder of any Company Senior Debt Securities of any series then
Outstanding shall have any right by virtue of or by availing of any provision of
the Senior Debt Indenture to institute any suit, action or proceeding in equity
or at law upon or under or with respect to the Senior Debt Indenture or the
Company Senior Debt Securities or for the appointment of a receiver or trustee
or similar official, or for any other remedy under the Senior Debt Indenture or
under the Company Senior Debt Securities, unless such holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, and unless the holders of not less than 25 percent in aggregate
principal amount of the Company Senior Debt Securities of such series then
Outstanding shall have made written request to the Trustee to institute such
action, suit or proceeding in its own name as Trustee and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding.
Notwithstanding any other provisions in the Senior Debt Indenture, however, the
right of any holder of any Company Senior Debt Security to receive payment of
the principal of and interest, if any, on such Company Senior Debt Security, on
or after the respective due dates expressed in such Company Senior Debt
Security, or to institute suit for the enforcement of any such payment on or
after such respective dates shall not be impaired or affected without the
consent of such holder.

The holders of at least a majority in aggregate principal amount of the
Company Senior Debt Securities of any series then Outstanding 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 Company Senior Debt Securities of such series;
provided that (subject to certain exceptions) the Trustee shall have the right
to decline to follow any such direction if the Trustee shall

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<PAGE> 14

determine upon advice of counsel that the action or proceeding so directed may
not lawfully be taken or if the Trustee in good faith shall determine that the
action or proceeding so directed would involve the Trustee in personal
liability. The holders of 66 2/3% in aggregate principal amount of the Company
Senior Debt Securities of any series then Outstanding may on behalf of the
holders of all of the Company Senior Debt Securities of such series waive any
past default or Event of Default and its consequences except a default in the
payment of interest, if any, on, or the principal of, the Company Senior Debt
Securities of such series. Upon any such waiver the Company, the Trustee and the
holders of the Company Senior Debt Securities of such series shall be restored
to their former positions and rights under the Senior Debt Indenture,
respectively; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default shall have been waived as permitted, said default or Event
of Default shall for all purposes of the Senior Company Debt Securities and the
Senior Debt Indenture be deemed to have been cured and to be not continuing.

The Trustee shall, within 90 days after the occurrence of a default, with
respect to Company Senior Debt Securities of any series then Outstanding, mail
to all holders of Company Senior Debt Securities of such series, as the names
and the addresses of such holders appear upon the Company Senior Debt Securities
register, notice of all defaults known to the Trustee with respect to such
series, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of these provisions being hereby
defined to be the events specified in clauses (i), (ii), (iii), (iv), (v), (vi),
(vii) and (viii) of "-- Provisions Applicable Solely to Company Senior Debt
Securities -- Events of Default" above, not including periods of grace, if any,
provided for therein and irrespective of the giving of the written notice
specified in said clause (iv) or (vii) but in the case of any default of the
character specified in said clause (iv) or (vii) no such notice to
Securityholders shall be given until at least 60 days after the giving of
written notice thereof to the Company pursuant to said clause (iv) or (vii), as
the case may be); provided, that, except in the case of default in the payment
of the principal of or interest, if any, on any of the Company Senior Debt
Securities, or in the payment or satisfaction of any sinking fund or other
purchase obligation, the Trustee shall be protected in withholding such notice
if and so long as the Trustee in good faith determines that the withholding of
such notice is in the best interests of the Securityholders.

The Company is required to furnish to the Trustee annually a statement as
to the fulfillment by the Company of all of its obligations under the Senior
Debt Indenture.

Limitation on Liens. The Company may not, nor may any Subsidiary, mortgage,
pledge, encumber or subject to any lien or security interest to secure any
obligation of the Company or any obligation of any Subsidiary (other than
obligations owing to the Company or a wholly owned Subsidiary) any assets,
whether owned as of the date the Senior Debt Indenture was executed or
thereafter acquired, without effectively providing that the Company Senior Debt
Securities shall be secured equally and ratably with (or prior to) any other
obligation so secured, unless, after giving effect thereto, the aggregate amount
of all such secured debt of the Company and its Subsidiaries (excluding secured
Indebtedness existing as of the date the Senior Debt Indenture was executed and
any extensions, renewals or refundings thereof that do not increase the
principal amount of Indebtedness so extended, renewed or refunded and excluding
secured Indebtedness incurred pursuant to clauses (i), (ii), (iii) and (iv) set
forth in this paragraph below) would not exceed 10% of Consolidated Assets of
the Company and its Subsidiaries; provided, that this restriction will not
prevent the Company or any Subsidiary: (i) from acquiring and retaining property
subject to mortgages, pledges, encumbrances, liens or security interests
existing thereon at the date of acquisition thereof, or from creating mortgages,
pledges, encumbrances or liens upon property acquired by it within one year of
the date of acquisition thereof to secure debt which does not exceed the
aggregate acquisition price (including without duplication any debt assumed in
connection with such acquisition or otherwise existing with respect to the
acquired property) of all property so encumbered; (ii) from mortgaging,
pledging, encumbering or subjecting to any lien or security interest Current
Assets to secure Current Liabilities; (iii) from extending, renewing or
refunding any Indebtedness secured by a mortgage, pledge, encumbrance, lien or
security interest on the same property theretofore subject thereto, provided
that the principal amount of such Indebtedness so extended, renewed or refunded
shall not be increased; or (iv) from securing the payment of workmen's
compensation or insurance premiums or from making good faith pledges or deposits
in connection with bids, tenders, contracts (other than contracts for the
payment of money) or leases, deposits to secure public or statutory obligations,
deposits to secure surety or appeal bonds, pledges or deposits in connection
with contracts made with or at the

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<PAGE> 15

request of the United States Government or any agency thereof, or pledges or
deposits for similar purposes in the ordinary course of business.

"Consolidated Assets" means, as to any Person, total consolidated assets
(including assets subject to Capitalized Leases) of such Person and of its
Consolidated Subsidiaries, as determined in accordance with generally accepted
accounting principles.

"Current Assets" of any Person includes all assets of such Person which
would be classified as current assets in accordance with generally accepted
accounting principles.

"Current Liabilities" of any Person includes all liabilities of such Person
which would be classified as current liabilities in accordance with generally
accepted accounting principles.

Limitation on Sale and Leaseback Transactions. Neither the Company nor any
Subsidiary will enter into any transaction with any bank, insurance company or
other lender or investor, or to which any such lender or investor is a party,
providing for the leasing to the Company or a Subsidiary of any real property
(except a lease for a temporary period not to exceed three years by the end of
which it is intended that the use of such real property by the lessee will be
discontinued) which has been or is to be sold or transferred by the Company or
such Subsidiary to such lender or investor or to any Person to whom funds have
been or are to be advanced by such lender or investor on the security of such
real property unless either: (i) such transaction is the substantial equivalent
of a mortgage, pledge, encumbrance, lien or security interest which the Company
or any Subsidiary would have been permitted to create under the covenant
described in "-- Provisions Applicable Solely to Company Senior Debt
Securities -- Limitation on Liens" without equally and ratably securing the
Company Senior Debt Securities, or (ii) the Company within 120 days after such
transaction applied (and in any such case the Company covenants that it will so
apply) an amount equal to the greater of (a) the net proceeds of the sale of the
real property leased pursuant to such transaction or (b) the fair value of the
real property so leased at the time of entering into such transaction (as
determined by the Board of Directors) to the retirement of Funded Debt of the
Company; provided that the amount to be applied to the retirement of Funded Debt
of the Company shall be reduced by: (x) the principal amount of any Company
Senior Debt Securities (for this purpose if the Company Senior Debt Securities
of that series are Original Issue Discount Securities, the principal amount of
the Outstanding Company Senior Debt Securities of that series shall be computed
and adjusted as may be specified in the terms of that series) delivered within
120 days after such sale to the Trustee for retirement and cancellation and (y)
the principal amount of Funded Debt, other than Company Senior Debt Securities,
voluntarily retired by the Company within 120 days after such sale; provided,
that no retirement referred to in this clause (ii) may be effected by payment at
maturity or pursuant to any mandatory sinking fund payment or any mandatory
prepayment provision.

"Funded Debt" means Indebtedness for money borrowed which by its terms
matures at or is extendible or renewable at the option of the obligor to a date
more than 12 months after the date of the creation of such Indebtedness.

PROVISION APPLICABLE SOLELY TO COMPANY SENIOR SUBORDINATED DEBT SECURITIES

Prohibition on Incurrence of Senior Subordinated Debt. The Company will not
incur or suffer to exist Indebtedness that is or purports to be, pursuant to its
terms or the terms of any agreement relating thereto, senior in right of payment
to the Company Senior Subordinated Debt Securities and subordinate or junior in
right of payment to any other Indebtedness of the Company; provided that no
Indebtedness of the Company shall be deemed to be subordinate to any other
Indebtedness of the Company solely by virtue of any such other Indebtedness
being secured or otherwise having the benefit of any lien or security interest.

PROVISIONS APPLICABLE SOLELY TO COMPANY SENIOR SUBORDINATED DEBT SECURITIES AND
COMPANY SUBORDINATED DEBT SECURITIES

Events of Default. Unless otherwise specified in the Prospectus Supplement,
an Event of Default is defined under each of the Senior Subordinated Debt
Indenture and Subordinated Debt Indenture (together, the "Subordinated
Indentures") with respect to the Company Senior Subordinated Debt Securities and

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<PAGE> 16

Company Subordinated Debt Securities (together, the "Subordinated Securities")
of any series issued under such Subordinated Indentures being as one or more of
the following events:

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

(ii) default in the payment of the principal of any of the
Subordinated Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or
otherwise;

(iii) default in the payment or satisfaction of any sinking fund or
other purchase obligation with respect to any of the Subordinated
Securities of such series, as and when such obligation shall become due and
payable;

(iv) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the
Subordinated Securities of such series or in the Subordinated Indenture
applicable to such series continuing for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Company by the Trustee by registered mail, or
to the Company and the Trustee by the holders of at least 25 percent in
aggregate principal amount of the Subordinated Securities of such series
issued under the applicable Subordinated Indenture then Outstanding;

(v) without the consent of the Company a court having jurisdiction
shall enter an order for relief with respect to the Company under the
Bankruptcy Code or without the consent of the Company a court having
jurisdiction shall enter a judgment, order or decree adjudging the Company
a bankrupt or insolvent, or enter an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of the Company
under the Bankruptcy Code or applicable state insolvency law and the
continuance or any such judgment, order or decree is unstayed and in effect
for a period of 60 consecutive days;

(vi) the Company shall institute proceedings for entry of an order for
relief with respect to the Company under the Bankruptcy Code or for an
adjudication of insolvency, or shall consent to the institution of
bankruptcy or insolvency proceedings against it, or shall file a petition
seeking, or seek or consent to reorganization, arrangement, composition or
relief under the Bankruptcy Code or any applicable state law, or shall
consent to filing of such petition or to the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator or similar official
of the Company or of substantially all of its property, or the Company
shall make a general assignment for the benefit of creditors as recognized
under the Bankruptcy Code;

(vii) default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by the Company or under any mortgage,
indenture or instrument under which there may be issued or by which there
may be secured or evidenced any Indebtedness for money borrowed by the
Company, whether such Indebtedness exists on the date of the applicable
Subordinated Indenture or shall thereafter be created, which default shall
have resulted in such Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, or any default in payment of such Indebtedness (after the
expiration of any applicable grace periods and the presentation of any debt
instrument, if required), if the aggregate amount of all such Indebtedness
which has been so accelerated and with respect to which there has been such
a default in payment shall exceed $50,000,000, without each such default
and acceleration having been rescinded or annulled within a period of 30
days after there shall have been given to the Company by the Trustee by
registered mail, or to the Company and the Trustee by the holders of at
least 25 percent in aggregate principal amount of the Subordinated
Securities of such series then Outstanding, a written notice specifying
each such default and requiring the Company to cause each such default and
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" under the applicable Subordinated Indenture; or

(viii) any other Event of Default provided with respect to the
Subordinated Securities of such series under the applicable Subordinated
Indenture.

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<PAGE> 17

If an Event of Default with respect to Subordinated Securities of any
series then Outstanding occurs and is continuing, then and in each and every
such case, unless the principal of all of the Subordinated Securities of such
series shall have already become due and payable, either the Trustee or the
holders of not less than 25 percent in aggregate principal amount of the
Subordinated Securities of such series then Outstanding, by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the
unpaid principal amount (or, if the Subordinated Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of all the Subordinated Securities of
such series and the interest, if any, accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in the applicable Subordinated Indenture
or in the Subordinated Securities of such series contained to the contrary
notwithstanding. This provision, however, is subject to the condition that, if
at any time after the unpaid principal amount (or such specified amount) of the
Subordinated Securities of such series shall have been so declared due and
payable and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered, the Company shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest, if
any, upon all of the Subordinated Securities of such series and the principal of
any and all Subordinated Securities of such series which shall have become due
otherwise than by acceleration (with interest on overdue installments of
interest, if any, to the extent that payment of such interest is enforceable
under applicable law and on such principal at the rate borne by the Subordinated
Securities of such series to the date of such payment or deposit) and the
reasonable compensation, disbursements, expenses and advances of the Trustee,
its agents, attorneys and counsel, and any and all defaults under the applicable
Subordinated Indenture, other than the nonpayment of such portion of the
principal amount of and accrued interest, if any, on Subordinated Securities of
such series which shall have become due by acceleration, shall have been cured
or shall have been waived in accordance with the applicable Subordinated
Indenture or provision deemed by the Trustee to be adequate shall have been made
therefor -- then and in every such case the holders of a majority in aggregate
principal amount of the Subordinated Securities of such series then Outstanding,
by written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon. If any Event of Default with respect to the Company
specified in clause (v) or (vi) above occurs, the unpaid principal amount (or,
if the Subordinated Securities of any series then Outstanding are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of each such series) and accrued interest on all Subordinated
Securities of each series then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act by the Trustee
or any Securityholder. If the Trustee shall have proceeded to enforce any right
under the applicable Subordinated Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company, the Trustee and the Securityholders shall be
restored respectively to their several positions and rights under the applicable
Subordinated Indenture, and all rights, remedies and powers of the Company, the
Trustee and the Securityholders shall continue as though no such proceeding had
been taken. Except with respect to an Event of Default pursuant to clause (i),
(ii) or (iii) above, the Trustee shall not be charged with knowledge of any
Event of Default unless written notice thereof shall have been given to the
Trustee by the Company, a Paying Agent or any Securityholder.

Each of the Subordinated Indentures provides that, subject to the duty of
the Trustee during default to act with the required standard of care, the
Trustee will be under no obligation to exercise any of its rights or powers
under such Subordinated Indenture at the request or direction of any of the
holders of Subordinated Securities issued under such Subordinated Indenture,
unless such holders shall have offered to the Trustee reasonable security or
indemnity.

No holder of any Subordinated Securities of any series then Outstanding
shall have any right by virtue of or by availing of any provision of the
applicable Subordinated Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to such Subordinated Indenture or
the Subordinated Securities issued under such Subordinated Indenture or for the
appointment of a receiver or trustee or similar official, or for any other
remedy under such Subordinated Indenture or thereunder, unless such holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as provided in such Subordinated Indenture, and unless the
holders of not less than 25 percent in aggregate
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<PAGE> 18

principal amount of the Subordinated Securities of such series then Outstanding
shall have made written request to the Trustee to institute such action, suit or
proceeding in its own name as Trustee under such Subordinated Indenture and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding. Notwithstanding any other provisions in the applicable
Subordinated Indenture, but subject to the subordination provisions of the
applicable Subordinated Indenture, the right of any holder of any Subordinated
Security to receive payment of the principal of and interest, if any, on such
Subordinated Security, on or after the respective due dates expressed in such
Subordinated Security, or, if applicable, to convert such Subordinated Security
as provided in the applicable Subordinated Indenture, or to institute suit for
the enforcement of any such payment on or after such respective dates or for the
enforcement of any such right to convert shall not be impaired or affected
without the consent of such holder.

The holders of a majority in aggregate principal amount of the Subordinated
Securities of any series then Outstanding 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 Subordinated Securities of such series; provided, that (subject to
certain exceptions) the Trustee shall have the right to decline to follow any
such direction if the Trustee shall determine upon advice of counsel that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith shall determine that the action or proceeding so directed would
involve the Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Subordinated Securities of any series then
Outstanding may on behalf of the holders of all of the Subordinated Securities
of such series waive any past default or Event of Default under the applicable
Subordinated Indenture and its consequences except a default in the payment of
interest, if any, on, or the principal of, the Subordinated Securities of such
series. Upon any such waiver the Company, the Trustee and the holders of the
Subordinated Securities of such series shall be restored to their former
positions and rights under the applicable Subordinated Indenture, respectively;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default shall have been waived as permitted, said default or Event of Default
shall for all purposes of the applicable Subordinated Securities and the
applicable Subordinated Indenture be deemed to have been cured and to be not
continuing.

The Trustee shall, within 90 days after the occurrence of a default, with
respect to Subordinated Securities of any series then Outstanding, mail to all
holders of Subordinated Securities of such series, as the names and the
addresses of such holders appear upon the applicable Subordinated Security
register, notice of all defaults known to the Trustee with respect to such
series, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of these provisions being hereby
defined to be the events specified in clauses (i), (ii), (iii), (iv), (v), (vi),
(vii) and (viii) of "-- Provisions Applicable Solely to Company Senior
Subordinated Debt Securities and Company Subordinated Debt Securities -- Events
of Default" above, not including periods of grace, if any, provided for therein
and irrespective of the giving of the written notice specified in clause (iv) or
(vii) but in the case of any default of the character specified in said clause
(iv) or (vii) no such notice to Securityholders shall be given until at least 60
days after the giving of written notice thereof to the Company pursuant to said
clause (iv) or (vii), as the case may be); provided that except in the case of
default in the payment of the principal of or interest, if any, on any of the
Subordinated Securities, or in the payment or satisfaction of any sinking fund
or other purchase obligation, the Trustee shall be protected in withholding such
notice if and so long as the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Securityholders.

The Company is required to furnish to the Trustee annually a statement as
to the fulfillment by the Company of all of its obligations under the applicable
Subordinated Indenture.

Subordination. The Subordinated Securities will be subordinate and junior
in right to payment, to the extent set forth in the applicable Subordinated
Indenture, to all Senior Indebtedness (as defined below for each of the
Subordinated Indentures) of the Company. If the Company should default in the
payment of any principal of or premium or interest on any Senior Indebtedness
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration of acceleration or otherwise, then, upon
written notice of such default to the Company by the holders of such Senior
Indebtedness or any trustee therefor and subject to certain rights of the
Company to dispute such default and subject to proper notification
15
<PAGE> 19

of the Trustee, unless and until such default shall have been cured or waived or
shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) will be made or agreed to be made for
principal of or premium, if any, or interest, if any, on the applicable
Subordinated Securities, or in respect of any redemption, retirement, purchase
or other acquisition of the applicable Subordinated Securities other than those
made in capital stock of the Company (or cash in lieu of fractional shares
thereof) pursuant to any conversion right of the Subordinated Securities or
otherwise made in capital stock of the Company.

"Senior Indebtedness" is defined in the Senior Subordinated Debt Indenture
as Indebtedness of the Company outstanding at any time except (i) any
Indebtedness of the Company that pursuant to its terms or the terms of any
agreement relating thereto or by operation of law is subordinate or junior in
right of payment to any other Indebtedness of the Company; provided that no
Indebtedness of the Company shall be deemed to be subordinate to any other
Indebtedness of the Company solely by virtue of any such other Indebtedness
being secured or otherwise having the benefit of any lien or security interest,
(ii) any Indebtedness as to which, by the terms of the instrument creating or
evidencing the same, it is provided that such Indebtedness is not senior in
right of payment to the Company Senior Subordinated Debt Securities, (iii) the
Company Senior Subordinated Debt Securities, (iv) the Company's subordinated
indebtedness, (v) any Indebtedness of the Company to a wholly owned Subsidiary
of the Company, (vi) interest accruing after the filing of a petition initiating
certain bankruptcy or insolvency proceedings unless such interest is an allowed
claim enforceable against the Company in a proceeding under federal or state
bankruptcy laws and (vii) trade accounts payable.

"Senior Indebtedness" is defined in the Subordinated Debt Indenture as
Indebtedness of the Company outstanding at any time except (i) any Indebtedness
as to which, by the terms of the instrument creating or evidencing the same, it
is provided that such Indebtedness is not senior in right of payment to the
Company Subordinated Debt Securities, (ii) the Company Subordinated Debt
Securities, (iii) the Company's existing subordinated indebtedness, (iv) any
Indebtedness of the Company to a wholly owned Subsidiary of the Company, (v)
interest accruing after the filing of a petition initiating certain bankruptcy
or insolvency proceedings unless such interest is an allowed claim enforceable
against the Company in a proceeding under federal or state bankruptcy laws and
(vi) trade accounts payable.

"Indebtedness" is defined in each Subordinated Indenture as, with respect
to any Person, (i)(a) the principal of and premium and interest, if any, on
indebtedness for money borrowed of such Person evidenced by bonds, notes,
debentures or similar obligations, including any guaranty by such Person of any
indebtedness for money borrowed of any other Person, whether any such
indebtedness or guaranty is outstanding on the date of the applicable
Subordinated Indenture or is thereafter created, assumed or incurred, (b) the
principal of and premium and interest, if any, on indebtedness for money
borrowed, incurred, assumed or guaranteed by such Person in connection with the
acquisition by it or any of its subsidiaries of any other businesses, properties
or other assets and (c) lease obligations which such Person capitalizes in
accordance with Statement of Financial Accounting Standards No. 13 promulgated
by the Financial Accounting Standards Board or such other generally accepted
accounting principles as may be from time to time in effect, (ii) any other
indebtedness of such Person, including any indebtedness representing the
deferred and unpaid balance of the purchase price of any property or interest
therein, including any such balance that constitutes a trade account payable,
and any guaranty, endorsement or other contingent obligation of such Person in
respect of any indebtedness of another, which is outstanding on the date of the
applicable Subordinated Indenture or is thereafter created, assumed or incurred
by such Person and (iii) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as Indebtedness in clause
(i) or (ii) above.

If (i) without the consent of the Company a court having jurisdiction shall
enter (a) an order for relief with respect to the Company under the United
States federal bankruptcy laws, (b) a judgment, order or decree adjudging the
Company as bankrupt or insolvent or (c) an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of the Company under the
United States federal bankruptcy laws or state insolvency laws or (ii) the
Company shall institute proceedings for the entry of an order for relief with
respect to the Company under the United States federal bankruptcy laws or for an
adjudication of insolvency, or shall consent to the institution of bankruptcy or
insolvency proceedings against it, or shall file a petition seeking, or seek or
consent to reorganization, arrangement, composition or similar relief under the
United States federal bankruptcy laws or any applicable state law, or shall
consent to the filing of such petition or to the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator or similar official in
respect of the Company or of substantially all of its property, or the Company
shall make a
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<PAGE> 20

general assignment for the benefit of creditors, then all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) will first be paid in full before any payment or distribution,
whether in cash, securities or other property, is made on account of the
principal of or premium, if any, or interest, if any, on the applicable
Subordinated Securities. In such event, any payment or distribution on account
of the principal of or premium, if any, or interest, if any, on the applicable
Subordinated Securities, whether in cash, securities or other property (other
than securities of the Company or any other corporation provided for by a plan
of reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in the subordination provisions with respect to the
applicable Subordinated Securities, to the payment of all Senior Indebtedness
then outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), which would otherwise (but for the
subordination provisions) be payable or deliverable in respect of the applicable
Subordinated Securities will be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon accruing
after the commencement of any such proceedings) has been paid in full. In the
event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness, the holders of Subordinated Securities, together
with the holders of any obligations of the Company ranking on a parity with the
Subordinated Securities issued under the applicable Subordinated Indenture, will
be entitled to be repaid from the remaining assets of the Company the amounts at
the time due and owing on account of unpaid principal of or any interest on the
Subordinated Securities issued under the applicable Subordinated Indenture and
such other obligations before any payment or other distribution, whether in
cash, property or otherwise, shall be made on account of any capital stock or
obligations of the Company ranking junior to the Subordinated Securities issued
under the applicable Subordinated Indenture and such other obligations. If,
notwithstanding the foregoing, any payment or distribution on the Subordinated
Securities issued under the applicable Subordinated Indenture of any character,
whether in cash, securities or other property (other than securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the Subordinated
Securities issued under the applicable Subordinated Indenture, to the payment of
all Senior Indebtedness then outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any holder of any Subordinated Securities issued
under the applicable Subordinated Indenture in contravention of any of the terms
of the applicable Subordinated Indenture, such payment or distribution will be
received in trust for the benefit of, and will be paid over or delivered and
transferred to, the holders of the Senior Indebtedness then outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all such Senior Indebtedness in full. In the event of the
failure of the Trustee or any holder to endorse or assign any such payment,
distribution or security, each holder of Senior Indebtedness is irrevocably
authorized to endorse or assign the same.

Each of the Subordinated Indentures will provide that Senior Indebtedness
shall not be deemed to have been paid in full unless the holders thereof shall
have received cash, securities or other property equal to the amount of such
Senior Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the holders of Subordinated Securities of each series shall be
subrogated to all rights of any holders of Senior Indebtedness to receive any
further payments or distributions applicable to such Senior Indebtedness until
the indebtedness evidenced by the Subordinated Securities of such series shall
have been paid in full, and such payments or distributions received by such
holders, by reason of such subrogation, of cash, securities or other property
that otherwise would be paid or distributed to the holders of Senior
Indebtedness with respect to such series, shall, as between the Company and its
creditors other than the holders of such Senior Indebtedness, on the one hand,
and such holders, on the other hand, be deemed to be a payment by the Company on
account of such Senior Indebtedness, and not on account of the Subordinated
Securities of such series.

By reason of such subordination, in the event of the insolvency of the
Company, holders of Senior Indebtedness and holders of other obligations of the
Company that are not subordinated to Senior Indebtedness may receive more,
ratably, than holders of the Subordinated Securities. Such subordination will
not prevent the occurrence of an Event of Default or limit the right of
acceleration in respect of the Subordinated Securities.

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<PAGE> 21

Conversion. Each of the Subordinated Indentures may provide that a series
of Subordinated Securities may be convertible into Common Stock (or cash in lieu
thereof). The following provisions will apply to Company Debt Securities that
are convertible Subordinated Securities unless otherwise provided in the
Prospectus Supplement for such Company Debt Securities.

The holder of any convertible Subordinated Securities will have the right
exercisable at any time prior to maturity, subject to prior redemption or
purchase by the Company, to convert such Subordinated Securities into shares of
Common Stock at the conversion price or conversion rate set forth in the
Prospectus Supplement, subject to adjustment. The holder of convertible
Subordinated Securities may convert any portion thereof which is $1,000 in
principal amount or any integral multiple thereof.

In certain events, the conversion price or conversion rate will be subject
to adjustment as set forth in the applicable Subordinated Indenture. Such events
include issuance of shares of Common Stock as a dividend or distribution on the
Common Stock; subdivisions, combinations and reclassifications of the Common
Stock; redemption of the preferred share purchase rights associated with the
Common Stock; the issuance to all holders of Common Stock of rights or warrants
entitling the holders thereof (for a period not exceeding 45 days) to subscribe
for or purchase shares of Common Stock at a price per share less than the then
current market price per share of Common Stock (as determined pursuant to the
applicable Subordinated Indenture); and the distribution to substantially all
holders of Common Stock of evidences of indebtedness, equity securities
(including equity interests in the Company's Subsidiaries) other than Common
Stock, or other assets (excluding cash dividends paid from surplus) or
subscription rights or warrants (other than those referred to above). No
adjustment of the conversion price or conversion rate will be required unless an
adjustment would require a cumulative increase or decrease of at least 1% in
such price or rate. The Company has been advised by its counsel that certain
adjustments in the conversion price or conversion rate in accordance with the
foregoing provisions may result in constructive distributions to either holders
of the Subordinated Securities issued under the applicable Subordinated
Indenture or holders of Common Stock that would be taxable pursuant to Treasury
Regulations issued under Section 305 of the Internal Revenue Code of 1986, as
amended. The amount of any such taxable constructive distribution will be the
fair market value of the Common Stock that is treated as having been
constructively received, such value being determined as of the time the
adjustment resulting in the constructive distribution is made.

Fractional shares of Common Stock will not be issued upon conversion, but,
in lieu thereof, the Company will pay a cash adjustment based on the then
current market price for the Common Stock. Upon conversion, no adjustments will
be made for accrued interest or dividends. Accordingly, convertible Subordinated
Securities surrendered for conversion between an interest payment date and on or
prior to the record date pertaining to the subsequent interest payment date will
not be considered Outstanding and no interest will be paid on the related
interest payment date. Convertible Subordinated Securities surrendered for
conversion during the period between the close of business on any record date
for an interest payment date for such convertible Subordinated Security and the
opening of business on the related interest payment date (or on the related
interest payment date) shall be considered Outstanding for purposes of payment
of interest on such related interest payment date and therefore must be
accompanied by payment of an amount equal to the interest thereon which the
registered holder is to receive.

In the case of any consolidation or merger of the Company (with certain
exceptions) or any sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Company, the holder of
convertible Subordinated Securities, after the consolidation, merger, sale,
lease, exchange or other disposition, will have the right to convert such
convertible Subordinated Securities into the kind and amount of securities, cash
and other property that the holder would have been entitled to receive upon or
in connection with such consolidation, merger, sale, lease, exchange or other
disposition, if the holder had held the Common Stock issuable upon conversion of
such convertible Subordinated Securities issued under the applicable
Subordinated Indenture immediately prior to such consolidation, merger, sale,
lease, exchange or other disposition.

PROVISIONS APPLICABLE SOLELY TO COMPANY SUBORDINATED DEBT SECURITIES

Purchase of Company Subordinated Debt Securities at Option of the Holder
upon Change in Control. Unless otherwise specified in the Prospectus Supplement,
if on or prior to maturity there shall have occurred a Change in Control (as
defined below), the Company Subordinated Debt Securities shall be

18
<PAGE> 22

purchased, at the option of the holder thereof, by the Company at the purchase
price specified in the Company Subordinated Debt Securities (the "Change in
Control Purchase Price"), on the date that is 35 business days after the
occurrence of the Change in Control (the "Change in Control Purchase Date"),
subject to the subordination provisions of the Subordinated Debt Indenture and
satisfaction by or on behalf of the holder of the following requirements:

(i) The delivery of a written notice of purchase (a "Change in Control
Purchase Notice") to the Trustee at any time prior to the close of business
on the Change in Control Purchase Date stating (a) the certificate number
or numbers of the Company Subordinated Debt Security or Securities which
the holder will deliver to be purchased, (b) the portion of the principal
amount of the Company Subordinated Debt Security or Securities which the
holder will deliver to be purchased, which portion must be $1,000 or an
integral multiple thereof, and (c) that such Company Subordinated Debt
Security or Securities shall be purchased on the Change in Control Purchase
Date pursuant to the terms and conditions specified in such Company
Subordinated Debt Securities; and

(ii) The delivery of the Company Subordinated Debt Securities, by hand
or by registered mail prior to, on or after the Change in Control Purchase
Date (together with all necessary endorsements) to the Trustee; provided,
however, that such Change in Control Purchase Price shall be so paid
pursuant to the Subordinated Debt Indenture only if the Company
Subordinated Debt Securities so delivered to the Trustee conform in all
respects to the description thereof set forth in the related Change in
Control Purchase Notice.

As provided in the Subordinated Debt Indenture, any holder delivering to
the Trustee the Change in Control Purchase Notice may withdraw such Change in
Control Purchase Notice by delivery at any time prior to or before the close of
business on the Change in Control Purchase Date of a written notice of
withdrawal to the Trustee specifying (i) the certificate number or numbers of
the Company Subordinated Debt Security or Securities in respect of which such
notice of withdrawal is being submitted; (ii) the principal amount of the
Company Subordinated Debt Security or Securities with respect to which such
notice of withdrawal is being submitted; and (iii) the principal amount, if any,
of the Company Subordinated Debt Security or Securities which remain subject to
the original Change in Control Purchase Notice, and which have been or will be
delivered for purchase by the Company.

Upon receipt by the Company of the Change in Control Purchase Notice, the
holder of the Company Subordinated Debt Securities in respect of which such
Change in Control Purchase Notice was given shall (unless such Change in Control
Purchase Notice is withdrawn) thereafter be entitled to receive solely the
Change in Control Purchase Price with respect to such Company Subordinated Debt
Securities. Such Change in Control Purchase Price shall be paid to such holder
promptly following the later of (x) the Change in Control Purchase Date with
respect to such Company Subordinated Debt Securities and (y) the time of
delivery of such Company Subordinated Debt Securities to the Trustee by the
holder thereof in the manner required by the Subordinated Debt Indenture.

Company Subordinated Debt Securities in respect of which a Change in
Control Purchase Notice has been given by the holder thereof may not be
converted into shares of Common Stock on or after the date of the delivery of
such Change in Control Purchase Notice, unless such Change in Control Purchase
Notice has first been validly withdrawn as specified in the Subordinated Debt
Indenture. Notwithstanding the foregoing, there shall be no purchase of any
Company Subordinated Debt Securities if there has occurred and is continuing an
Event of Default (other than a default in the payment of the Change in Control
Purchase Price) as defined in the Subordinated Debt Indenture.

A "Change in Control" shall be deemed to have occurred at such time as any
of the following events shall occur:

(i) Any person (for purposes of the Change in Control provisions of
the Subordinated Debt Indenture only, the term "person" shall mean a
"person" as defined in or for purposes of the Securities Exchange Act of
1934, as amended (and including any rule or regulation promulgated pursuant
thereto and including any successor statute or any rule or regulation
promulgated pursuant thereto, the "Exchange Act"), including any "group"
acting for the purpose of acquiring, holding or disposing of securities
within the meaning of the Exchange Act), together with its Affiliates and
Associates (as
19
<PAGE> 23

defined below), shall file a report under or in response to Schedule 13D or
14D-1 (or any successor schedule, form or report) pursuant to the Exchange
Act disclosing that such person has become the beneficial owner (as the
term "beneficial owner" is defined pursuant to the Exchange Act) of either
(A) 50% or more of the shares of Common Stock then outstanding or (B) 50%
or more of the voting power of the Voting Stock (as hereinafter defined) of
the Company then outstanding; provided, however, that for purposes of this
clause (i), a person shall not be deemed the beneficial owner of (1) any
securities tendered pursuant to a tender offer or exchange offer made by or
on behalf of such person, or its Affiliates or Associates, until such
tendered securities are accepted for purchase or exchange thereunder, or
(2) any securities in respect of which beneficial ownership by such person
arises solely as a result of a revocable proxy delivered in response to a
proxy or consent solicitation that is made pursuant to, and in accordance
with, the Exchange Act and not then reportable on Schedule 13D (or any
successor schedule, form or report) under the Exchange Act.

(ii) There shall be consummated any sale, transfer, lease or
conveyance of all or substantially all of the properties and assets of the
Company to any other corporation or corporations or other person or persons
(other than a Subsidiary of the Company).

(iii) There shall be consummated any consolidation of the Company with
or merger of the Company with or into any other corporation or corporations
or entity or entities (whether or not affiliated with the Company) in which
the Company is not the sole surviving or continuing corporation or pursuant
to which the shares of Common Stock outstanding immediately prior to the
consummation of such consolidation or merger are converted into cash,
securities or other property, other than a consolidation or merger in which
the holders of shares of Common Stock receive, directly or indirectly, (A)
75% or more of the common stock of the sole surviving or continuing
corporation outstanding immediately following the consummation of such
consolidation or merger and (B) securities representing 75% or more of the
combined voting power of the Voting Stock of the sole surviving or
continuing corporation outstanding immediately following the consummation
thereof of such consolidation or merger.

"Associate" shall have the meaning ascribed to such term pursuant to the
Exchange Act as in effect on the date of the Subordinated Debt Indenture.

"Voting Stock" shall mean, with respect to any person, the capital stock of
such person having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such persons
(irrespective of whether or not at the time capital stock of any other class or
classes shall have or might have voting power by reason of the happening of any
contingency).

Within 15 business days after the occurrence of a Change in Control, the
Company shall mail a written notice of Change in Control by first-class mail to
the Trustee and to each Holder (and to beneficial owners as required by
applicable law) and shall cause a copy of such notice to be published at least
once in the national edition of The Wall Street Journal. The notice shall
include or transmit a form of Change in Control Purchase Notice to be completed
by the holder and shall state: (i) the events causing a Change in Control and
the date of such Change in Control; (ii) the date by which the Change in Control
Purchase Notice pursuant to the Subordinated Debt Indenture must be given; (iii)
the Change in Control Purchase Date; (iv) the Change in Control Purchase Price;
(v) the name and address of the Trustee; (vi) that the Company Subordinated Debt
Securities must be surrendered to the Trustee to collect payment; (vii) that the
Change in Control Purchase Price for any Company Subordinated Debt Security as
to which a Change in Control Purchase Notice has been given and not withdrawn
will be paid promptly following the later of the Change in Control Purchase Date
or the time of surrender of such Company Subordinated Debt Securities; (viii)
the procedures the holder must follow to exercise rights under the Subordinated
Debt Indenture and a brief description of those rights; and (ix) the procedures
for withdrawing a Change in Control Purchase Notice.

Prior to 12:00 Noon (local time in the City of New York) on the business
day following the Change in Control Purchase Date, the Company shall deposit
with the Trustee an amount of cash in immediately available funds or securities,
if expressly permitted under the Subordinated Debt Indenture, sufficient to pay
the aggregate Change in Control Purchase Price of all Company Subordinated Debt
Securities or portions thereof which are to be purchased. If a deposit is made
with the Trustee of the aforesaid amount of cash or securities, the Company
Subordinated Debt Securities or portions thereof with respect to which a Change
in

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<PAGE> 24

Control Purchase Notice has been delivered and not validly withdrawn shall
become due and payable as of the business day following the applicable Change in
Control Purchase Date, and on and after such date interest on such Company
Subordinated Debt Securities shall cease and all other rights of the holders
thereof shall terminate, other than the right to receive the Change in Control
Purchase Price upon delivery of such Company Subordinated Debt Securities to the
Trustee. To the extent that the aggregate amount of cash deposited by the
Company exceeds the aggregate Change in Control Purchase Price of the Company
Subordinated Debt Securities or portions thereof to be purchased, then promptly
after the Change in Control Purchase Date, the Trustee shall return any such
excess to the Company, together with interest or dividends, if any, thereon.

CONCERNING THE TRUSTEES

Each of the Trustees is a depositary for funds of, makes loans to and
performs other services for the Company and certain of its affiliates in the
normal course of business.

Chase Bank of Texas will serve as Trustee under the Senior Subordinated
Debt Indenture and as Trustee under the Subordinated Debt Indenture. No
securities were outstanding as of March 31, 1998 under the Senior Subordinated
Debt Indenture or the Subordinated Debt Indenture. Chase Bank of Texas currently
serves as Trustee under (i) the Debenture Indenture (the "Debenture Indenture")
dated as of June 15, 1992, between the Company and Chase Bank of Texas, as
trustee, and (ii) the Guarantees of Notes of Subsidiaries Indenture (the
"Guarantees Indenture") dated as of May 1, 1970, between the Company and Chase
Bank of Texas, as trustee. Debt of the Company issued pursuant to the Debenture
Indenture and the Guarantees Indenture constitutes Senior Indebtedness. As of
March 31, 1998, the Company had outstanding approximately $48.3 million
principal amount of Senior Indebtedness issued pursuant to the Debenture
Indenture and approximately $46.9 million principal amount of guarantees issued
pursuant to the Guarantees Indenture.

The Bank of New York will serve as Trustee under the Senior Debt Indenture
and as of March 31, 1998 there were no Securities outstanding under such Senior
Debt Indenture. The Bank of New York currently serves as Trustee under the
Senior Indenture dated as of February 1, 1993 (the "1993 Senior Debt Indenture")
pursuant to which unsecured debt securities of SCI are outstanding representing
approximately $2,193.2 million of Senior Indebtedness as of March 31, 1998.

Pursuant to the Trust Indenture Act, a trustee under an indenture may be
deemed to have a conflicting interest, and may, under certain circumstances set
forth in the Trust Indenture Act, be required to resign as trustee under such
indenture, if the securities issued under such indenture are in default (as such
term is defined in such indenture) and the trustee is the trustee under another
indenture under which any other securities of the same obligor are outstanding,
subject to certain exceptions set forth in the Trust Indenture Act. In such
event, the obligor must take prompt steps to have a successor trustee appointed
in the manner provided in the indenture from which the trustee has resigned.

Pursuant to the Trust Indenture Act, Chase Bank of Texas, as trustee under
the Senior Subordinated Debt Indenture, the Subordinated Debt Indenture, the
Debenture Indenture and the Guarantees Indenture, and The Bank of New York, as
trustee under the Senior Debt Indenture and the 1993 Senior Debt Indenture,
could be required to resign as trustee under one or more of such indentures
should a default occur under one or more of such indentures. In such event, the
Company would be required to take prompt steps to have a successor trustee or
successor trustees appointed in the manner provided in the applicable indenture
or indentures.

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<PAGE> 25

DESCRIPTION OF CAPITAL STOCK

GENERAL

As of May 12, 1998, the Company had authorized capital stock consisting of
1,000,000 shares of Preferred Stock, $1.00 par value per share (the "Preferred
Stock"), and 500,000,000 shares of Common Stock. As of May 12, 1998, the Company
had outstanding 255,998,673 shares of Common Stock, and 25,196,110 shares were
reserved for future issuance. No shares of Preferred Stock were outstanding on
such date.

The following description of the Common Stock does not purport to be
complete and is qualified in its entirety by reference to applicable provisions
of Texas law, the Company's Restated Articles of Incorporation (the "Articles of
Incorporation"), the Company's Bylaws (the "Bylaws"), the Rights Agreement dated
as of July 18, 1988, as amended (the "Series C Rights Agreement"), between the
Company and Society National Bank, as successor agent thereunder (the "Series C
Rights Agent"), and the Rights Agreement dated as of May 14, 1998 (the "Series D
Rights Agreement") between the Company and Harris Trust and Savings Bank, as
rights agent (the "Series D Rights Agent"). The Series C Rights Agreement and
the rights issued pursuant thereto expire on July 28, 1998, at which time the
preferred share purchase rights under the Series D Rights Agreement will be
issued to the Company's stockholders of record on that date. See "-- Shareholder
Rights Plan" below.

COMMON STOCK

Subject to the prior rights of holders of shares of the Preferred Stock,
the holders of shares of Common Stock (i) are entitled to such dividends as may
be declared by the Board of Directors of the Company out of funds legally
available therefor; (ii) are entitled to one vote per share; (iii) have no
preemptive or conversion rights; (iv) are not subject to, or entitled to the
benefits of, any redemption or sinking fund provision; and (v) are entitled upon
liquidation to receive the assets of the Company remaining after the payment of
corporate debts and the satisfaction of liquidation preference of the Preferred
Stock. Voting is non-cumulative. The outstanding shares of Common Stock are
fully paid and non-assessable.

Under the terms of the credit agreements between the Company and its bank
lenders, there are no restrictions upon the payment of cash dividends on, or the
repurchase of, the Common Stock; except that under the terms of credit
agreements with certain banks SCI is required to maintain a net worth (as
defined) in excess of $1.1 billion. This net worth requirement could from time
to time restrict the payment of dividends on the Common Stock. At March 31,
1998, the Company's net worth (as defined) was $2.830 billion.

The Transfer Agent and Registrar for the Common Stock is Harris Trust and
Savings Bank, Chicago, Illinois.

CERTAIN PROVISIONS AFFECTING CONTROL OF THE COMPANY

The Articles of Incorporation contain various provisions that may be deemed
to have an anti-takeover effect. These provisions include the following: (i) the
requirement of a four-fifths vote of outstanding shares of capital stock (a) to
approve the merger or consolidation of the Company, or the exchange by the
Company of its securities, with a holder of 10% or more of the Company's capital
stock, (b) to remove directors with or without cause and (c) to amend or repeal
any of these provisions; (ii) the creation of a classified Board of Directors
consisting of three classes; (iii) the establishment of a minimum of nine and a
maximum of 15 directors; (iv) the ability of the directors, by four-fifths vote,
to remove a director, subject to approval by a majority vote of the
shareholders; and (v) the right of directors to fill vacancies on the board
without the approval of shareholders.

SHAREHOLDER RIGHTS PLAN

Series C Rights Plan. On July 18, 1988, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (a "Series C
Right") for each share of Common Stock outstanding at the close of business on
July 28, 1988. The Series C Rights are substantially similar to the Series D
Rights (see

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<PAGE> 26

"-- Shareholders Rights Plan -- Series D Rights Plan" below) with the exception
that the purchase price with respect to the Series C Rights is $28 1/3 per
one-three hundredth ( 1/300) of a Series C preferred share.

The Series C Rights and the Series C Rights Agreement will expire on July
28, 1998, unless earlier redeemed by the Company.

Series D Rights Plan. On May 14, 1998, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock of the Company. The dividend is
payable on July 28, 1998 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series D Junior Participating Preferred
Stock, par value $1.00 per share (the "Series D Preferred Shares"), of the
Company at a price of $220 per one one-thousandth of a Series D Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in the Series D Rights Agreement.

Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 20% or more of the outstanding
Common Stock or (ii) 10 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 offer 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 Common Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of a Summary of Rights
attached thereto.

The Series D Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuance of Common Stock will
contain a notation incorporating the Series D Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Stock outstanding as
of the Record Date, even without such notation or a copy of a Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on July 28, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

The Purchase Price payable, and the number of Series D Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series D
Preferred Shares, (ii) upon the grant to holders of the Series D Preferred
Shares of certain rights or warrants to subscribe for or purchase Series D
Preferred Shares at a price, or securities convertible into Series D Preferred
Shares with a conversion price, less than the then-current market price of the
Series D Preferred Shares or (iii) upon the distribution to holders of the
Series D Preferred Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Series D Preferred Shares) or of subscription rights or
warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-thousandths of a
Series D Preferred Share issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

Series D Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each Series D Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 1,000 times the dividend declared per share of Common
Stock. In the
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<PAGE> 27

event of liquidation, the holders of the Series D Preferred Shares will be
entitled to a minimum preferential liquidation payment of $1,000 per share but
will be entitled to an aggregate payment of 1,000 times the payment made per
share of Common Stock. In the event of any merger, consolidation or other
transaction in which Common Stock is exchanged, each Series D Preferred Share
will be entitled to receive 1,000 times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions. Each
Series D Preferred Share will have one vote, voting together with the Common
Stock.

Because of the nature of the Series D Preferred Shares' dividend and
liquidation rights, the value of the one one-thousandth interest in a Series D
Preferred Share purchasable upon exercise of each Right should approximate, to
some degree, the value of one share of Common Stock.

In the event that 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 after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right 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 acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock having 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
Common Stock, the Board of Directors of the Company 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 of a
number of shares of preferred stock, or fraction thereof, having equivalent
value to one share of Common Stock) per Right (subject to adjustment).

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

At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
Common Stock, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the threshold for exercisability of the Rights from 20% to not less
than the greater of (i) any percentage greater than the largest percentage of
the outstanding Common Stock then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.

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<PAGE> 28

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

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board of Directors
may, at its option, at any time prior to the time a person has become an
Acquiring Person, redeem all but not less than all the then outstanding Rights
at the Redemption Price.

PREFERRED STOCK

Under the Articles of Incorporation, SCI has the authority to issue
1,000,000 shares of Preferred Stock. The Board of Directors of SCI is empowered,
without approval of the shareholders, to cause shares of Preferred Stock to be
issued in one or more series, with the number of shares of each series and the
rights, preferences and limitations of each series to be determined by it. Among
the specific matters that may be determined by the Board of Directors are the
rate of dividends, redemption and conversion prices and terms and amounts
payable in the event of liquidation. Dividends on the Preferred Stock, both for
the current period and all past periods, must be paid or set apart for payment
before any dividends (other than in stock junior to the Preferred Stock) can be
paid on the Common Stock and before any other distribution on or redemption of
any Common Stock by the Company. The holders of Preferred Stock will be entitled
to one vote per share in the election of directors and on all matters submitted
to shareholders. The Company may not, without the approval of the holders of at
least two-thirds of the outstanding shares of Preferred Stock (and subject to
the provisions of the Articles of Incorporation referred to under "-- Certain
Provisions Affecting Control of the Company" above), among other things, amend
or repeal any provision of, or add any provision to, the Articles of
Incorporation or Bylaws of the Company if such action would alter or change the
preferences, rights, privileges or powers of, or the restrictions provided for
the benefit of, the Preferred Stock. Except for matters on which the Preferred
Stock is entitled to vote as a class, shares of outstanding Preferred Stock vote
together with the Common Stock. Voting is noncumulative. If dividends payable on
any series shall be in arrears in an amount equivalent to six dividend payments,
the holders of Preferred Stock voting as a class have the right to elect two
directors to the Board of Directors to serve until all past due dividends have
been paid. Issuance of Preferred Stock could involve dilution of the equity of
the holders of Common Stock and restriction on the rights of such shareholders
to receive dividends. The Board of Directors has designated and reserved for
issuance 950,000 shares of the Company's Preferred Stock as Series C Junior
Participating Preferred Stock and 500,000 shares of the Company's Preferred
Stock as Series D Junior Participating Preferred Stock, which may be issued upon
the exercise of the preferred share purchase rights that are associated with the
Common Stock. See "-- Shareholder Rights Plan" above.

DESCRIPTION OF COMMON STOCK WARRANTS

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

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<PAGE> 29

GENERAL

Reference is made to the accompanying Prospectus Supplement relating to the
Common Stock Warrants, if Common Stock Warrants are offered, for the following
terms of the Common Stock Warrants:

(i) the offering price;

(ii) the number of shares of Common Stock purchasable upon exercise of
each such Common Stock Warrant and the price at which such number of shares
of Common Stock may be purchased upon such exercise;

(iii) the date on which the right to exercise such Common Stock
Warrants shall commence and the date on which such right shall expire (the
"Expiration Date"); and

(iv) any other terms of such Common Stock Warrants (and the
accompanying Prospectus Supplement may state that any of the terms set
forth herein are inapplicable to such series).

Common Stock Warrants for the purchase of Common Stock will be offered and
exercisable for U.S. dollars only and will be in registered form only.

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

EXERCISE OF COMMON STOCK WARRANTS

Each Common Stock Warrant will entitle the holder thereof to purchase such
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 Common
Stock 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 Common Stock Warrants will become void.

Common Stock Warrants may be exercised by delivering to the 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 Common Stock
Warrant Certificate. Common Stock Warrants will be deemed to have been exercised
upon receipt of payment of the exercise price, subject to the receipt of the
Common Stock Warrant Certificate evidencing such Common Stock Warrants. Upon
receipt of such payment and the Common Stock Warrant Certificate properly
completed and duly executed at the corporate trust office of the Warrant Agent
or any other office indicated in the applicable Prospectus Supplement, the
Company will, as soon as practicable, issue and deliver the Common Stock
purchasable upon such exercise. If fewer than all of the Common Stock Warrants
represented by such Common Stock Warrant Certificate are exercised, a new Common
Stock Warrant Certificate will be issued for the remaining amount of Common
Stock Warrants.

AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENT

The Warrant Agreement for a series of Common Stock Warrants may be amended
or supplemented without the consent of the holders of the Common Stock Warrants
issued thereunder to effect changes that are not inconsistent with the
provisions of the Common Stock Warrants and that do not adversely affect the
interests of the holders of the Common Stock 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) the
issuance of Common Stock as a dividend or distribution on the Common
26
<PAGE> 30

Stock; (ii) subdivisions and combinations of the Common Stock; (iii) the
issuance to all holders of Common Stock of certain rights or warrants entitling
them to subscribe for or purchase Common Stock within 45 days after the date
fixed for the determination of the shareholders entitled to receive such rights
or warrants, at less than the current market price (as defined in the Warrant
Agreement for such series of Common Stock Warrants); and (iv) the distribution
to all holders of Common Stock of evidences of indebtedness or assets of the
Company (excluding certain cash dividends and distributions described below) or
rights or warrants to subscribe for or purchase such evidences of indebtedness
or assets (excluding those referred to above). If the Company shall distribute
any rights or warrants to acquire capital stock pursuant to clause (iv) above
(the "Capital Stock Rights"), pursuant to which separate certificates
representing such Capital Stock Rights will be distributed subsequent to the
initial distribution of such Capital Stock Rights (whether or not such
distribution shall have occurred prior to the date of the issuance of a series
of Common Stock Warrants), such subsequent distribution shall be deemed to be
the distribution of such Capital Stock Rights; provided that the Company may, in
lieu of making any adjustment in the exercise price of, and the number of shares
of Common Stock covered by, a Common Stock Warrant upon a distribution of
separate certificates representing such Capital Stock Rights, make proper
provision so that each holder of such a Common Stock Warrant who exercises such
Common Stock Warrant (or any portion thereof) (a) before the record date for
such distribution of separate certificates shall be entitled to receive upon
such exercise shares of Common Stock issued with Capital Stock Rights and (b)
after such record date and prior to the expiration, redemption or termination of
such Capital Stock Rights shall be entitled to receive upon such exercise, in
addition to the shares of Common Stock issuable upon such exercise, the same
number of such Capital Stock Rights as would a holder of the number of shares of
Common Stock that such Common Stock Warrant so exercised would have entitled the
holder thereof to acquire in accordance with the terms and provisions applicable
to the Capital Stock Rights if such Common Stock Warrant was exercised
immediately prior to the record date for such distribution. Common Stock owned
by or held for the account of the Company or any majority owned subsidiary shall
not be deemed outstanding for the purpose of any adjustment required pursuant to
clause (iv) of this paragraph.

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 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; provided that any such adjustment
not so made will be carried forward and taken into account in any subsequent
adjustment; and provided further that any such adjustment not so made shall be
made no later than three years after the occurrence of the event requiring such
adjustment to be made or carried forward. 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 securities carrying the
right to purchase any of the foregoing.

In the case of (i) a reclassification or change of the Common Stock, (ii) a
consolidation or merger involving the Company or (iii) a sale or conveyance to
another corporation of the property and assets of the Company as an entirety or
substantially as an entirety, in each case as a result of which holders of the
Company's Common Stock shall be entitled to receive stock, securities, other
property or assets (including cash) with respect to or in exchange for such
Common Stock, the holders of the Common Stock Warrants then outstanding will be
entitled thereafter to convert such Common Stock Warrants into the kind and
amount of shares of stock and other securities or property which they would have
received upon such reclassification, change, consolidation, merger, sale or
conveyance had such Common Stock Warrants been exercised immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance.

27
<PAGE> 31

PLAN OF DISTRIBUTION

The Company may sell Securities to or through underwriters, and also may
sell Securities directly to other purchasers or through agents. The distribution
of the Securities may be effected from time to time in one or more transactions
at a fixed price or prices, which may be changed, or at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices.

In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions or commissions. 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
agents. Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company, and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions, under the Act.
Any such underwriter or agent will be identified, and any such compensation
received from the Company will be described, in the Prospectus Supplement.

Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.

If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Securities from the Company, pursuant to
contracts providing for payments and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the offered
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and such other
agents will not have any responsibility in respect of the validity or
performance of such contracts.

LEGAL MATTERS

The validity of the Securities offered hereby will be passed upon for the
Company by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Houston, Texas, special
counsel for the Company.

EXPERTS

The consolidated financial statements of Service Corporation International
at December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997 appearing in Service Corporation International's Annual
Report (Form 10-K) for the year ended December 31, 1997, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand, L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.

28
<PAGE> 32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an estimate (except for the Securities and Exchange
Commission registration fee) of the fees and expenses payable by the Company in
connection with the distribution of the Securities:

<TABLE>
<S> <C>
SEC registration fee........................................ $280,250
Printing costs.............................................. 100,000
Legal fees and expenses..................................... 75,000
Accounting fees and expenses................................ 100,000
Blue Sky fees and expenses.................................. 15,000
Trustee fees and expenses................................... 30,000
Rating agency fee........................................... 70,000
Miscellaneous............................................... 30,000
--------
Total............................................. $700,250
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Texas corporation.

Article 2.02-1 of the Texas Business Corporation Act (the "TBCA") provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he was, is, or is threatened to be made a named defendant by
reason of his position as director or officer, provided that he conducted
himself in good faith and reasonably believed that, in the case of conduct in
his official capacity as a director or officer of the corporation, such conduct
was in the corporation's best interests; and, in all other cases, that such
conduct was at least not opposed to the corporation's best interests. In the
case of a criminal proceeding, a director or officer may be indemnified only if
he had no reasonable cause to believe his conduct was unlawful. If a director or
officer is a wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory.

Under the Company's Restated Articles of Incorporation, as amended (the
"Articles of Incorporation"), no director of the registrant will be liable to
the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omission not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv)
for acts or omissions for which the liability of a director is expressly
provided by statute, or (v) for acts related to an unlawful stock repurchase or
dividend payment. The Articles of Incorporation further provide that, if the
statutes of Texas are amended to further limit the liability of a director, then
the liability of the Company's directors will be limited to the fullest extent
permitted by any such provision.

The Company's Bylaws provide for indemnification of officers and directors
of the registrant and persons serving at the request of the registrant in such
capacities for other business organizations against certain losses, costs,
liabilities, and expenses incurred by reason of their positions with the
registrant or such other business organizations. The Company also has policies
insuring its officers and directors and certain officers and directors of its
wholly owned subsidiaries against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Act").

For a statement of the Company's undertakings with respect to
indemnification of directors and officers, see Item 17 below.

II-1
<PAGE> 33

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
**1.1 -- Form of Underwriting Agreement (Debt Securities).
**1.2 -- Form of Underwriting Agreement (Common Stock).
**1.3 -- Form of Underwriting Agreement (Warrants).
3.1 -- Restated Articles of Incorporation. (Incorporated by
reference to Exhibit 3.1 to Form S-3 dated August 27,
1996).
3.2 -- Articles of Amendment to Restated Articles of
Incorporation. (Incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30,
1996).
3.3 -- Bylaws, as amended. (Incorporated by reference to Exhibit
3.7 to Form 10-K for the fiscal year ended December 31,
1991).
*4.1 -- Form of 1998 Senior Indenture between SCI and The Bank of
New York, as Trustee.
*4.2 -- Form of 1998 Senior Subordinated Indenture between SCI
and Chase Bank of Texas, National Association, as
Trustee.
*4.3 -- Form of 1998 Subordinated Indenture between SCI and Chase
Bank of Texas, National Association, as Trustee.
4.4 -- Rights Agreement dated as of July 18, 1988 between the
Company and Texas Commerce Bank National Association, now
known as Chase Bank of Texas, National Association.
(Incorporated by reference to Exhibit 1 to Form 8-K dated
July 18, 1988).
4.5 -- Amendment, dated as of May 10, 1990, to the Rights
Agreement, dated as of July 18, 1988, between the Company
and Texas Commerce Bank National Association, now known
as Chase Bank of Texas, National Association.
(Incorporated by reference to Exhibit 1 to Form 8-K dated
May 10, 1990).
4.6 -- Agreement Appointing a Successor Rights Agent under
Rights Agreement, dated as of June 1, 1990, by the
Company and Ameritrust Company National Association.
(Incorporated by reference to Exhibit 4.1 to Form 10-Q
for the fiscal quarter ended June 30, 1990).
4.7 -- Rights Agreement dated as of May 14, 1998 between the
Company and Harris Trust and Savings Bank (Incorporated
by reference to Exhibit 1 to Form 8-A dated May 15,
1998).
4.8 -- Form of Common Stock Warrant Agreement (including Form of
Warrant). (Incorporated by reference to Exhibit 4.9 to
Form S-3 dated August 27, 1996).
*5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
regarding the Securities.
12.1 -- Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12.1 to Form 10-Q for the fiscal
quarter ended March 31, 1998.)
12.2 -- Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12.1 to Form 10-K for the fiscal
year ended December 31, 1997).
*23.1 -- Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in their opinion filed as Exhibit 5.1).
*23.2 -- Consent of Independent Accountants (Coopers & Lybrand
L.L.P.).
*24.1 -- Powers of Attorney.
*24.2 -- Certified Board Resolutions.
</TABLE>

II-2
<PAGE> 34

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*25.1 -- Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation Designated
to Act as Trustee on Form T-1 with respect to the Company
Senior Debt Securities to be issued pursuant to the Form
of 1998 Senior Debt Indenture between SCI and The Bank of
New York, as Trustee.
*25.2 -- Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation Designated
to Act as Trustee on Form T-1 with respect to the Company
Senior Subordinated Debt Securities to be issued pursuant
to the Form of 1998 Senior Subordinated Debt Indenture
between SCI and Chase Bank of Texas, National
Association, as Trustee.
*25.3 -- Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation Designated
to Act as Trustee on Form T-1 with respect to the Company
Subordinated Debt Securities to be issued pursuant to the
Form of 1998 Subordinated Debt Indenture between SCI and
Chase Bank of Texas, National Association, as Trustee.
</TABLE>

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

* Filed herewith.

** The Company will file any underwriting agreement relating to Company Debt
Securities, Common Stock or Warrants that it may enter into, and any form of
Company Debt Securities, Common Stock or Warrants not previously filed, as an
exhibit to a Current Report on Form 8-K.

(b) Financial Statement Schedules.

Financial statement schedules for the three years ended December 31, 1997.

<TABLE>
<CAPTION>
SCHEDULE
- --------
<S> <C>
II Valuation and Qualifying Accounts
</TABLE>

The Information required by Schedule II for the three years ended December
31, 1997 is incorporated herein by reference to the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the fiscal year
ended December 31, 1997.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

II-3
<PAGE> 35

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

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

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

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

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

(d) The undersigned registrant hereby undertakes that:

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

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

(e) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the applicable trustees to act
under subsection (a) of Section 310 of the Trust Indenture Act, as amended, in
accordance with the Rules and Regulations prescribed by the Commission under
Section 305(b)(2) of that Act.

II-4
<PAGE> 36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Service
Corporation International certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on this 29th
day of May, 1998.

SERVICE CORPORATION INTERNATIONAL

By: /s/ JAMES M. SHELGER
------------------------------------
James M. Shelger
Senior Vice President, General
Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.

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

* Chairman of the Board and Chief May 29, 1998
- ----------------------------------------------------- Executive Officer
R. L. Waltrip

* Senior Vice President and Chief May 29, 1998
- ----------------------------------------------------- Financial Officer (Principal
George R. Champagne Financial Officer)

* Corporate Controller of SCI May 29, 1998
- ----------------------------------------------------- Management Corporation (a
Wesley T. McRae subsidiary of the Registrant)
(Principal Accounting Officer)

* Director May 29, 1998
- -----------------------------------------------------
Anthony L. Coelho

* Director May 29, 1998
- -----------------------------------------------------
Jack Finkelstein

* Director May 29, 1998
- -----------------------------------------------------
A.J. Foyt, Jr.

* Director May 29, 1998
- -----------------------------------------------------
James H. Greer

* Director May 29, 1998
- -----------------------------------------------------
L. William Helligbrodt

* Director May 29, 1998
- -----------------------------------------------------
B.D. Hunter

* Director May 29, 1998
- -----------------------------------------------------
John W. Mecom, Jr.
</TABLE>

II-5
<PAGE> 37

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

* Director May 29, 1998
- -----------------------------------------------------
Clifton H. Morris, Jr.

* Director May 29, 1998
- -----------------------------------------------------
E.H. Thornton, Jr.

* Director May 29, 1998
- -----------------------------------------------------
W. Blair Waltrip

* Director May 29, 1998
- -----------------------------------------------------
Edward E. Williams
</TABLE>

*By: /s/ JAMES M. SHELGER

-------------------------------
James M. Shelger
Attorney-in-Fact

II-6
<PAGE> 38

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>

**1.1 -- Form of Underwriting Agreement (Debt Securities).
**1.2 -- Form of Underwriting Agreement (Common Stock).
**1.3 -- Form of Underwriting Agreement (Warrants).
3.1 -- Restated Articles of Incorporation. (Incorporated by
reference to Exhibit 3.1 to Form S-3 dated August 27,
1996).
3.2 -- Articles of Amendment to Restated Articles of
Incorporation. (Incorporated by reference to Exhibit 3.1
to Form 10-Q for the fiscal quarter ended September 30,
1996).
3.3 -- Bylaws, as amended. (Incorporated by reference to Exhibit
3.7 to Form 10-K for the fiscal year ended December 31,
1991).
*4.1 -- Form of 1998 Senior Indenture between SCI and The Bank of
New York, as Trustee.
*4.2 -- Form of 1998 Senior Subordinated Indenture between SCI
and Chase Bank of Texas, National Association, as
Trustee.
*4.3 -- Form of 1998 Subordinated Indenture between SCI and Chase
Bank of Texas, National Association, as Trustee.
4.4 -- Rights Agreement dated as of July 18, 1988 between the
Company and Texas Commerce Bank National Association, now
known as Chase Bank of Texas, National Association.
(Incorporated by reference to Exhibit 1 to Form 8-K dated
July 18, 1988).
4.5 -- Amendment, dated as of May 10, 1990, to the Rights
Agreement, dated as of July 18, 1988, between the Company
and Texas Commerce Bank National Association, now known
as Chase Bank of Texas, National Association.
(Incorporated by reference to Exhibit 1 to Form 8-K dated
May 10, 1990).
4.6 -- Agreement Appointing a Successor Rights Agent under
Rights Agreement, dated as of June 1, 1990, by the
Company and Ameritrust Company National Association.
(Incorporated by reference to Exhibit 4.1 to Form 10-Q
for the fiscal quarter ended June 30, 1990).
4.7 -- Rights Agreement dated as of May 14, 1998 between the
Company and Harris Trust and Savings Bank (Incorporated
by reference to Exhibit 1 to Form 8-A dated May 15,
1998).
4.8 -- Form of Common Stock Warrant Agreement (including Form of
Warrant). (Incorporated by reference to Exhibit 4.9 to
Form S-3 dated August 27, 1996).
*5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
regarding the Securities.
12.1 -- Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12.1 to Form 10-Q for the fiscal
quarter ended March 31, 1998.)
12.2 -- Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12.1 to Form 10-K for the fiscal
year ended December 31, 1997).
*23.1 -- Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in their opinion filed as Exhibit 5.1).
*23.2 -- Consent of Independent Accountants (Coopers & Lybrand
L.L.P.).
*24.1 -- Powers of Attorney.
*24.2 -- Certified Board Resolutions.
</TABLE>
<PAGE> 39

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

* Filed herewith.

** The Company will file any underwriting agreement relating to Debt Securities,
Common Stock or Warrants that it may enter into, and any form of Debt
Securities, Common Stock or Warrants not previously filed, as an exhibit to a
Current Report on Form 8-K.

<PAGE> 1

EXHIBIT 4.1

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

SERVICE CORPORATION INTERNATIONAL

AND

THE BANK OF NEW YORK

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

1998 SENIOR INDENTURE

Dated as of ____ 1, ____

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

<PAGE> 2
CROSS REFERENCE SHEET*

Provisions of Trust Indenture Act of 1939 and 1998 Senior Indenture
to be dated as of ____ 1, ____ between SERVICE CORPORATION INTERNATIONAL and
THE BANK OF NEW YORK, Trustee:

<TABLE>
<CAPTION>
SECTION OF THE ACT SECTION OF INDENTURE
- ------------------ --------------------
<S> <C>
310(a)(1), (2) and (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
310(a)(3) and (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8 and 6.10(a), (b) and (d)
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13(a) and (c)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13(b) and (c)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 and 4.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2(a) and (b)(i) and (ii)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2(c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4(a)(i), (ii), (iii), (iv), (v),
(vi) and (vii)
313(a)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
313(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4(c)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4(d)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
314(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
315(a), (c) and (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9
316(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
316(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not required
316(a) (last sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5(a)
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7
</TABLE>

__________________________________

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

<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE
DEFINITIONS

SECTION 1.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Capitalized Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Non-Recourse Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Non-Recourse Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Original issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Original issue discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>

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Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Principal Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Vice president . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.2 Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.3 Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.4 Authentication and Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 2.5 Execution of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.6 Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.7 Denomination and Date of Securities; Payments of Interest . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.10 Cancellation of Securities; Disposition Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.12 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.2 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.3 Office for Notices and Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.5 Provision as to Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.6 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.7 Limitation on Sale and Leaseback Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.8 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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SECTION 3.9 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.10 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders . . . . . . . . . 20
SECTION 4.2 Preservation and Disclosure of Securityholders Lists . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.3 Reports by the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.2 Payment of Securities on Default; Suit Therefor . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.3 Application of Moneys Collected by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.4 Proceedings by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.5 Proceedings by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.6 Remedies Cumulative and Continuing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.7 Direction of Proceedings; Waiver of Defaults by Majority of Securityholders . . . . . . . . . . . . 28
Section 5.8 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.9 Undertaking to Pay Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default . . . . . . . . . . . . 30
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc. . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim . . . . . . . . . . . . . . . . . . 32
SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc. . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.8 Qualification of Trustee; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.9 Persons Eligible for Appointment as Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee . . . . . . . . . . . . . . . . . . . . . 38
SECTION 6.11 Acceptance of Appointment by Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee . . . . . . . . . . . . . . . 40
SECTION 6.13 Preferential Collection of Claims Against the Issuer . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>

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<TABLE>

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

<S> <C> <C>
SECTION 7.1 Evidence of Action Taken by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.2 Proof of Execution of Instruments and of Holding of Securities . . . . . . . . . . . . . . . . . . . 44
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.4 Securities Owned by issuer Deemed Not Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.6 Record Date for Consents and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.2 Supplemental Indentures With Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 8.4 Documents to be Given to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 48

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

SECTION 9.1 Issuer May Consolidate, etc. on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.2 Securities to be Secured in Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.3 Successor Corporation to be Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.4 Opinion of Counsel to be Given Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 10.2 Application by Trustee of Funds Deposited for Payment of Securities . . . . . . . . . . . . . . . . 52
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years . . . . . . . . . . . . . 52
SECTION 10.5 Indemnity for U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities . . . . . . . . . 53
SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of Securities . . . . . . . . . . . . . . . . . 53
SECTION 11.5 Officer's Certificates and Opinions of Counsel; Statements to be Contained Therein . . . . . . . . . 54
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SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . 55
SECTION 11.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 11.10 Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 12.3 Payment of Securities Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption . . . . . . . . . . . . . 57
SECTION 12.5 Mandatory of Optional Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>

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THIS 1998 SENIOR INDENTURE, dated as of ____ 1, ____ between SERVICE
CORPORATION INTERNATIONAL, a Texas corporation (the "Issuer"), and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (the "Trustee"),

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the 'Securities') up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture;

WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities
by the Holders thereof, the Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective Holders from time to
time of the Securities as follows:

ARTICLE ONE
DEFINITIONS

Section 1.1 For all purposes of this Indenture and of any
indenture supplemental hereto, the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly provided
or unless the context otherwise clearly requires). All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, including terms
defined therein by reference to the Securities Act of 1933, shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture (except as herein
otherwise expressly provided or unless the context otherwise clearly requires).

All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the date of
execution and delivery of this Indenture.

The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The expressions "date of this
Indenture", "date hereof", "date as of which this Indenture is dated" and "date
of execution and delivery of this Indenture" and other expressions of similar
import refer to the effective date of the original execution and delivery of
this Indenture, viz. ________ 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.

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"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.

"Assets" means any property of the Issuer or a Subsidiary used in
businesses in which the Issuer and its Subsidiaries are engaged at the date of
execution and delivery of this Indenture.

"Authenticating Agent" shall have the meaning set forth in Section
6.14.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code sec. 101 et seq., or any successor statute thereto.

"Board of Directors" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

"Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect.

"Business Day" means, with respect to any Security, a day that (a) in
the Place of Payment (or in any of the Places of Payment, if more than one) in
which amounts are payable, as specified in the form of such Security, and (b)
in the city in which the Corporate Trust Office is located, is not a day on
which banking institutions are authorized or required by law or regulation to
close.

"Capitalized Lease" means any lease of property where the obligations
of the lessee thereunder are required to be classified and accounted for as a
capitalized lease on a balance sheet of such lessee under generally accepted
accounting principles.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act of 1939, then the body performing such duties on such
date.

"Consolidated Assets" means, as to any Person, total consolidated
assets (including assets subject to Capitalized Leases) of such Person and of
its Consolidated Subsidiaries, as determined in accordance with generally
accepted accounting principles.

"Consolidated Subsidiary" means, as to any Person, each Subsidiary of
such Person the accounts of which are or should be consolidated with the
accounts of such Person in reporting the consolidated financial statements of
such Person in accordance with generally accepted accounting principles.

"Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, Floor 21 West, New York, New
York 10286, Attention: Corporate Trust Administration.

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<PAGE> 10
The term "covenant" shall have the meaning set forth in Section 3.1.

"Current Assets" of any Person includes all assets of such Person
which would in accordance with generally accepted accounting principles be
classified as current assets.

"Current Liabilities" of any Person includes all liabilities of such
Person which would in accordance with generally accepted accounting principles
be classified as current liabilities.

"Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and, if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Global
Securities of such series.

"Event of Default" means any event or condition specified as such in
Section 5.1.

"Global Security" means a Security evidencing all or a part of a
series of Securities issued to the Depositary for such series in accordance
with Section 2.3 and bearing the legend prescribed in Section 2.4.

"Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the Person in whose name such Security
is registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof.

"Indebtedness" means, with respect to any Person,

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

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

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<PAGE> 11
(c) any amendments, modifications, refundings, renewals
or extensions of any indebtedness or obligation described as
Indebtedness in clause (a) or (b) above.

"Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented or both, including, for all purposes of this instrument and any
such supplement, the provisions of the Trust Indenture Act of 1939 that are
deemed to be a part of and govern this instrument and any such supplement,
respectively, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

The term "interest" means, when used with respect to non-interest
bearing Securities (including, without limitation, any Original Issue Discount
Security which by its terms bears interest only after maturity or upon default
in any other payment due on such Security), interest payable after maturity
(whether at stated maturity, upon acceleration or redemption or otherwise) or
after the date, if any, on which the Issuer becomes obligated to acquire a
Security, whether by purchase or otherwise.

"Issuer" means (except as otherwise provided in Section 6.8) Service
corporation International, a Texas corporation, and, subject to Article Nine,
its successors and assigns.

"Issuer Order" means a written statement, request or order of the
Issuer which is signed in its name by the chairman of the Board of Directors,
the president, any vice president or the treasurer of the Issuer.

"Non-Recourse Indebtedness" means indebtedness where (i) the holders
of such indebtedness agree that they will look solely to the property securing
such indebtedness (and to a Non-Recourse Subsidiary) for payment on or in
respect of such indebtedness, and (ii) no default with respect to such
indebtedness (including any rights which the holders thereof may have to take
enforcement action against a Non-Recourse Subsidiary) would permit (after
notice or passage of time or both), according to the terms thereof, any holder
of any Indebtedness for money borrowed of the Issuer or any Subsidiary to
declare a default on such Indebtedness for money borrowed or cause the payment
thereof to be accelerated or payable prior to its stated maturity.

"Non-Recourse Subsidiary" means a Subsidiary or an Affiliate
established for the purpose of acquiring or investing in property securing
Non-Recourse Indebtedness and substantially all of the assets of which consist
of such property.

"Officer's Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5, if and to the extent required by the provisions of such
Section 11.5. One of the officers signing any Officer's Certificate given
pursuant to Section 4.3 shall be the principal executive, financial or
accounting officer of the Issuer.

"Opinion of Counsel" means an opinion in writing signed by the general
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each
such opinion shall include the statements provided for in Section 11.5, if and
to the extent required by the provisions of such Section 11.5.

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<PAGE> 12
The term "original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

The term "original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth in the case of an Original Issue Discount Security on the face of
such Security).

"Original Issue Discount Security" means any Security that 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 5.1.

"Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except:

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

(b) Securities (other than Securities of any series as to
which the provisions of Article Ten hereof shall not be applicable),
or portions thereof for the payment or redemption of which moneys or
U.S. Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee
or with any Paying Agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the Holders
of such Securities (if the Issuer shall act as its own Paying Agent),
provided that, if such Securities, or portions thereof, are to be
redeemed prior to the maturity thereof, notice of such redemption
shall have been given as herein provided, or provision satisfactory to
the Trustee shall have been made for giving such notice; and

(c) Securities which shall have been paid or in
substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.9 (except with
respect to any such Security as to which proof satisfactory to the
Trustee is presented that such Security is held by a Person in whose
hands such Security is a legal, valid and binding obligation of the
Issuer).

In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding for such purposes shall be the portion of the
principal amount thereof that would be due and payable as of the date of such
determination (as certified by the Issuer to the Trustee) upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.1.

"Paying Agent" shall have the meaning set forth in Section 3.3.

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<PAGE> 13
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities.

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

"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

The term "principal" of a debt security, including any Security, means
the amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect
to such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Issuer, upon any purchase or exchange at the option of the Issuer
or the holder of such debt security and upon any acceleration of the maturity
of such debt security).

The term "principal amount" of a debt security, including any
Security, means the principal amount as set forth on the face of such debt
security.

The term "record date" shall have the meaning set forth in Section
2.7.

"Registrar" shall have the meaning set forth in Section 3.3.

"Responsible Officer", when used with respect to the Trustee, means
any officer assigned by the Trustee to administer its corporate trust matters.

"Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture or, as the
case may be, Securities that have been authenticated and delivered pursuant to
this Indenture.

"Senior Debt" means Indebtedness which is not (i) Indebtedness of the
Issuer to any Subsidiary and (ii) Indebtedness of the Issuer which by its terms
is subordinate or junior in any respect to any other Indebtedness or other
obligation of the Issuer.

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

"Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture is originally executed.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. Trustee" shall also mean or include each

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<PAGE> 14
Person who is then a trustee hereunder and, if at any time there is more than
one such Person, "Trustee" as used with respect to the Securities of any series
shall mean the trustee with respect to the Securities of such series.

"U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

The term "vice president", when used with respect to the Issuer or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

"Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series shall
be substantially in such form (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions (as set forth in
a Board Resolution or, to the extent established pursuant to rather than set
forth in a Board Resolution, an Officer's Certificate detailing such
establishment) or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have imprinted or
otherwise reproduced thereon such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to
comply with any law or with any rules or regulations pursuant thereto, or with
any rules of any securities exchange or to conform to general usage, all as may
be determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

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

Section 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be
substantially as follows:

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

THE BANK OF NEW YORK, as Trustee

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

If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
certificate of authentication which shall be substantially as follows:

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<PAGE> 15
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee

By
----------------------------------------
as Authenticating Agent

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

SECTION 2.3 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 and the Securities
of each such series shall rank equally and pari passu as to the right of
payment of principal and interest, if any, with the Securities of each other
series and with all other Senior Debt of the Issuer. There shall be established
in or pursuant to one or more Board Resolutions (and to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series:

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

(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 2.8, 2.9, 2.11, 8.5 or
12.3);

(3) the date or dates on which the principal of the
Securities of the series is payable;

(4) the rate or rates at which the Securities of the
series shall bear interest, if any, the date or dates from which any
such interest shall accrue, the date or dates on which any such
interest shall be payable and the date or dates on which a record
shall be taken for the determination of Holders to whom any such
interest is payable or the method by which such rate or rates or date
or dates shall be determined or both;

(5) the place or places where and the manner in which the
principal of and interest, if any, on Securities of the series shall
be payable and the office or agency for the Securities of the series
maintained by the Issuer pursuant to Section 3.3 (if other than as
provided in Section 3.3);

(6) the right, if any, of the Issuer to redeem, purchase
or repay Securities of the series, in whole or in part, at its option
and the period or periods within which, the price or prices (or the
method by which such price or prices shall be determined or both) at
which, the form or method of payment therefor, if other than in cash
and any terms and conditions upon which and the manner in

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<PAGE> 16
which (if different from the provisions of Article Twelve) Securities
of the series may be so redeemed, purchased or repaid, in whole or in
part, pursuant to any sinking fund or otherwise;

(7) any provisions relating to the issuance of Securities
of such series at an original issue discount (including, without
limitation, the issue price thereof, the rate or rates at which such
original issue discount shall accrue, if any, and the date or dates
from or to which or period or periods during which such original issue
discount shall accrue at such rate or rates);

(8) the obligation, if any, of the Issuer to redeem,
purchase or repay Securities of the series, in whole or in part,
pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices (or the method by which such
price or prices shall be determined or both) at which, the form or
method of payment therefor if other than in cash and any terms and
conditions upon which and the manner in which (if different from the
provisions of Article Twelve) Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation;

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

(10) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon acceleration of the maturity thereof,

(11) whether Securities of the series will be issuable as
Global Securities;

(12) 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,
the form and terms of such certificates, documents or conditions;

(13) any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars or any other agents with respect
to the Securities of such series;

(14) any deleted, modified or additional events of default
or remedies or any deleted, modified or additional covenants with
respect to the Securities of such series;

(15) whether the provisions of Section 10.1(C) will be
applicable to Securities of such series;

(16) if the amounts of payments of principal and interest
on the Securities of such series are to be determined with reference
to an index, the manner in which such amounts shall be determined; and

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

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<PAGE> 17
issued at the same time and may be issued from time to time, consistent with
the terms of this Indenture, if so provided by or pursuant to such Board
Resolution, such Officer's Certificate or in any such indenture supplemental
hereto.

Any such Board Resolution or Officer's Certificate referred to above
with respect to Securities of any series filed with the Trustee on or before
the initial issuance of the Securities of such series shall be incorporated
herein by reference with respect to Securities of such series and shall
thereafter be deemed to be a part of this Indenture for all purposes relating
to Securities of such series as fully as if such Board Resolution or Officers
Certificate were set forth herein in full.

SECTION 2.4 Authentication and Delivery of Securities. The
Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication together with the applicable documents referred to
below in this Section 2.4, and the Trustee shall thereupon authenticate and
deliver such Securities to, or upon the order of, the Issuer (contained in the
Issuer Order referred to below in this Section 2.4) or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be specified
from time to time by an Issuer Order. The maturity date, original issue date,
interest rate, if any, and any other terms of the Securities of such series
shall be determined by or pursuant to such Issuer Order and procedures. In
authenticating the Securities of such series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and
(4) below only at or before the time of the first request of the Issuer to the
Trustee to authenticate Securities of such series) and (subject to Section 6.1)
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:

(1) an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities of such series
are not to be delivered to the Issuer, provided that, with respect to
Securities of a series subject to a Periodic Offering, (a) such Issuer
Order may be delivered by the Issuer to the Trustee prior to the
delivery to the Trustee of such Securities for authentication and
delivery, (b) the Trustee shall authenticate and deliver Securities of
such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount
established for such series, pursuant to an Issuer Order or pursuant
to procedures acceptable to the Trustee as may be specified from time
to time by an Issuer Order, (c) the maturity date or dates, original
issue date or dates, interest rate or rates, if any, and any other
terms of Securities of such series shall be determined by an Issuer
Order or pursuant to such procedures, (d) if provided for in such
procedures, such Issuer Order may authorize authentication and
delivery pursuant to electronic instructions from the Issuer or its
duly authorized agent or agents and (e) after the original issuance of
the first Security of such series to be issued, any separate request
by the Issuer that the Trustee authenticate Securities of such series
for original issuance will be deemed to be a certification by the
Issuer that it is in compliance with all conditions precedent provided
for in this Indenture relating to the authentication and delivery of
such Securities;

(2) the Board Resolution, Officer's Certificate or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by
or pursuant to which the form or forms and terms of the Securities of
such series were established;

(3) an Officer's Certificate setting forth the form or
forms and terms of the Securities stating that the form or forms and
terms of the Securities have been established pursuant to Sections 2.1
and 2.3 and comply with this Indenture and covering such other matters
as the Trustee may reasonably request; and

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<PAGE> 18
(4) at the option of the Issuer, either an Opinion of
Counsel, or a letter from legal counsel addressed to the Trustee
permitting it to rely on an Opinion of Counsel, substantially to the
effect that:

(a) the form or forms of the Securities of such
series have been duly authorized and established in conformity
with the provisions of this Indenture;

(b) in the case of an underwritten offering, the
terms of the Securities of such series have been duly
authorized and established in conformity with the provisions
of this Indenture, and, in the case of an offering that is not
underwritten, certain terms of the Securities of such series
have been established pursuant to a Board Resolution, an
Officer's Certificate or a supplemental indenture in
accordance with this Indenture, and when such other terms as
are to be established pursuant to procedures set forth in an
Issuer Order shall have been established, all such terms will
have been duly authorized by the Issuer and will have been
established in conformity with the provisions of this
Indenture;

(c) when the Securities of such series have been
executed by the Issuer and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered
to and duly paid for by the purchasers thereof, they will have
been duly issued under this Indenture and will be valid and
legally binding obligations of the Issuer, enforceable in
accordance with their respective terms, and will be entitled
to the benefits of this Indenture, and

(d) the execution and delivery by the Issuer of,
and the performance by the Issuer of its obligations under,
the Securities of such series will not contravene any
provision of applicable law or the articles of incorporation
or by-laws of the Issuer or any agreement or other instrument
binding upon the Issuer or any of its Subsidiaries that is
material to the Issuer and its Subsidiaries, considered as one
enterprise, or, to such counsel's knowledge after the inquiry
indicated therein, any judgment, order or decree of any
governmental agency or any court having jurisdiction over the
Issuer or any Subsidiary, and no consent approval or
authorization of any governmental body or agency is required
for the performance by the Issuer of its obligations under the
Securities, except such as are specified and have been
obtained and such as may be required by the securities or blue
sky laws of the various states in connection with the offer
and sale of the Securities.

In rendering such opinions, such counsel may qualify any opinions as
to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the State of Texas
and the federal law of the United States, upon opinions of other counsel
(copies of which shall be delivered to the Trustee), who shall be counsel
reasonably satisfactory to the Trustee, in which case the opinion shall state
that such counsel believes that both such counsel and the Trustee are entitled
so to rely. Such counsel may also state that insofar as such opinion involves
factual matters, such counsel has relied, to the extent such counsel deems
proper, upon certificates of officers of the Issuer and its Subsidiaries and
certificates of public officials.

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<PAGE> 19
The Trustee shall have the right to decline to authenticate and
deliver any Securities of any series under this Section 2.4 if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken
by the Issuer or if the Trustee in good faith by its board of directors or
board of trustees, executive committee or a trust committee of directors or
trustees or Responsible Officers shall determine that such action would expose
the Trustee to personal liability to existing Holders or would adversely affect
the Trustee's own rights, duties or immunities under the Securities, this
Indenture or otherwise.

If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount
of all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security
may not be transferred except as a whole by the Depositary to the nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary, or a nominee of such successor Depositary.'

Each Depositary designated pursuant to Section 2.3 must, at the time
of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any
other applicable statute or regulation.

SECTION 2.5 Execution of Securities. The Securities shall be
signed on behalf of the Issuer by the chairman of the Board of Directors, the
president, any vice president or the treasurer of the Issuer, under its
corporate seal which may, but need not, be attested by its secretary or one of
its assistant secretaries. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. The seal of the Issuer
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

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

SECTION 2.6 Certificate of Authentication. Only such Securities
as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee, or its Authenticating Agent, upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled

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to the benefits of this Indenture. Each reference in this Indenture to
authentication by the Trustee includes authentication by an agent appointed
pursuant to Section 6.14

SECTION 2.7 Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable in registered form
in denominations established as contemplated by Section 2.3 or, with respect to
the Securities of any series, if not so established, in denominations of $1,000
and any integral multiple thereof. The Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Issuer executing the same may determine
with the approval of the Trustee, as evidenced by the execution and
authentication thereof.

Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest, if any, shall be payable on the dates, established as contemplated by
Section 2.3.

The Person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the Persons in whose names Outstanding Securities for such
series are registered (a) at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of Securities not less than 15 days
preceding such subsequent record date or (b) as determined by such other
procedure as is mutually acceptable to the Issuer and the Trustee. The term
"record date" as used with respect to any interest payment date (except a date
for payment of defaulted interest) for the Securities of any series shall mean
the date specified as such in the terms of the Securities of such series
established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day
of such calendar month, whether or not such record date is a Business Day.

SECTION 2.8 Registration, Transfer and Exchange. The Issuer will
keep at the office of each Registrar for each series of Securities a register
or registers in which, subject to such reasonable regulations as it may
prescribe, it will provide for the registration of Securities of each series
and the registration of transfer of Securities of such series. Each such
register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection and
available for copying by the Trustee.

Upon due presentation for registration of transfer of any Security of
any series at the office of any Registrar, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series, maturity date,
interest rate, if any, and original issue date in authorized denominations for
a like aggregate principal amount.

All Securities presented for registration of transfer shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

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At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the office of the Registrar.

The Issuer 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 of Securities. No service charge shall be made for
any such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities of such
series to be redeemed, (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Security
if the Holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Security in whole or in part, except the portion of such
Security not required to be repurchased.

Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Security
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such ineligibility, the Issuer's election pursuant to Section
2.3 that such Securities be represented by one or more Global Securities shall
no longer be effective and the Issuer shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities representing such Securities in
exchange for such Global Security or Securities.

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

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or in part for Securities of the same series in definitive registered form on
such terms as are acceptable to the Issuer and such Depositary. Thereupon, the
Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge,

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

(ii) to such Depositary a new Global Security in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal
amount of Securities authenticated and delivered pursuant to clause
(i) above.

Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities
in definitive registered form issued in exchange for a Global Security pursuant
to this Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver at its office such Securities to or as directed by the
Persons in whose names such Securities are so registered.

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

SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver a new Security of the same
series, maturity date, interest rate, if any, and original issue date, bearing
a number or other distinguishing symbol not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security, or in lieu of
and in substitution for the Security so destroyed, lost or stolen. In every
case the applicant for a substitute Security shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as may be required by the Trustee to indemnify and defend and to save
each of the Trustee and the Issuer harmless and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

Upon the issuance of any substitute Security, the Issuer 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 or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as any of them may require to hold each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and the Trustee and any agent of the Issuer or
the Trustee evidence to the Trustee's satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

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Every substitute Security of any series issued pursuant to the
provisions of this Section 2.9 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
series duly authenticated and delivered hereunder. All Securities shall be
held and owned upon the express condition that, to the extent permitted by law,
the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, defaced, destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, purchase, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of cancelled Securities held by it, or hold such
Securities in accordance with its standard retention policy, and deliver a
certificate of disposition or retention to the Issuer. If the Issuer or its
agent shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee or its agent
for cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by
the execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the
Issuer shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.3 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series, unless otherwise established pursuant to
Section 2.3.

SECTION 2.12 Computation of Interest. Except as otherwise
specified as contemplated by Section 2.1 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.

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ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Covenants. The term "covenant", whenever used herein
with respect to the covenants of the Issuer applicable to Securities of any
series, includes without limitation the covenants set forth in this Article
Three, unless it is either inapplicable to a particular series or it is
specifically deleted, or modified in or pursuant to the Board Resolution or
supplemental indenture establishing such series of Securities or in the form of
Security for such series.

SECTION 3.2 Payment of Principal and Interest. The Issuer
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and interest, if any, on each of the Securities at the place,
at the respective times and in the manner provided in the Securities.

SECTION 3.3 Office for Notices and Payments, etc. So long as any
of the Securities are Outstanding, the Issuer will maintain in each Place of
Payment, an office or agency where the Securities may be presented for payment
("Paying Agent"), an office or agency where the Securities may be presented for
registration of transfer and for exchange ("Registrar") as in this Indenture
provided, and an office or agency where notices and demands to or upon the
Issuer in respect of the Securities or of this Indenture may be served. In case
the Issuer shall at any time fail to maintain any such office or agency, or
shall fail to give notice to the Trustee of any change in the location thereof,
presentation may be made and notice and demand may be served in respect of the
Securities or of this Indenture at the Corporate Trust Office. The Issuer
hereby initially designates the Corporate Trust Office for each such purpose
and appoints the Trustee as Registrar, Paying Agent and as the agent upon whom
notices and demands may be served with respect to the Securities.

SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 3.5 Provision as to Paying Agent. (a) If the Issuer
shall appoint a Paying Agent other than the Trustee, it will cause such Paying
Agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 3.5,

(1) that it will hold all sums held by it as such agent
for the payment of the principal of or interest, if any, on the
Securities (whether such sums have been paid to it by the Issuer or by
any other obligor on the Securities) in trust for the benefit of the
Holders of the Securities or the Trustee; and

(2) that it will give the Trustee notice of any failure
by the Issuer (or by any other obligor on the Securities) to make any
payment of the principal of or interest, if any, on the Securities
when the same shall be due and payable; and

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

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notify the Trustee of any failure to take such action and of any failure by the
Issuer (or by any other obligor under the Securities) to make any payment of
the principal of or interest, if any, on the Securities when the same shall
become due and payable.

(c) Anything in this Section 3.5 to the contrary notwithstanding,
the Issuer may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it, or any Paying Agent hereunder, as
required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

(d) Anything in this Section 3.5 to the contrary notwithstanding,
any agreement of the Trustee or any Paying Agent to hold sums in trust as
provided in this Section 3.5 is subject to Sections 10.3 and 10.4.

(e) Whenever the Issuer shall have one or more Paying Agents, it
will, on or before each due date of the principal of or interest, if any, on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal or interest, if any, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal or interest, if any;
and (unless such Paying Agent is the Trustee) the Issuer will promptly notify
the Trustee of its action or failure so to act.

SECTION 3.6 Limitation on Liens. The Issuer will not mortgage,
pledge, encumber or subject to any lien or security interest, and no Subsidiary
will mortgage, pledge, encumber or subject to any lien or security interest to
secure any obligation of the Issuer or any obligation of any Subsidiary (other
than obligations owing to the Issuer or a wholly-owned Subsidiary) any assets,
whether owned on February 1, 1993, or thereafter acquired, without effectively
providing that the Securities (for this purpose, if the Securities of that
series are Original Issue Discount Securities, the principal amount of the
Securities of that series shall be computed and adjusted as may be specified in
the terms of that series) shall thereby be secured equally and ratably
(computed and adjusted as aforesaid) with (or prior to) any other obligation so
secured, unless, after giving effect thereto, the aggregate amount of all such
secured debt of the Issuer and its Subsidiaries (excluding secured Indebtedness
existing as of February 1, 1993 and any extensions, renewals or refundings
thereof that do not increase the principal amount of Indebtedness so extended,
renewed or refunded and excluding secured Indebtedness incurred pursuant to
subparagraphs (a), (b), (c) and (d) below), would not exceed 10% of
Consolidated Assets of the Issuer and its Subsidiaries; provided however, that
nothing in this Section 3.6 shall prevent the Issuer or any Subsidiary.

(a) from acquiring and retaining property subject to
mortgages, pledges, encumbrances, liens or security interests existing thereon
at the date of acquisition thereof, or from creating mortgages, pledges,
encumbrances or liens upon property acquired by it within one year of the date
of acquisition thereof to secure debt which does not exceed the aggregate
acquisition price (including without duplication any debt assumed in connection
with such acquisition or otherwise existing with respect to the acquired
property) of all property so encumbered;

(b) from mortgaging, pledging, encumbering or subjecting
to any lien or security interest Current Assets to secure Current Liabilities;

(c) from extending, renewing or refunding any
Indebtedness secured by a mortgage, pledge, encumbrance, lien or security
interest on the same property theretofore subject thereto, provided that the
principal amount of such Indebtedness so extended, renewed or refunded shall
not be increased; or

(d) from securing the payment of workmen's compensation
or insurance premiums or from making good faith pledges or deposits in
connection with bids, tenders, contracts (other than contracts

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for the payment of money) or leases, deposits to secure public or statutory
obligations, deposits to secure surety or appeal bonds, pledges or deposits in
connection with contracts made with or at the request of the United States
Government or any agency thereof, or pledges or deposits for similar purposes
in the ordinary course of business.

SECTION 3.7 Limitation on Sale and Leaseback Arrangements.
Neither the Issuer nor any Subsidiary will enter into any transaction with any
bank, insurance company or other lender or investor, or to which any such
lender or investor is a party, providing for the leasing to the Issuer or a
Subsidiary of any real property (except a lease for a temporary period not to
exceed three years by the end of which it is intended that the use of such real
property by the lessee will be discontinued) which has been or is to be sold or
transferred by the Issuer or such Subsidiary to such lender or investor or to
any person to whom funds have been or are to be advanced by such lender or
investor on the security of such real property unless, either:

(1) such transaction is the substantial equivalent of a
mortgage, pledge, encumbrance, lien or security interest which the
Issuer or any Subsidiary would have been permitted to create under
Section 3.6 without equally and ratably securing the Securities, or

(2) the Issuer within 120 days after such transaction
applied (and in any such case the Issuer covenants that it will so
apply) an amount equal to the greater of (i) the net proceeds of the
sale of the real property leased pursuant to such transaction or (ii)
the fair value of the real property so leased at the time of entering
into such transaction (as determined by the Board of Directors), to
the retirement of Funded Debt of the Issuer; provided that the amount
to be applied to the retirement of Funded Debt of the Issuer shall be
reduced by:

(a) the principal amount of any Securities (for
this purpose if the Securities of that series are
Original Issue Discount Securities, the principal
amount of the Outstanding Securities of that series
shall be computed and adjusted as may be specified in
the terms of that series) delivered within 120 days
after such sale to the Trustee for retirement and
cancellation, together with an Officer's Certificate
stating that the Issuer has elected to have credited
against such retirement of Funded Debt the principal
amount of Securities so delivered and that such
Securities do not include any Securities theretofore
redeemed or called for redemption, and

(b) the principal amount of Funded Debt, other
than Securities, voluntarily retired by the Issuer
within 120 days after such sale; provided that no
retirement referred to in this clause (2) may be
effected by payment at maturity or pursuant to any
mandatory sinking fund payment or any mandatory
prepayment provision.

SECTION 3.8 Corporate Existence. Subject to, and except as
otherwise provided in, Article Nine, the Issuer will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and franchise to be a corporation, and will remain qualified as a
foreign corporation in good standing in each jurisdiction wherein the ownership
of its assets or the conduct of its business requires it to be so qualified,
except where the failure to so qualify would not have a material adverse effect
on the Issuer and its Subsidiaries taken as a whole.

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SECTION 3.9 Maintenance of Properties. The Issuer will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Issuer may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Issuer from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Issuer,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

SECTION 3.10 Payment of Taxes and Other Claims. The Issuer will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied
or imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer 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 Issuer or any Subsidiary, provided, however, that the Issuer
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.

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the
Securities covenant and agree that they will furnish or cause to be furnished
to the Trustee a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of the Company or
any of its Paying Agents other than the Trustee regarding the names and
addresses of the Holders of the Securities of each series as of a date not more
than 15 days prior to the time such list is furnished:

(a) semiannually and not more than 15 days after each
January I and July 1; and

(b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Issuer of any such request;
provided that if and so long as the Trustee shall be the Registrar for such
series, such list shall not be required to be furnished.

SECTION 4.2 Preservation and Disclosure of Securityholders Lists.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1, and (ii) received by it in the capacity of
Registrar or Paying Agent for such series, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 4.1 upon receipt of a
new list so furnished.

(b) In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Securities of a particular series (in which case the applicants must all
hold Securities of such series) or with Holders of all Securities with respect
to their rights under this Indenture or under such Securities, and such
application is accompanied by a copy of

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the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall within five Business Days after the receipt of
such application, at its election, either

(i) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 4.2, or

(ii) inform such applicants as to the approximate number
of Holders of Securities of such series or of all Securities, as the
case may be, whose names and addresses appear in the information
preserved at the time by the Trustee, in accordance with the
provisions of subsection (a) of this Section 4.2, and as to the
approximate cost of mailing to such Securityholders the form of proxy
or other communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
(Securities of such series or of all Securities, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met, and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Securityholders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

(c) Each and every Holder of Securities, by receiving and holding
the same, agrees with the Issuer and the Trustee that neither the Issuer nor
the Trustee nor any agent of the Issuer or the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section 4.2, 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 such subsection
(b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer 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 Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Issuer is not required to file information, documents
or reports pursuant to either of such Sections, then to file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the

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supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a debt security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;

(b) to 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
Issuer with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations;

(c) to 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 Section 4.4(c), such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a) and (b)
of this Section 4.3 as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission; and

(d) furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his knowledge of the Issuer's compliance
with all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

SECTION 4.4 Reports by the Trustee (a) Within 60 days after
September 15 of each year commencing with the year 1999, the Trustee shall
transmit by mail to the Holders of Securities, as provided in subsection (c) of
this Section 4.4, a brief report dated as of such September 15 with respect to
any of the following events which may have occurred within the last 12 months
(but if no such event has occurred within such period, no report need be
transmitted):

(i) any change to its eligibility under Section 6.9 and
its qualification under Section 6.8;

(ii) the creation of, or any material change to, a
relationship specified in paragraph (i) through (x) of Section 6.8(c);

(iii) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date
of such report and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities of any series,
on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such
advances if such advances so remaining unpaid aggregate not more than
1/2 of 1% of the principal amount of all Securities Outstanding on the
date of such report;

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

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

(vi) any additional issue of Securities which the Trustee
has not previously reported, and

(vii) any action taken by the Trustee in the performance of
its duties under this Indenture which it has not previously reported
and which in its opinion materially affects the Securities, except
action in respect of a default, notice of which has been or is to be
withheld by it in accordance with the provisions of Section 5.8.

(b) The Trustee shall transmit to the Securityholders of each
series, as provided in subsection (c) of this Section 4.4, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee, as such, since the date of the last report transmitted pursuant to the
provisions of subsection (a) of this Section 4.4 (or if no such report has yet
been so transmitted, since the date of this Indenture) for the reimbursement of
which it claims or may claim a lien or charge prior to that of the Securities
of such series on property or funds held or collected by it as Trustee and
which it has not previously reported pursuant to this subsection (b), except
that the Trustee shall not be required (but may elect) to report such advances
if such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of all Securities Outstanding at such time, such report to be
transmitted within 90 days after such time.

(i) to all Holders of Securities, as the names and
addresses of such Holders appear upon the registry books of the
Issuer; and

(ii) to all other Persons to whom such reports are
required to be transmitted pursuant to Section 313(c) of the Trust
Indenture Act of 1939.

(d) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed by the
Trustee with each stock exchange upon which the Securities of any applicable
series are listed and also with the Commission. The Issuer agrees to notify the
Trustee with respect to any series when and as the Securities of such series
become admitted to trading on any national securities exchange.

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1 Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one or more of the
following events, unless it is either inapplicable to a particular series or it
is specifically deleted or modified in or pursuant to the Board Resolution or
supplemental indenture establishing such series of Securities or in the form of
Security for such series:

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

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(b) default in the payment of the principal of any of the
Securities of such series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or
otherwise; or

(c) default in the payment or satisfaction of any sinking
fund or other purchase obligation with respect to Securities of such
series, as and when such obligation shall become due and payable; or

(d) failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the
Issuer in the Securities of such series or in this Indenture continued
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Issuer by the Trustee by registered or certified mail, or to the
Issuer and the Trustee by the Holders of at least 25 percent in
aggregate principal amount of the Securities of such series then
Outstanding; or

(e) without the consent of the Issuer a court having
jurisdiction shall enter an order for relief with respect to the
Issuer under the Bankruptcy Code or without the consent of the Issuer
a court having jurisdiction shall enter a judgement order or decree
adjudging the Issuer a bankrupt or insolvent, or enter an order for
relief for reorganization, arrangement, adjustment or composition of
or in respect of the Issuer under the Bankruptcy Code or applicable
state insolvency law and the continuance of any such judgment, order
or decree is unstayed and in effect for a period of 60 consecutive
days; or

(f) the Issuer shall institute proceedings for entry of
an order for relief with respect to the Issuer under the Bankruptcy
Code or for an adjudication of insolvency, or shall consent to the
institution of bankruptcy or insolvency proceedings against it, or
shall file a petition seeking, or seek or consent to reorganization,
arrangement, composition or relief under the Bankruptcy Code or any
applicable state law, or shall consent to filing of such petition or
to the appointment of a receiver, custodian, liquidator, assignee,
trustee, sequestrator or similar official of the Issuer or of
substantially all of its property, or the Issuer shall make a general
assignment for the benefit of creditors as recognized under the
Bankruptcy Code; or

(g) default under any bond, debenture, note or other
evidence of Indebtedness for money borrowed by the Issuer or any
Subsidiary or under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Issuer or any Subsidiary (other
than Non-Recourse Indebtedness), whether such Indebtedness exists on
the date hereof or shall hereafter be created, which default shall
have resulted in such Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due
and payable, or any default in payment of such Indebtedness (after the
expiration of any applicable grace periods and the presentation of any
debt instruments, if required), if the aggregate amount of all such
Indebtedness which has been so accelerated and with respect to which
there has been such a default in payment shall exceed $50,000,000,
without each such default and acceleration having been rescinded or
annulled within a period of 30 days after there shall have been given
to the Issuer by the Trustee by registered mail, or to the Issuer and
the Trustee by the Holders of at least 25 percent in aggregate
principal amount of the Securities of such series then Outstanding, a
written notice specifying each such default and

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requiring the Issuer to cause each such default and acceleration to be
rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

(h) any other Event of Default provided with respect to
the Securities of such series.

If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the unpaid principal amount (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
the Securities of such series and the interest, if any, accrued thereon to be
due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in this Indenture or
in the Securities of such series contained to the contrary notwithstanding.
This provision, however, is subject to the condition that, if at any time after
the unpaid principal amount (or such specified amount) of the Securities of
such series shall have been so declared due and payable and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest, if any, upon all
of the Securities of such series and the principal of any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, if any, to the extent that
payment of such interest is enforceable under applicable law and on such
principal at the rate borne by the Securities of such series to the date of
such payment or deposit) and the reasonable compensation, disbursements,
expenses and advances of the Trustee, and any and all defaults under this
Indenture, other than the nonpayment of such portion of the principal amount of
and accrued interest, if any, on Securities of such series which shall have
become due by acceleration, shall have been cured or shall have been waived in
accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind
and annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon. If any Event of Default with respect to
the Issuer specified in Section 5.1(e) or 5.1(f) occurs, the unpaid principal
amount (or, if the Securities of any series then Outstanding are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of each such series) and accrued interest on all Securities of
each series then Outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act by the Trustee or any
Securityholder.

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

Except with respect to an Event of Default pursuant to Section 5.1(a),
(b) or (c), the Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to a Responsible
Officer by the Issuer, a Paying Agent or any Securityholder.

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SECTION 5.2 Payment of Securities on Default; Suit Therefor. The
Issuer covenants that (a), if default shall be made in the payment of any
installment of interest upon any of the Securities of any series then
Outstanding as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) if default shall be made
in the payment of the principal of any of the Securities of such series as and
when the same shall have become due and payable, whether at maturity of the
Securities of such series or upon redemption or by declaration or otherwise -
then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the
benefit of the Holders of the Securities, the whole amount that then shall have
become due and payable on all such Securities of such series for principal or
interest, if any, or both, as the case may be, with interest upon the overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest, if any, at the rate
borne by the Securities of such series; and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder
other than through its negligence or bad faith.

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

If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect, or if a receiver or trustee or similar official
shall have been appointed for the property of the Issuer or such other obligor,
or in the case of any other similar judicial proceedings relative to the Issuer
or other obligor upon the Securities of such series, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities of such 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 pursuant to the provisions of
this Section 5.2, shall be entitled and empowered by intervention in such
proceedings or otherwise to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of the
Securities of such series, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Securityholders
allowed in such judicial proceedings relative to the Issuer or any other
obligor on the Securities of such series, its or their creditors, or its or
their property, and to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses, and any receiver, assignee or trustee or
similar official in bankruptcy or reorganization is hereby authorized by each
of the Securityholders to make such payments to the Trustee, and, if the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due it for compensation and
expenses, including counsel fees incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation,
expenses and counsel fees out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, moneys, securities
and other property which the Holders of the Securities of such series may be
entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

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All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall be for the ratable benefit of the Holders of
the Securities of the series in respect of which such judgment has been
recovered.

SECTION 5.3 Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 5.2 with respect to
Securities of any series then Outstanding shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities of such series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

FIRST: To the payment of costs and expenses of collection and
reasonable compensation to the Trustee, its agents, attorneys and
counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee pursuant to Section 6.6 except as a
result of its negligence or bad faith;

SECOND: If the principal of the Outstanding Securities of such series
shall not have become due and be unpaid, to the payment of interest,
if any, on the Securities of such series, in the order of the maturity
of the installments of such interest, if any, with interest (to the
extent that such interest has been collected by the Trustee) upon the
overdue installments of interest, if any, at the rate borne by the
Securities of such series, such payment to be made ratably to the
Persons entitled thereto;

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

FOURTH: To the payment of any surplus then remaining to the Issuer,
its successors or assigns, or to whomsoever may be lawfully entitled
to receive the same.

No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities
to which it relates, or which in any manner shall have been kept alive
after maturity by an extension (otherwise than pursuant to an
extension made pursuant to a plan proposed by the Issuer to the
Holders of all Securities of any series then Outstanding), purchase,
funding or otherwise by or on behalf or with the consent or approval
of the Issuer shall be entitled, in case of a default hereunder, to
any benefit of this Indenture, except after prior payment in full of
the principal of all Securities of any series then Outstanding and of
all claims for interest not so transferred, pledged, kept alive,
extended, purchased or funded.

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SECTION 5.4 Proceedings by Securityholders. No Holder of any
Securities of any series then Outstanding shall have any right by virtue of or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or the Securities or for the appointment of a receiver or trustee or similar
official, or for any other remedy hereunder or thereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless the Holders of not
less than 25 percent in aggregate principal amount of the Securities of such
series then Outstanding shall have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding, it being understood and intended, and being
expressly covenanted by the Holder of every Security of such series with every
other taker and Holder and the Trustee, that no one or more Holders of
Securities of such series shall have any right in any manner whatever by virtue
of or by availing of any provision of this Indenture or of the Securities to
affect, disturb or prejudice the rights of any other Holder of such Securities
of such series, or to obtain or seek to obtain priority over or preference as
to any other such Holder, or to enforce any right under this Indenture or the
Securities, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of such series.

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

SECTION 5.5 Proceedings by Trustee. In case of an Event of
Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either by suit in equity or by action at law or by proceedings
in bankruptcy or otherwise, whether for the specific enforcement of any
covenant or agreement contained in this Indenture or in aid of the exercise of
any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.

SECTION 5.6 Remedies Cumulative and Continuing. All powers and
remedies given by this Article Five to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any thereof or of any other powers and remedies available to the Trustee or
the Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

SECTION 5.7 Direction of Proceedings; Waiver of Defaults by
Majority of Securityholders. The Holders of at least a majority in aggregate
principal amount of the Securities of any series then Outstanding 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 Securities of such series; provided,
however, that (subject to the provisions of Section 6.1) the Trustee shall have
the

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right to decline to follow any such direction if the Trustee shall determine
upon advice of counsel that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors,
its executive committee, or a trust committee of directors or Responsible
Officers or both shall determine that the action or proceeding so directed
would involve the Trustee in personal liability. The Holders of 66 2/3% in
aggregate principal amount of the Securities of any series then Outstanding may
on behalf of the Holders of all of the Securities of such series waive any past
default or Event of Default hereunder and its consequences except a default in
the payment of interest, if any, on, or the principal of, the Securities of
such series. Upon any such waiver the Issuer, the Trustee and the Holders of
the Securities of such series shall be restored to their former positions and
rights hereunder, respectively, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.7, said default or Event of Default shall
for all purposes of the Securities and this Indenture be deemed to have been
cured and to be not continuing.

SECTION 5.8 Notice of Defaults. The Trustee shall, within 90
days after the occurrence of a default, with respect to Securities of any
series then Outstanding, mail to all Holders of Securities of such series, as
the names and the addresses of such Holders appear upon the Securities
register, notice of all defaults known to the Trustee with respect to such
series, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of this Section 5.8 being hereby
defined to be the events specified in clauses (a), (b), (c), (d), (e), (f), (g)
and (h) of Section 5.1, not including periods of grace, if any, provided for
therein and irrespective of the giving of the written notice specified in said
clause (d) or (g) but in the case of any default of the character specified in
said clause (d) or (g) no such notice to Securityholders shall be given until
at least 60 days after the giving of written notice thereof to the Issuer
pursuant to said clause (d) or (g), as the case may be); provided, however,
that, except in the case of default in the payment of the principal of or
interest, if any, on any of the Securities, or in the payment or satisfaction
of any sinking fund or other purchase obligation, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or Responsible
Officers or both of the Trustee in good faith determine that the withholding of
such notice is in the best interests of the Securityholders.

SECTION 5.9 Undertaking to Pay 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 an undertaking to pay
the cost 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 5.9 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder or group of Securityholders, holding in the
aggregate more than ten percent in principal amount of the Securities of any
series then Outstanding, or to any suit instituted by any Securityholders for
the enforcement of the payment of the principal of or interest, if any, on any
Security against the Issuer on or after the due date expressed in such
Security.

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ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee,, prior to the occurrence of an Event
of Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

(a) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or
waiving of all such Events of Default with respect to such series
which may have occurred:

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

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

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

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders pursuant to Section 5.7 relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture.

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of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

SECTION 6.2 Certain Rights of the Trustee. Subject to Section
6.1:

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

(b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officer's
Certificate or Issuer Order (unless other evidence in respect thereof
be herein specifically prescribed); and any resolution of the Board of
Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Issuer,

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

(d) the Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders pursuant to
the provisions of this Indenture (including, without limitation,
pursuant to Section 5.1), unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities (including reasonable attorneys' fees)
which might be incurred therein or thereby,

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

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

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys not regularly in its employ and the

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Trustee shall not be responsible for any misconduct or negligence on
the part of any such agent or attorney appointed with due care by it
hereunder.

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture, the
Securities or of any prospectus used to sell the Securities. The Trustee shall
not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not the Trustee or such agent and, subject
to Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.

SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

SECTION 6.6 Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Issuer also covenants to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim or
liability in the premises. The obligations of the Issuer under this Section 6.6
to compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities, and the Securities are hereby
subordinated to such senior claim. When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.1 or in
connection with Article Five hereof, the expenses (including the reasonable
fees and expenses of its counsel) and the compensation for the services in
connection therewith are intended to constitute expenses of administration
under any bankruptcy law.

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SECTION 6.7 Right of Trustee to Rely on Officer's Certificate,
etc. Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer's Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

SECTION 6.8 Qualification of Trustee; Conflicting Interests. (a)
If the Trustee has or shall acquire any conflicting interest (as defined in
subsection (c)), then within 90 days after ascertaining that it has such
conflicting interest, and if the default (as defined in subsection (c)) to
which such conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such 90-day period, the Trustee shall
either eliminate such conflicting interest or, except as otherwise provided
below, resign, and the Issuer shall take prompt steps to have a successor
appointed in the manner provided in Section 6.10.

(b) If the Trustee shall fail to comply with the provisions of
subsection (a), the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice of such failure to the Securityholders in the
manner and to the extent provided in Section 4.4 and, subject to the provisions
of Section 5.9, unless the Trustees duty to resign is stayed as provided below,
any Securityholder who has been a bona fide holder of Securities 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,
and the appointment of a successor, if the Trustee fails, after written request
thereof by such Securityholder to comply with the provisions of subsection (a).

Except in the case of a default in the payment of the principal of or
interest on any Security, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 6.8 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that

(i) the default under this Indenture may be cured or
waived during a reasonable period and under the procedures described
in such application, and

(ii) a stay of the Trustee's duty to resign will not be
inconsistent with the interests of Holders of the Securities.

The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of
a successor trustee in accordance with the provisions of Section 6.10 and such
successor's acceptance of such an appointment.

(c) For the purposes of this Section 6.8, the Trustee shall be
deemed to have a conflicting interest with respect to Securities of any series
if the Securities of such series are in default (as determined in accordance
with the provisions of Section 5.1, but exclusive of any period of grace or
requirement of notice) and

(i) the Trustee is trustee under this Indenture with
respect to the Outstanding Securities of any other series or is a
trustee under another indenture under which any other securities, or

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<PAGE> 41
certificates of interest or participation in any other securities, of
the Issuer are outstanding, unless such other indenture is a
collateral trust indenture under which the only collateral consists of
Securities issued under this Indenture; provided that there shall be
excluded from the operation of this paragraph this Indenture with
respect to the Securities of any other series and there shall also be
so excluded any other indenture or indentures under which other
securities, or certificates of interest or participation in other
securities, of the Issuer are outstanding if (x) this Indenture is
and, if applicable, this Indenture and any series issued pursuant to
this Indenture and such other indenture or indentures are wholly
unsecured and rank equally and such other indenture or indentures are
hereafter qualified under the Trust Indenture Act of 1939, unless the
Commission shall have found and declared by order pursuant to Section
305(b) or Section 307(c) of the Trust Indenture Act of 1939 that
differences exist between the provisions of this Indenture with
respect to Securities of such series and one or more other series, or
the provisions of this Indenture and the provisions of such other
indenture or indentures which are so likely to involve a material
conflict of interest as to make it necessary in the public interest or
for the protection of investors to disqualify the Trustee from acting
as such under this Indenture with respect to Securities of such series
and such other series, or under this Indenture or such other indenture
or indentures, or (y) the Issuer shall have sustained the burden of
proving, on application to the Commission and after opportunity for
hearing thereon, that trusteeship under this Indenture with respect to
Securities of such series and such other series, or under this
Indenture and such other indenture or indentures is not so likely to
involve a material conflict of interest as to make it necessary in the
public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture with respect to
Securities of such series and such other series, or under this
Indenture and such other indentures;

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

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

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

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

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or by any director, partner, or executive officer thereof or is
beneficially owned, collectively, by any two or more such persons;

(vi) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, (x) 5% or
more of the voting securities or 10% or more of any other class of
security of the Issuer, not including the Securities issued under this
Indenture and securities issued under any other indenture under which
the Trustee is also trustee, or (y) 10% or more of any class of
security of an underwriter for the Issuer;

(vii) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, 5% or more
of the voting securities of any person who, to the knowledge of the
Trustee, owns 10% or more of the voting securities of, or controls
directly or indirectly or is under direct or indirect common control
with, the Issuer;

(viii) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, 10% or more
of any class of security of any person who, to the knowledge of the
Trustee, owns 50% or more of the voting securities of the Issuer;

(ix) the Trustee owns on the date of default (as
determined in accordance with the provisions of Section 5.1, but
exclusive of any period of grace or requirement of notice) or on any
anniversary of such default while such default remains outstanding, in
the capacity of executor, administrator, testamentary or inter vivos
trustee, guardian, committee or conservator, or in any other similar
capacity, an aggregate of 25% or more of the voting securities, or of
any class of security, of any person, the beneficial ownership of a
specified percentage of which would have constituted a conflicting
interest under paragraphs (vi), (vii) or (viii) of this subsection. As
to any such securities of which the Trustee acquired ownership through
becoming executor, administrator, or testamentary trustee of an estate
which included them, the provisions of the preceding sentence shall
not apply, for a period of two years from the date of such
acquisition, to the extent that such securities included in such
estate do not exceed 25% of such voting securities or 25% of any such
class of security. Promptly after the dates of any such default and
annually in each succeeding year that the Securities remain in
default, the Trustee shall make a check of its holdings of such
securities in any of the above-mentioned capacities as of such dates.
If the Issuer fails to make payment in full of principal of or
interest on ,any of the Securities when and as the same becomes due
and payable, and such failure continues for 30 days thereafter, the
Trustee shall make a prompt check of its holdings of such Securities
in any of the above-mentioned capacities as of the date of the
expiration of such 30-day period, and after such date, notwithstanding
the foregoing provisions of this paragraph, all such Securities so
held by the Trustee, with sole or joint control over such Securities
vested in it, shall, but only so long as such failure shall continue,
be considered as though beneficially owned by the Trustee for the
purposes of paragraphs (vi), (vii) and (viii) of this subsection; or

(x) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 6.13(b), the Trustee
shall be or shall become a creditor of the Issuer.

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

The specification of percentages in subsections (c)(v) to (ix),
inclusive, of this Section 6.8 shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of subsections (c)(iii) or (vii) of this Section 6.8.

For the purposes of subsections (c)(vi), (vii), (viii) and (ix) of
this Section 6.8, only,

(i) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities,
but shall not include any note or other evidence of indebtedness
issued to evidence an obligation to repay moneys lent to a person by
one or more banks, trust companies, or banking firms, or any
certificate of interest or participation in any such note or evidence
of indebtedness;

(ii) an obligation shall be deemed to be in default when a
default in payment of principal shall have continued for 30 days or
more and shall not have been cured; and

(iii) the Trustee shall not be deemed to be the owner or
holder of (x) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as
defined in clause (ii) above, or (y) any security which it holds as
collateral security under this Indenture, irrespective of any default
hereunder, or (z) any security which it holds as agent for collection,
or as custodian, escrow agent, or depositary, or in any similar
representative capacity.

Except as provided above, the word "security" or "securities" as used
in this Section 6.8 shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

(d) For purposes of this Section 6.8:

(i) the term "underwriter" when used with reference to
the Issuer shall mean every person who, within a one year period prior
to the time as of which the determination is made, was an underwriter
of any security of the Issuer outstanding at the time of the
determination;

(ii) the term "director" shall mean any director of a
corporation or any individual performing similar functions with
respect to any organization whether incorporated or unincorporated;

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

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

(v) The term "Issuer" shall mean any obligor upon the
Securities; and

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

(e) The percentages of voting securities and other securities
specified in this Section 6.8 shall be calculated in accordance with the
following provisions:

(i) a specified percentage of the voting securities of
the Trustee, the Issuer or any other person referred to in this
Section 6.8 (each of whom is referred to as a "person" in this
paragraph) means such amount of the outstanding voting securities of
such person as entitles the holder or holders thereof to cast such
specified percentage of the aggregate votes which the holders of all
the outstanding voting securities of such person are entitled to cast
in the direction or management of the affairs of such person;

(ii) a specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities of
the class outstanding;

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

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

(A) securities of an issuer held in a sinking
fund relating to securities of the issuer of the same class;

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

(C) securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to
principal or interest or otherwise; and

(D) securities held in escrow if placed in escrow
by the issuer thereof;

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

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

SECTION 6.9 Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any state or the District of Columbia having a combined capital
and surplus of at least $50,000,000, and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
federal, state or District of Columbia authority, or a corporation or other
Person permitted to act as trustee by the Commission. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.9, 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. No obligor upon the
Securities or any Affiliate of such obligor shall serve as Trustee upon the
Securities. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.9, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of securities by
giving written notice of resignation to the Issuer and by mailing notice of
such resignation to the Holders of then outstanding Securities of each series
affected at their addresses as they shall appear on the registry books. Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.9, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

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

(i) the Trustee shall fail to comply with the provisions
of Section 6.8 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at
least six months; or

(ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 6.9 and shall fail to resign after
written request therefor by the Issuer or by any such Securityholder;
or

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(iii) the Trustee shall become incapable of acting with
respect to any series of Securities, or shall be adjudged a bankrupt
or insolvent, or a receiver or liquidator of the Trustee or of its
property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.9, any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months may on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

(c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

(d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as
if originally named as trustee for such series hereunder, but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section
10.4, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

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

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<PAGE> 47
trustees of the same trust and that each such trustee shall be trustee of a
trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the acceptance
of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to give such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Issuer.

SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. 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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 6.8 and eligible
under the provisions of Section 6.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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

SECTION 6.13 Preferential Collection of Claims Against the Issuer.
(a) Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Issuer
within three months prior to a default, as defined in subsection (c) of this
Section 6.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities (as defined in this
Section 6.13):

(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in respect of
principal or interest, effected after the beginning of such three
month period and valid as against the Issuer and its other creditors,
except any such reduction resulting from the receipt or disposition of
any property described in subsection (a)(2) of this Section 6.13, or
from the exercise of any right of set-off which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the
Issuer upon the date of such default; and

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(2) all property received by the Trustee in respect of
any claim as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the beginning
of such three month period, or an amount equal to the proceeds of any
such property, if disposed of, subject, however, to the rights, if
any, of the Issuer and its other creditors in such property or such
proceeds.

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

(A) to retain for its own account (i) payments made on
account of any such claim by any Person (other than the Issuer) who is
liable thereon, (ii) the proceeds of the bona fide sale of any such
claim by the Trustee to a third Person, and (iii) distributions made
in cash, securities or other property in respect of claims filed
against the Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Code or applicable state
law;

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

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

(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held as
security for such claim as provided in such paragraph (B) or (C), as
the case may be, to the extent of the fair value of such property.

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

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

Any Trustee who has resigned or been removed after the beginning of
such three month period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three month period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

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

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

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

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

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

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

(4) an indebtedness created as a result of services
rendered or premises rented or an indebtedness created as a result of
goods or securities sold in a cash transaction as defined in
subsection (c)(2) of this Section 6.13;

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

(6) the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances or obligations which
fall within the classification of self-liquidating paper as defined in
subsection (c)(3) of this Section 6.13.

(1) the term "default" shall mean any failure to make
payment in full of the principal of or interest on any of the
Securities when and as such principal or interest becomes due and
payable;

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

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

(4) the term "Issuer" shall mean any obligor upon the
Securities.

SECTION 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent') which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any
series by the Trustee or to 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 for such series and a certificate of
authentication executed on behalf of the Trustee by such Authenticating Agent.
Such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any state
or the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

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

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more series of Securities, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and the Issuer
shall provide notice of such appointment to all Holders of Securities of such
series in the manner and to the extent provided in Section 11.4. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. The
Issuer agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation. The Authenticating Agent for the Securities of
any series shall have no responsibility or liability for any action taken by it
as such at the direction of the Trustee.

Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. 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 Securityholders 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 Securityholders 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 Sections 6.1 and 6.2) conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this Article
Seven.

SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument
by a Securityholder or his agent or proxy may be proved in the following
manner:

(a) The fact and date of the execution by any Holder of
any instrument may be proved by the certificate of any notary public
or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the person executing
such instruments acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such
notary or other such officer. Where such execution is by or on behalf
of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of
the person executing the same.

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(b) The ownership of Securities shall be proved by the
Security register or by a certificate of the Security registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the
Person in whose name any Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and, subject to the provisions of this Indenture, interest, if
any, on such Security and for all other purposes; and neither the Issuer nor
the Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any Affiliate of the Issuer or any other
obligor on the Securities with respect to which such determination is being
made shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are 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 Issuer or any other obligor upon the Securities or any Affiliate of
the Issuer or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of
the Trustee, the Issuer shall furnish to the Trustee promptly an Officer's
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described
Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to
accept such Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
7.1, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article Seven, revoke such action so
far as concerns such Security, provided that such revocation shall not become
effective until three business days after such filing. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor or on registration
of transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.

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SECTION 7.6 Record Date for Consents and Waivers. The Issuer may,
but shall not be obligated to, direct the Trustee to establish a record date
for the purpose of determining the Persons entitled to (i) waive any past
default with respect to the Securities of such series in accordance with
Section 5.7 of this Indenture, (ii) consent to any supplemental indenture in
accordance with Section 8.2 of this Indenture or (iii) waive compliance with
any term, condition or provision of any covenant hereunder. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
any such Persons, shall be entitled to waive any such past default, consent to
any such supplemental indenture or waive compliance with any such term,
condition or provision, whether or not such Holder remains a Holder after such
record date; provided, however, that unless such waiver or consent is obtained
from the Holders, or duly designated proxies, of the requisite principal amount
of Outstanding Securities of such series prior to the date which is the 180th
day after such record date, any such waiver or consent previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of
1939 as in force at the date of the execution thereof) for one or more of the
following purposes:

(a) to convey, transfer, assign, mortgage or pledge to
the Trustee as security for the Securities of one or more series any
property or assets;

(b) to evidence the succession of another corporation to
the Issuer, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of
the Issuer pursuant to Article Nine;

(c) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as the Issuer and
the Trustee shall consider to be for the protection of the Holders of
all or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the protection of less than all
series of Securities, stating that the same are expressly being
included solely for the protection of such series), and to make the
occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an
Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth;
provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may
provide for a particular period of grace after default (which period
may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such an
Event of Default or may limit the remedies available to the Trustee
upon such an Event of Default or may limit the right of the Holders of
a majority in aggregate principal amount of the Securities of such
series to waive such an Event of Default;

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(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make any other provisions as
the Issuer may deem necessary or desirable, provided that no such
action shall adversely affect the interests of the Holders of the
Securities;

(e) to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 2.3; and

(f) to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Section 6.11.

The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section 8.1 may be executed without the consent of the Holders of any of the
Securities then Outstanding, notwithstanding any of the provisions of Section
8.2.

SECTION 8.2 Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding of any series affected by such supplemental
indenture, the Issuer, when authorized by a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, that no such supplemental indenture shall (a) extend the
final maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest, if any, thereon (or,
in the case of an Original Issue Discount Security, reduce the rate of accrual
of original issue discount thereon), or reduce or alter the method of
computation of any amount payable on redemption, repayment or purchase thereof
(or the time at which any such redemption, repayment or purchase may be made),
or make the principal thereof (including any amount in respect of original
issue discount), or interest, if any, thereon payable in any coin or currency
other than that provided in the Securities or in accordance with the terms of
the Securities, or reduce the portion of the principal amount of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2, or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any right of repayment or purchase at the option of the
Securityholder, in each case without the consent of the Holder of each Security
so affected, or (b) reduce the aforesaid percentage of Securities of any
series, the consent of the Holders of

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which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected. No consent of any Holder of any
Security shall be necessary under this Section 8.2 to permit the Trustee and
the Issuer to execute supplemental indentures pursuant to Sections 8.1 and 9.2.

A supplemental indenture which changes or eliminates any covenant,
Event of Default 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 Holders of Securities of such series, with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as
aforesaid and other documents, if any, required by Section 7.1, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby, by mailing a notice thereof by first-class
mail to such Holders at their addresses as they shall appear on the Security
register. Any failure of the Issuer to give such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

SECTION 8.3 Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Issuer and the Holders of
Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

SECTION 8.4 Documents to be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, shall be entitled to receive
an Officer's Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this Article Eight complies
with the applicable provisions of this Indenture.

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matter provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Issuer, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION

SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms.
Subject to the provisions of Section 9.2, nothing contained in this Indenture
or in any of the Securities shall prevent any consolidation or merger of the
Issuer with or into any other corporation or corporations (whether or not
affiliated with the Issuer), or successive consolidations or mergers in which
the Issuer or its successor or successors shall be a party or parties, or shall
prevent any sale, lease, exchange or other disposition of all or substantially
all the property and assets of the Issuer to any other corporation (whether or
not affiliated with the Issuer) authorized to acquire and operate the same;
provided, however, and the Issuer hereby covenants and agrees, that any such
consolidation, merger, sale, lease, exchange or other disposition shall be upon
the conditions that (a) immediately after such consolidation, merger, sale,
lease, exchange or other disposition the corporation (whether the Issuer or
such other corporation) formed by or surviving any such consolidation or
merger, or to which such sale, lease, exchange or other disposition shall have
been made, shall not be in default in the performance or observance of any of
the terms, covenants and conditions of this Indenture to be kept or performed
by the Issuer; (b) the corporation (if other than the Issuer) formed by or
surviving any such consolidation or merger, or to which such sale, lease,
exchange or other disposition shall have been made, shall be a corporation
organized under the laws of the United States of America, any state thereof or
the District of Columbia; and (c) the due and punctual payment of the principal
of and interest, if any, on all 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 Issuer, shall be expressly
assumed, by supplemental indenture satisfactory in form to the Trustee executed
and delivered to the Trustee, by the corporation (if other than the Issuer)
formed by such consolidation, or into which the Issuer shall have been merged,
or by the corporation which shall have acquired or leased such property and
assets.

SECTION 9.2 Securities to be Secured in Certain Events. If, upon
any such consolidation or merger, or upon any such sale, lease, exchange or
other disposition any properties or assets owned by the Issuer or a Subsidiary
immediately prior thereto would thereupon become subject to any mortgage,
security interest, pledge, lien or encumbrance, not permitted by Section 3.6
hereof, the Issuer, at or prior to consummation of such consolidation, merger,
sale, lease, exchange or other disposition, will by indenture supplemental
hereto secure the due and punctual payment of the principal of and interest, if
any, on the Securities then outstanding equally and ratably with (or prior to)
all Indebtedness secured thereby.

SECTION 9.3 Successor Corporation to be Substituted. In case of
any such consolidation, merger, sale, lease, exchange or other disposition and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and interest, if any, on
all of the Securities and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Issuer, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein as the party of the first part,
and the Issuer (including any intervening successor to the Issuer which shall
have become the obligor hereunder) shall be relieved of any further obligation
under this

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Indenture and the Securities; provided, however, that in the case of a lease of
the property and assets of the Issuer (including any such intervening
successor), the Issuer (including any such intervening successor) shall
continue to be liable on its obligations under this Indenture and the
Securities to the extent, but only to the extent, of liability to pay the
principal of and interest, if any, on the Securities at the time, places and
rate prescribed in this Indenture and the Securities. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the Issuer, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Issuer and
delivered to the Trustee; and, upon the order of such successor corporation
instead of the Issuer 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 Issuer to the Trustee for authentication, and any Securities
which such successor corporation 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.

In case of any such consolidation, merger, sale, lease, exchange or
other disposition 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 9.4 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition and any such assumption comply with
the provisions of this Article Nine.

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture. (A) If at
any time (a) the Issuer shall have paid or caused to be paid the principal of
and interest, if any, on all the Securities Outstanding (other than Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9) as and when the same shall have become due and
payable, or (b) the Issuer shall have delivered to the Trustee for cancellation
all Securities theretofore authenticated (other than Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9); and if, in any such case, the Issuer shall also pay or cause to
be paid all other sums payable hereunder by the Issuer, then this Indenture
shall cease to be of further effect, and the Trustee, on demand of the Issuer
accompanied by an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the satisfaction and discharge
contemplated by this provision have been complied with, and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging such
satisfaction and discharging this Indenture. The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred,
and to compensate the Trustee for any services thereafter reasonably and
properly rendered, by the Trustee in connection with this Indenture or the
Securities.

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destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Issuer shall have delivered to the Trustee for cancellation all Securities of
any series theretofore authenticated (other than any Securities of such series
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9), or (c) in the case of any series of Securities
with respect to which the exact amount described in clause (ii) below can be
determined at the time of making the deposit referred to in such clause (ii),
(i) all the Securities of such series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and (ii) the Issuer shall have irrevocably deposited
or caused to be deposited with the Trustee as funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
Securities of such series, cash in an amount (other than moneys repaid by the
Trustee or any Paying Agent to the Issuer in accordance with Section 10.4) or
direct obligations of the United States of America, backed by its full faith
and credit ("U.S. Government Obligations"), maturing as to principal and
interest, if any, at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (A) the
principal of and interest, if any, on all Securities of such series on each
date that such principal or interest, if any, is due and payable, and (B) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such series; then the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such series on the date of the
deposit referred to in clause (ii) above and the provisions of this Indenture
with respect to the Securities of such series shall no longer be in effect
(except, in the case of clause (c) of this Section 10.1(B), as to (i) rights of
registration of transfer and exchange of Securities of such series, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities of
such series, (iii) rights of Holders of Securities of such series to receive
payments of principal thereof and interest, if any, thereon upon the original
stated due dates therefor (but not upon acceleration), and remaining rights of
the Holders of Securities of such series to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, (v) the rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vi) the obligations of the Issuer
under Section 3.3 with respect to Securities of such series) and the Trustee,
on demand of the Issuer accompanied by an Officer's Certificate and an Opinion
of Counsel, each stating that all conditions precedent contemplated by this
provision have been complied with, and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging the same.

(C) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In addition to discharge of this Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities with respect to which the
exact amount described in subparagraph (a) below can be determined at the time
of making the deposit referred to in such subparagraph (a), the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the
Securities of such a series on the 91st day after the date of the deposit
referred to in subparagraph (a) below, and the provisions of this Indenture
with respect to the Securities of such series shall no longer be in effect
(except as to (i) rights of registration of transfer and exchange of Securities
of such series, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities of such series, (iii) rights of Holders of Securities of such
series to receive payments of principal thereof and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations, duties
and immunities of the Trustee hereunder, (v) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (vi) the
obligations of the Issuer under Section 3.3 with respect to Securities of such
series) and the Trustee, on demand of the Issuer accompanied

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by an Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent contemplated by this provision have been complied with,
and at the cost and expense of the Issuer, shall execute proper instruments
acknowledging the same, if

(a) with reference to this provision the Issuer has
irrevocably deposited or caused to be irrevocably deposited with the
Trustee as funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Securities of such
series (i) cash in an amount, or (ii) U.S. Government Obligations,
maturing as to principal and interest, if any, at such times and in
such amounts as will insure the availability of cash, or (iii) a
combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (A) the
principal of and interest, if any, on all Securities of such series on
each date that such principal or interest, if any, is due and payable,
and (B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of this
Indenture and the Securities of such series;

(b) such deposit will not result in a breach or violation
of, or constitute a default under, any agreement or instrument to
which the Issuer is a party or by which it is bound; and

(c) the Issuer has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling or
(y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect
that, and such opinion shall confirm that, the Holders of the
Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not
occurred.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 10.4, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Section 10.1 shall be held
in trust, and such moneys and all moneys from such U.S. Government Obligations
shall be applied by it to the payment, either directly or through any Paying
Agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series for the payment or redemption of which
such moneys and U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
if any, but such moneys need not be segregated from other funds except to the
extent required by law. The Trustee and any Paying Agent shall promptly pay to
the Issuer, upon the written request of the Issuer, any excess moneys or U.S.
Government Obligations held by them at any time.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.

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the date upon which such principal or interest, if any, shall have become due
and payable, shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such Paying Agent, and the Holder of the Securities of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect, and all liability of
the Trustee or any Paying Agent with respect to such moneys shall thereupon
cease.

SECTION 10.5 Indemnity for U.S. Government Obligations. The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.1 or the principal or interest received in respect of
such obligations.

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer, or any partner of the
Issuer or of any successor, either directly or through the Issuer 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 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and their successors and the Holders of
the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities.

SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee)
to Service Corporation International, 1929 Allen Parkway, P. 0. Box 130548,
Houston, Texas 77019, Attention: Secretary. Any notice, direction, request or
demand by the Issuer or any Holder of Securities to or upon the Trustee shall
be deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until

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another address of the Trustee is filed by the Trustee with the Issuer) to 101
Barclay Street-21W, New York, New York 10286, Attention: Corporate Trust
Administration.

Where this Indenture provides for notice to Holders of Securities,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
entitled thereto, at his last address as it appears in the Security register.
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.

In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be reasonably satisfactory to
the Trustee shall be deemed to be sufficient notice.

SECTION 11.5 Officer's Certificates and Opinions of Counsel;
Statements to be Contained Therein. Upon any application or demand by the
Issuer to the Trustee to take any action under any of the provisions of this
Indenture, or as required pursuant to the Trust Indenture Act of 1939, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture (other than
a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) 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, (c) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or not such covenant or condition has been complied with, and (d) a statement
as to whether or not, in the opinion of such person, such condition or covenant
has been complied with.

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

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

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of principal of or interest, if any, on the Securities of
any series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption, purchase or repayment, and, in the case of
payment, no interest shall accrue for the period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included herein by any of Sections 310
to 317, inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF TEXAS, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

SECTION 11.9 Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument

SECTION 11.10 Effect of Headings. The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series except as otherwise specified, as contemplated by
Section 2.3 for Securities of such series.

SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first-class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to

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give notice by mail, or any defect in the notice to the Holder of any Security
of a series designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security of
such series.

The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest, if any, (or, in the
case of Original Issue Discount Securities, original issue discount) accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest, if any, thereon or on the portions thereof to
be redeemed (or, in the case of Original Issue Discount Securities, original
issue discount) will cease to accrue. In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the
redemption of Securities of any series 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.

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on the Securities or portions of Securities so called for redemption shall
cease to accrue, and, except as provided in Sections 6.5 and 10.4, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any other benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest, if any, accrued thereon to the date fixed for
redemption; provided that payment of interest, if any, becoming due on or prior
to the date fixed for redemption shall be payable to the Holders of Securities
registered as such on the relevant record date subject to the terms and
provisions of Sections 2.3 and 2.7 hereof.

Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series and of like tenor, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.

SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being
owned of record and beneficially by, and not pledged or hypothecated by, either
(a) the Issuer or (b) a Person specifically identified in such written
statement as an Affiliate of the Issuer.

SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of the Securities
of any series is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section 12.5,
or (c) receive credit for Securities of such series (not previously so
credited) redeemed by the Issuer through any optional redemption provision
contained in the terms of such series. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.

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payment to be satisfied by payment of cash and the portion to be satisfied by
credit of Securities of such series and the basis for such credit, (b) stating
that none of the Securities of such series to be so credited has theretofore
been so credited, (c) stating that no defaults in the payment of interest or
Events of Default with respect to such series have occurred (which have not
been waived or cured or otherwise ceased to exist) and are continuing, and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date.
Any Securities of such series to be credited and required to be delivered to
the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.10 to the Trustee with such
Officer's Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officer's Certificate shall be irrevocable and upon its receipt
by the Trustee the Issuer shall become unconditionally obligated to make all
the cash payments or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. Failure of the Issuer, on or before
any such 60th day, to deliver such Officer's Certificate and Securities
(subject to the parenthetical clause in the second preceding sentence)
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Issuer (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof, and
(ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section 12.5.

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 or a lesser sum if the Issuer shall so request with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash,
as nearly as may be, and shall (if requested in writing by the Issuer) inform
the Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the Issuer
(or the Issuer, if it shall so request the Trustee in writing) shall cause
notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any
and all sinking fund moneys held on the stated maturity date of the Securities
of any particular series (or earlier, if such maturity is accelerated), which
are not held for the payment or redemption of particular Securities of such
series shall be applied, together with other moneys, if necessary, sufficient
for the purpose, to the payment of the principal of, and interest, if any, on,
the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest,
if any, accrued to the date fixed for redemption on Securities to be redeemed
on such sinking fund payment date.

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The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default with respect to such series except that, where the giving of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Issuer a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur, and any moneys
thereafter paid into the sinking fund, shall, during the continuance of such
default or Event of Default, be deemed to have been collected under Article
Five and held for the payment of all such Securities. In case such Event of
Default shall have been waived as provided in Section 5.7 or the default cured
on or before the 60th day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section 12.5 to the redemption of such
Securities.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, effective as of _____ 1, ____.

SERVICE CORPORATION INTERNATIONAL

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

THE BANK OF NEW YORK, as Trustee

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

<PAGE> 1
EXHIBIT 4.2
================================================================================

SERVICE CORPORATION INTERNATIONAL

AND

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

_____________________________

1998 SENIOR SUBORDINATED INDENTURE

DATED AS OF ____ 1, ____

================================================================================
<PAGE> 2
CROSS REFERENCE SHEET*

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

Provisions of Trust Indenture Act of 1939 and 1998 Senior Subordinated
Indenture to be dated as of _____ 1, ____ between SERVICE CORPORATION
INTERNATIONAL and CHASE BANK OF TEXAS, Trustee:

__________________________________

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

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ARTICLE I
DEFINITIONS

Section 1.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Associated Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Conversion Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Conversion Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Date of Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Last Sale Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Original issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Original issue discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Principal Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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Trading Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Vice president . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.2 Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.3 Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.4 Authentication and Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.5 Execution of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.6 Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.7 Denomination and Date of Securities; Payments of Interest . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.10 Cancellation of Securities; Disposition Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.12 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.2 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.3 Office for Notices and Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.5 Provision as to Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.6 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.7 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.8 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.9 Prohibition on Incurrence of Senior Subordinated Debt . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE FOUR
SECURITY HOLDERS LIST AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders . . . . . . . . . 18
SECTION 4.2 Preservation and Disclosure of Securityholders Lists . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.3 Reports by the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.2 Payment of Securities on Default; Suit Therefor . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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Section 5.3 Application of Moneys Collected by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.4 Proceedings by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.5 Proceedings by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.6 Remedies Cumulative and Continuing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.7 Direction of Proceedings; Waiver of Defaults by Majority of Securityholders . . . . . . . . . . . . 26
Section 5.8 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.9 Undertaking to Pay Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.10 Trustee May Enforce Claim without Possession of Securities . . . . . . . . . . . . . . . . . . . . . 27
Section 5.11 Waiver of Stay or Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default . . . . . . . . . . . . 28
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc. . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim . . . . . . . . . . . . . . . . . . 30
SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc. . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.8 Qualification of Trustee; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.9 Persons Eligible for Appointment as Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee . . . . . . . . . . . . . . . . . . . . . 36
SECTION 6.11 Acceptance of Appointment by Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee . . . . . . . . . . . . . . . 38
SECTION 6.13 Preferential Collection of Claims Against the Issuer . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.2 Proof of Execution of Instruments and of Holding of Securities . . . . . . . . . . . . . . . . . . . 42
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.4 Securities Owned by issuer Deemed Not Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.6 Record Date for Consents and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . 43
SECTION 8.2 Supplemental Indentures With Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.4 Documents to be Given to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.6 Subordination Unimpaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
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ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

SECTION 9.1 Issuer May Consolidate, etc. on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 9.2 Successor Corporation to be Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 9.3 Opinion of Counsel to be Given Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 10.2 Application by Trustee of Funds Deposited for Payment of Securities . . . . . . . . . . . . . . . . 49
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years . . . . . . . . . . . . . 50
SECTION 10.5 Indemnity for U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities . . . . . . . . . 50
SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 11.4 Notices of Demands on Issuer, Trustee and Holders of Securities . . . . . . . . . . . . . . . . . . 50
SECTION 11.5 Officer's Certificates and Opinions of Counsel; Statements to be Contained Therein . . . . . . . . . 51
SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 . . . . . . . . . . . . . . 52
SECTION 11.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 11.10 Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 11.11 Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 12.3 Payment of Securities Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption . . . . . . . . . . . 54
SECTION 12.5 Mandatory of Optional Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE THIRTEEN
CONVERSION OF SECURITIES

Section 13.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 13.2 Exercise of Conversion Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 13.3 Fractional Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 13.4 Adjustment of Conversion Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 13.5 Continuation of Conversion Privilege in Case of Merger, Consolidation
or Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>

iv
<PAGE> 7
<TABLE>
<S> <C> <C>
Section 13.6 Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 13.7 Taxes on Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 13.8 Issuer to Provide Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 13.9 Disclaimer of Responsibility for Certain Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 13.10 Return of Funds Deposited for Redemption of Converted Securities . . . . . . . . . . . . . . . . . . 62

ARTICLE FOURTEEN
SUBORDINATION

Section 14.1 Securities Subordinated to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 14.2 Reliance on Certificate of Liquidating Agent; Further Evidence as Ownership of Senior Indebtedness . 64
Section 14.3 Payment Permitted if no Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 14.4 Disputes with Holders of Certain Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 14.5 Trustee Not Charged with Knowledge of Prohibition . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 14.6 Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 14.7 Rights of Trustee as Holder of Senior indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 14.8 Article Applicable to Paying agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 14.9 Subordination Rights Not Impaired by Acts or Omissions of the Issuer or
Holders of Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 14.10 Trustee Not Fiduciary for Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 66

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
</TABLE>

* This Table of Contents is not part of the Indenture

v
<PAGE> 8
THIS 1998 SENIOR SUBORDINATED INDENTURE, dated as of ________ 1, ____
between SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Issuer"),
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as trustee (the "Trustee").

W I T N E S S E T H:

WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured senior subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture:

WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

NOW, THEREFORE:

In consideration of the premises and the purchase of the Securities by
the Holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1 For all purposes of this Indenture and of any
indenture supplemental hereto, the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly provided
or unless the context otherwise clearly requires). All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939, including
terms defined therein by reference to the Securities Act of 1933, shall have
the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture (except as herein
otherwise expressly provided or unless the context otherwise clearly requires).

The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The expressions "date of the
Indenture", "date hereof", "date as of which this Indenture is dated" and "date
of execution and delivery of this Indenture" and other expressions of similar
import refer to the effective date of the original execution and delivery of
this Indenture, viz. ___________ 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.

"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

<PAGE> 9
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.

"Associated Rights" means any rights to purchase shares of the
Issuer's capital stock or other securities that are associated with any class
of stock constituting Common Stock for purposes hereof if at the time of the
issuance thereof such rights are not separable from any class of stock except
upon the occurrence of a contingency, whether such rights exist at the date of
the execution hereof or are thereafter issued by the Company as a dividend on
any such class of stock or otherwise.

"Authenticating Agent" shall have the meaning set forth in Section
6.14.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code Sec. 101 et seq., or any successor statute thereto.

"Board of Directors" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

"Common Stock" means the common stock, par value $1.00 per share, of
the Issuer as the same exists at the date of execution and delivery of this
Indenture or other capital stock of the Issuer into which such common stock is
reclassified or changed from time to time.

"Conversion Agent" shall have the meaning set forth in Section 3.3.

"Conversion Price" shall have the meaning set forth in Section 13.4.

"Corporate Trust Office" means the office of the Trustee in Dallas,
Texas or Houston, Texas, at which at any particular time its corporate trust
business shall be administered, which, as of the date hereof, is as follows:
(a) for payment, registration, transfer, exchange and tender of the Securities:
Chase Bank of Texas, National Association, One Main Place, 1201 Main Street,
18th Floor, Dallas, Texas 75202, telephone: (800) 275-2048, telecopy: (214)
672-5746; and (b) for all other communications relating to the Securities:
Chase Bank of Texas, National Association, 600 Travis Street, Suite 1150,
Houston, Texas 77002, Attention: Global Trust Services for Service Corporation
International, telephone: (713) 216-6686, telecopy: (713) 216-5476.

The term "covenant" shall have the meaning set forth in Section 3.1.

"Date of Conversion" shall have the meaning set forth in Section 13.2.

2
<PAGE> 10
"Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and, thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and, if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Global
Securities of such series.

"Event of Default" means any event or condition specified as such in
Section 5.1.

"Indebtedness" means, with respect to any Person.

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

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

(c) any amendments, modifications, refundings, renewals
or extensions of any indebtedness or obligation described as
Indebtedness in clause (a) or (b) above.

3
<PAGE> 11
maturity, upon acceleration or redemption or otherwise) or after the date, if
any, on which the Issuer becomes obligated to acquire a Security, whether upon
conversion, by purchase or otherwise.

"Issuer" means (except as otherwise provided in Section 6.8) Service
Corporation International, a Texas corporation, and subject to Article IX, its
successors and assigns.

"Last Sale Price" shall have the meaning set forth in Section 13.3.

"Officer's Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assignment secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5, if and to the extent required by the provisions of such
Section 11.5. One of the officers signing any Officer's Certificate given
pursuant to Section 4.3 shall be the principal executive, financial or
accounting officer of the Issuer.

The term "original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

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

(b) Securities (other than Securities of any series as to
which the provisions of Article X hereof shall not be applicable), or
portions thereof, for the payment or redemption of which moneys or
U.S. Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee
or with any Paying Agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the Holders
of such Securities (if the Issuer shall act as its own Paying Agent),
provided that, if such Securities, or portions thereof, are to

4
<PAGE> 12
be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as herein provided, or provision satisfactory to
the Trustee shall have been made for giving such notice;

(c) Securities which shall have been paid or in substitution
for which other Securities shall have been authenticated and delivered
pursuant to the terms of Section 2.9 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a Person in whose hands such Security
is a legal, valid and binding obligation of the Issuer); and

(d) Securities converted into Common Stock pursuant
hereto prior to the applicable record date and, for purposes of
selection for redemption, Securities not deemed Outstanding pursuant
to Section 12.2; provided, however, that Securities surrendered for
conversion during the period between the close of business on any
record date for such Security and the opening of business on the
related interest payment date (or on the related interest payment
date) shall be considered Outstanding for purposes of payment of
interest on such related interest payment date.

In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Section 5.1.

"Paying Agent" shall have the meaning set forth in Section 3.3.

"Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption and conversion provisions, if any,
with respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities.

The term "principal amount" of a debt security, including any
Security, means the principal amount as set forth on the face of such debt
security.

The term "record date" shall have the meaning set forth in Section
2.7.

"Registrar" shall have the meaning set forth in Section 3.3.

5
<PAGE> 13
"Responsible Officer", when used with respect to the Trustee, means
any officer assigned by the Trustee to administer its corporate trust matters.

"Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture or, as the
case may be, securities that have been authenticated and delivered pursuant to
this Indenture.

"Senior Indebtedness" means Indebtedness of the Issuer outstanding at
any time except (a) any Indebtedness of the Issuer that pursuant to its terms
or the terms of any agreement relating thereto or by operation of law if
subordinate or junior in right of payment to any other Indebtedness of the
Issuer, provided that no Indebtedness of the Issuer shall be deemed to be
subordinate to any other Indebtedness of the Issuer solely by virtue of any
such other Indebtedness being secured or otherwise having the benefit of any
lien or security interest, (b) any Indebtedness as to which, by the terms of
the instrument creating or evidencing the same, it is provided that such
Indebtedness is not senior in right of payment to the Securities, (c) the
Securities, (d) the Issuer's subordinated indebtedness, (e) any Indebtedness of
the Issuer to a wholly owned Subsidiary of the Issuer, (f) interest accruing
after the filing of a petition initiating certain bankruptcy or insolvency
proceedings unless such interest is an allowed claim enforceable against the
Issuer in a proceeding under federal or state bankruptcy laws and (g) trade
accounts payable.

"Trading Day" shall have the meaning set forth in Section 13.3.

"Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1, 8.2 and 13.5) means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this Indenture is originally executed.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article VI, shall also
include any successor trustee. "Trustee" shall also mean or include each
Person who is then a trustee hereunder and, if at any time there is more than
one such Person, "Trustee" as used with respect to the Securities of any series
shall mean the trustee with respect to the Securities of such series.

"U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

6
<PAGE> 14
ARTICLE II
SECURITIES

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

SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be
substantially as follows:

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

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

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

By
------------------------------------
as Authenticating Agent

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

7
<PAGE> 15

SECTION 2.3 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 and the Securities
of each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in
Article XIV, to all Senior Indebtedness. There shall be established in or
pursuant to one or more Board Resolutions (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series:

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

(2) whether the Securities will be convertible into
Common Stock (or cash in lieu thereof) and, if so, the terms and
conditions upon which such conversion will be effected including the
initial Conversion Price and any adjustments thereto in addition to or
different from those set forth in Section 13.4, the conversion period
and other provisions in addition to or in lieu of those set forth
herein;

(3) 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 2.8, 2.9, 2.11, 8.5, 12.3
or 13.2);

(4) the date or dates on which the principal of the
Securities of the series is payable;

(5) the rate or rates at which the Securities of the
series shall bear interest, if any, the date or dates from which any
such interest shall accrue, on which any such interest shall be
payable and on which a record shall be taken for the determination of
Holders to whom any such interest is payable or the method by which
such rate or rates or date or dates shall be determined or both;

(6) the place or places where and the manner in which
the principal of and any interest on Securities of the series shall
be payable and the office or agency for the Securities of the series
maintained by the Issuer pursuant to Section 3.3 (if other than as
provided in Section 3.3);

(8) the right, if any, of the Issuer to redeem, purchase
or repay Securities of the series, in whole or in part, at its option
and the period or periods within which, the price or prices (or the
method by which such price or prices shall be determined or both) at
which, the form or method of payment therefor if other than in cash
and any terms and conditions upon which and the manner in which (if
different from the provisions of Article XII) Securities of the series
may be so redeemed, purchased or repaid, in whole or in part, pursuant
to any sinking fund or otherwise;

(9) the obligation, if any, of the Issuer to redeem,
purchase or repay Securities of the series, in whole or in part,
pursuant to any mandatory redemption, sinking fund or analogous

8
<PAGE> 16
provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices (or the method by which such
price or prices shall be determined or both) at which, the form or
method of payment therefor if other than in cash and any terms and
conditions upon which and the manner in which (if different from the
provisions of Article XII) Securities of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation;

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

(11) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon acceleration of the maturity thereof;

(12) whether the Securities of the series will be issuable
as Global Securities;

(13) 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,
the form and terms of such certificates, documents or conditions;

(14) any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars, conversion agents or any other
agents with respect to the Securities of such series;

(15) any deleted, modified or additional events of default
or remedies or any deleted, modified or additional covenants with
respect to the Securities of such series;

(16) whether the provisions of Section 10.1(C) will be
applicable to Securities of such series;

(17) if the amounts of payments of principal of and
interest on the Securities of such series are to be determined with
reference to an index, the manner in which such amounts shall be
determined; and

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

All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer's Certificate referred to above or
as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may be issued from time to
time, consistent with the terms of this Indenture, if so provided or pursuant
to such Board Resolution, such Officer's Certificate or in any such indenture
supplemental hereto.

Any such Board Resolution or Officer's Certificate referred to above
with respect to Securities any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of this Indenture for all purposes relating to Securities
of such series as fully as if such Board Resolution or Officer's Certificate
were set forth herein in full.

9
<PAGE> 17
SECTION 2.4 Authentication and Delivery of Securities. The
Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication together with the applicable documents referred to
below in this Section 2.4, and the Trustee shall thereupon authenticate and
deliver such Securities to, or upon the order of, the Issuer (contained in the
Issuer Order referred to below in this Section 2.4) or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be specified
from time to time by an Issuer Order. The maturity date, original issue date,
interest rate, if any, and any other terms of the Securities of such series
shall be determined by or pursuant to such Issuer Order and procedures. If
provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral instructions from the Issuer or its duly
authorized agent, which instructions shall be promptly confirmed in writing.
In authenticating the Securities of such series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and
(4) below only at or before the time of the first request of the Issuer to the
Trustee to authenticate Securities of such series) and (subject to Section 6.1)
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:

(1) an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities of such series
are not to be delivered to the Issuer, provided that, with respect to
Securities of a series subject to a Periodic Offering, (a) such Issuer
Order may be delivered by the Issuer to the Trustee prior to the
delivery to the Trustee of such Securities for authentication and
delivery, (b) the Trustee shall authenticate and deliver Securities of
such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount
established for such series, pursuant to an Issuer Order or pursuant
to procedures acceptable to the Trustee as may be specified from time
to time by an Issuer Order, (c) the maturity date or dates, original
issue date or dates, interest rate or rates, if any, and any other
terms of Securities of such series shall be determined by an Issuer
Order or pursuant to such procedures, (d) if provided for in such
procedures, such Issuer Order may authorize authentication and
delivery pursuant to telecommunication or electronic instructions from
the Issuer or its duly authorized agent or agents, and (e) after the
original issuance of the first Security of such series to be issued,
any separate request by the Issuer that the Trustee authenticate
Securities of such series for original issuance will be deemed to be a
certification by the Issuer that it is in compliance with all
conditions precedent provided for in this Indenture relating to the
authentication and delivery of such Securities;

(4) at the option of the Issuer, either an Opinion of
Counsel, or a letter from legal counsel addressed to the Trustee
permitting it to rely on an Opinion of Counsel, substantially to the
effect that:

(A) in the case of an underwritten offering, the
Securities of such series are in the form or forms
contemplated by this Indenture and have been duly and validly
authorized as contemplated by this Indenture;

(B) in the case of an offering that is not
underwritten, the Securities of such series are in the form or
forms contemplated by this Indenture, certain terms of the
Securities of

10
<PAGE> 18
such series have been established pursuant to a Board
Resolution, an Officer's Certificate or a supplemental
indenture in accordance with this Indenture, and when such
other terms as are to be established pursuant to procedures
set forth in an Issuer Order shall have been established, all
such terms will have been duly authorized by the Issuer and
will have been established in conformity with the provisions
of this Indenture;

(C) when the Securities of such series have been
executed by the Issuer and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered
against payment therefor by the purchasers thereof, they will
be valid and legally binding obligations of the Issuer,
enforceable in accordance with their respective terms, and
will be entitled to the benefits of this Indenture; and

(D) to such counsel's knowledge after the inquiry
indicated therein, the execution and delivery by the Issuer
of, and the performance by the Issuer of its obligations
under, the Securities of such series will not contravene any
provision of applicable law or the articles of incorporation
or by-laws of the Issuer or any agreement or other instrument
binding upon the Issuer or any of its Subsidiaries that is
material to the Issuer and its Subsidiaries, considered as one
enterprise, or any judgment, order or decree of any
governmental agency or any court having jurisdiction over the
Issuer or any Subsidiary, and no consent, approval or
authorization of any governmental body or agency is required
for the performance by the Issuer of its obligations under the
Securities, except such as are specified and have been
obtained and such as may be required by the securities or blue
sky laws of the various states in connection with the offer
and sale of the Securities.

In rendering such opinions, such counsel may qualify any opinions as
to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the State of Texas
and the federal law of the United States, upon opinions of other counsel
(copies of which shall be delivered to the Trustee), who shall be counsel
reasonably satisfactory to the Trustee, in which case the opinion shall state
that such counsel believes that both such counsel and the Trustee are entitled
so to rely. Such counsel may also state that, insofar as such opinion involves
factual matters, such counsel has relied, to the extent such counsel deems
proper, upon certificates of officers of the Issuer and its Subsidiaries and
certificates of public officials.

The Trustee shall have the right to decline to authenticate and
deliver any Securities of any series under this Section 2.4 if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken
by the Issuer or if the Trustee in good faith by its board of directors or board
of trustees, executive committee or a trust committee of directors or trustees
or Responsible Officers shall determine that such action would expose the
Trustee to personal liability to existing Holders or would adversely affect the
Trustee's own rights, duties or immunities under the Securities, this Indenture
or otherwise.

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instructions, and (iv) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary."

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

SECTION 2.6 Certificate of Authentication. Only such Securities
as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificates by the Trustee, or its Authenticating Agent,
upon any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

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exchange of such Security subsequent to the record date and prior to such
interest payment date, except if and to the extent the Issuer shall default in
the payment of the interest due on such interest payment date for such series,
in which case such defaulted interest shall be paid to the Persons in whose
names Outstanding Securities for such series are registered (a) at the close of
business on a subsequent record date (which shall be not less than five
Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the
Holders of Securities not less than 15 days preceding such subsequent record
date or (b) as determined by such other procedure as is mutually acceptable to
the Issuer and the Trustee. The term "record date" as used with respect to any
interest payment date (except a date for payment of defaulted interest) for the
Securities of any series shall mean the date specified as such in the terms of
the Securities of such series established as contemplated by Section 2.3, or, if
no such date is so established, if such interest payment date is the first day
of a calendar month, the fifteenth day of the next preceding calendar month or,
if such interest payment date is the fifteenth day of a calendar month, the
first day of such calendar month, whether or not such record date is a Business
Day.

At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the office of the Registrar.

The Issuer 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 of Securities. No service charge shall be made for
any such transaction or for any exchange of Securities of any series for any
such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities of such
series to be redeemed, (b) any Securities selected, called or being called for
redemption, in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Security
if the Holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Security in whole or in part, except the portion of such
Security not required to be repurchased.

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Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such ineligibility, the Issuer's election pursuant to Section
2.3 that such Securities be represented by one or more Global Securities shall
no longer be effective and the Issuer shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities in exchange for such Global Security
or Securities.

If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as
are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service
charge,

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SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee, in the absence of notice to the Trustee that such Security
has been acquired by a bona fide purchaser, shall authenticate and deliver a
new Security of the same series, maturity date, interest rate, if any, and
original issue date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
or defaced Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by the
Trustee to indemnify and defend and to save each of the Trustee and the Issuer
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof and in the case of mutilation or defacement, shall surrender
the Security to the Trustee or such agent.

Upon the issuance of any substitute Security, the Issuer 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 or its agent) connected therewith. In case
any Security which has matured or is about to mature or has been called for
redemption in full or is being surrendered for conversion in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of
issuing a substitute Security, pay or authorize the payment of the same or the
conversion of such Security (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment or conversion
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as any of them may require to hold each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent of the
Issuer or the Trustee evidence to the Trustee's satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant to the
provisions of this Section 2.9 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
series duly authenticated and delivered hereunder. All Securities shall be
held and owned upon the express condition that, to the extent permitted by law,
the foregoing provisions are exclusive with respect to the replacement, payment
or conversion of mutilated, defaced, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement payment or conversion of negotiable instruments or other securities
without their surrender.

SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, purchase, redemption, registration of
transfer, exchange or conversion, or for credit against any payment in respect
of a sinking or analogous fund, if surrendered to the Issuer or any agent of
the Issuer or the Trustee or any agent of the Trustee, shall be delivered to
the Trustee or its agent for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee or its agent shall dispose of cancelled Securities held by it, or hold
such Securities in accordance with its standard retention policy, and deliver a
certificate of disposition or retention to the Issuer. If the Issuer or its
agent shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee or its agent
for cancellation.

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(printed, lithographed, typewritten or otherwise reproduced, in each case in
form satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by
the execution and authentication thereof. Temporary Securities may contain
such references to any provisions of this Indenture as may be appropriate.
Every Temporary Security shall be executed by the Issuer and be authenticated
by the Trustee upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Securities. Without unreasonable delay
the Issuer shall execute and shall furnish definitive Securities of such series
and thereupon temporary Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.3 and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series, unless otherwise established
pursuant to Section 2.3.

ARTICLE III
COVENANTS OF THE ISSUER

SECTION 3.1 Covenants. The term "covenant", whenever used herein
with respect to the covenants of the Issuer applicable to Securities of any
series, includes without limitation the covenants set forth in this Article III,
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the Board Resolution of supplemental
indenture establishing such series of Securities or in the form of Security for
such series.

SECTION 3.3 Office for Notices and Payments, etc. So long as any
of the Securities are Outstanding, the Issuer will maintain in each Place of
Payment, an office or agency where the Securities may be presented for payment
("Paying Agent"), an office or agency where the Securities may be presented for
registration of transfer and for exchange ("Registrar") and, if applicable, an
office or agency where the Securities may be presented for conversion
("Conversion Agent") as in this Indenture provided, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as Registrar,
Paying Agent, Conversion Agent and as the agent upon whom notices and demands
may be served with respect to the Securities.

SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee so
that there shall at all times be a Trustee hereunder.

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SECTION 3.5 Provision as to Paying Agent.

(a) If the Issuer shall appoint a Paying Agent other than
the Trustee, it will cause such Paying Agent to execute and deliver to
the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 3.5, (1) that it
will hold all sums held by it as such agent for the payment of the
principal of or interest, if any, on the Securities (whether such sums
have been paid to it by the Issuer or by any other obligor on the
Securities) in trust for the benefit of the Holders of the Securities
or the Trustee; and (2) that it will give the Trustee notice of any
failure by the Issuer (or by any other obligor on the Securities) to
make any payment of the principal of or interest, if any, on the
Securities when the same shall be due and payable; and (3) that it
will, at any time during the continuance of any such failure, upon the
written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.

(b) If the Issuer shall act as its own Paying Agent, it
will, on or before each due date of the principal of or interest, if
any, on the Securities, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities a sum sufficient to pay such
principal or interest, if any, so becoming due and will notify the
Trustee of any failure to take such action and of any failure by the
Issuer (or by any other obligor under the Securities) to make any
payment of the principal of or interest, if any, on the Securities when
the same shall become due and payable.

(c) Anything in this Section 3.5 to the contrary
notwithstanding, the Issuer may, at any time, for the purpose of
obtaining a satisfaction and discharge of this Indenture, or for any
other reason, pay or cause to be paid to the Trustee all sums held in
trust by it, or any Paying Agent hereunder, as required by this
Section 3.5, such sums to be held by the Trustee upon the trusts
herein contained.

(d) Anything in this Section 3.5 to the contrary
notwithstanding, any agreement of the Trustee or any Paying Agent to
hold sums in trust as provided in this Section 3.5 is subject to
Sections 10.3 and 10.4.

(e) Whenever the Issuer shall have one or more Paying
Agents, it will, on or before each due date of the principal of or
interest, if any, on any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal or interest, if any, so becoming due,
such sum to be held in trust for the benefit of the Persons entitled
to such principal or interest, if any, and (unless such Paying Agent
is the Trustee) the Issuer will promptly notify the Trustee of its
action or failure so to act.

SECTION 3.6 Corporate Existence. Subject to, and except as
otherwise provided in, Article IX, the Issuer will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and franchise to be a corporation, and will remain qualified as a
foreign corporation in good standing in each jurisdiction wherein the
ownership of its assets or the conduct of its business requires it to be so
qualified, except where the failure to so qualify would not have a material
adverse effect on the Issuer and its Subsidiaries taken as a whole.

SECTION 3.7 Maintenance of Properties. The Issuer will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Issuer may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Issuer from

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discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Issuer, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 3.8 Payment of Taxes and Other Claims. The Issuer will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied
or imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer 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 Issuer or any Subsidiary; provided, however, that the Issuer
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 3.9 Prohibition on Incurrence of Senior Subordinated
Debt. The Issuer will not incur or suffer to exist Indebtedness that is or
purports to be, pursuant to its terms or the terms of any agreement relating
thereto, senior in right of payment to the Securities and subordinate or junior
in right of payment to any other Indebtedness of the Issuer; provided that no
Indebtedness of the Issuer shall be deemed to be subordinate to any other
Indebtedness of the Issuer solely by virtue of any such other Indebtedness
being secured or otherwise having the benefit of any lien or security interest.

ARTICLE IV
SECURITYHOLDERS LIST AND REPORTS
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the
Securities covenant and agree that they will furnish or cause to be furnished
to the Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Securities of each series as of a
date not more than 15 days prior to the time such information is furnished:

(a) semiannually and not more than 15 days after each
March 1 and September 1; and

(b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Issuer of any such
request; provided that if and so long as the Trustee shall be the
Registrar for such series, such list shall not be required to be
furnished.

SECTION 4.2 Preservation and Disclosure of Securityholders Lists.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses
of the Holders of each series of Securities (i) contained in the most
recent list furnished to it as provided in Section 4.1, and (ii)
received by it in its capacity of Registrar or Paying Agent for such
series, if so acting. The Trustee may destroy any list furnished to
it as provided in Section 4.1 upon receipt of a new list so furnished.

(b) In case three or more Holders of Securities
(hereinafter referred to as "applicants") apply in writing to the
Trustee and furnish to the Trustee reasonable proof that each such
applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states
that the applicants desire to communicate with other Holders of
Securities of a particular series (in which case the applicants must
all hold Securities of such series) or with Holders of all Securities
with respect to their rights under this Indenture or under such
Securities, and such application is accompanied by a copy of the form
of proxy or other communication which such

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applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election,
either

(i) afford to such applicants access to the
information preserved at the time by the Trustee in accordance
with the provisions of subsection (a) of this Section 4.2, or

(ii) inform such applicants as to the approximate
number of Holders of Securities of such series or of all
Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the
Trustee, in accordance with the provisions of subsection (a)
of this Section 4.2, and as to the approximate cost of mailing
to such Securityholders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing ,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or, if, after entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

(c) Each and every Holder of Securities, by receiving and
holding the same, agrees with the Issuer and the Trustee that neither
the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities
in accordance with the provisions of subsection (b) of this Section
4.2, 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 such subsection
(b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the
Issuer 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 Issuer
may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the
Issuer is not required to file information, documents or reports
pursuant to either of such Sections, then to file with the Trustee and
the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of

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debt security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations;

(b) to file with the Trustee and the Commission, in
accordance with rules and regulations presented from time to time by
the Commission, such additional information, documents and reports
with respect to compliance by the Issuer with the conditions and
covenants provided for in this Indenture as may be required from time
to time by such rules and regulations;

(c) to 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 Section 4.4(c), such summaries of
any information, documents and reports required to be filed by the
Issuer pursuant to subsections (a) and (b) of this Section 4.3 as may
be required to be transmitted to such Holders by rules and regulations
prescribed from time to time by the Commission; and

(d) furnish to the Trustee, not less than annually, a
brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his knowledge
of the Issuer's compliance with all conditions and covenants under
this Indenture. For purposes of this subsection (d), such compliance
shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

SECTION 4.4 Reports by the Trustee.

(a) Within 60 days after September 15 of each year
commencing with the year 1999, the Trustee shall transmit by mail to
the Holders of Securities, as provided in subsection (c) of this
Section 4.4, a brief report dated as of such September 15 with respect
to any of the following events which may have occurred within the last
12 months (but if no such event has occurred within such period, no
report need be transmitted):

(i) any change to its eligibility under Section
6.9 and its qualification under Section 6.8;

(ii) the creation of, or any material change to, a
relationship specified in paragraph (i) through (x) of Section
6.8(c);

(iii) the character and amount of any advances (and
if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report and for the
reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities of any series, on any
property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid
aggregate not more than 1/2 of 1% of the principal amount of
all Securities Outstanding on the date of such report;

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

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

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(vi) any additional issue of Securities which the
Trustee has not previously reported; and

(vii) any action taken by the Trustee in the
performance of its duties under this Indenture which it has
not previously reported and which in its opinion materially
affects the Securities, except action in respect of a default,
notice of which has been or is to be withheld by it in
accordance with the provisions of Section 5.8.

(b) The Trustee shall transmit to the Securityholders of
each series, as provided in subsection (c) of this Section 4.4, a
brief report with respect to the character and amount of any advances
(and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee, as such, since the date of
the last report transmitted pursuant to the provisions of subsection
(a) of this Section 4.4 (or if no such report has yet been so
transmitted, since the date of this Indenture) for the reimbursement
of which it claims or may claim a lien or charge prior to that of the
Securities of such series on property or funds held or collected by it
as Trustee and which it has not previously reported pursuant to this
subsection (b), except that the Trustee shall not be required (but may
elect) to report such advances if such advances remaining unpaid at
any time aggregate 10% or less of the principal amount of all
Securities Outstanding at such time, such report to be transmitted
within 90 days after such time.

(i) to all Holders of Securities, as the names
and addresses of such Holders appear upon the registry books
of the Issuer; and

(ii) to all other Persons to whom such reports are
required to be transmitted pursuant to Section 313(c) of the
Trust Indenture Act of 1939.

(d) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be
filed by the Trustee with each stock exchange upon which the
Securities of any applicable series are listed and also with the
Commission. The Issuer agrees to notify the Trustee with respect to
any series when and as the Securities of such series become admitted
to trading on any national securities exchange.

ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
EVENT OF DEFAULT

SECTION 5.1 Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one or more of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article XIV or otherwise), unless it
is either inapplicable to a particular series or is specifically deleted or
modified in or pursuant to the Board Resolution or supplemental indenture
establishing such series of Securities or in the form of Security for such
series:

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

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<PAGE> 29
(b) default in the payment of the principal of
any of the Securities of such series as and when the same
shall become due and payable either at maturity, upon
redemption, by declaration or otherwise; or

(c) default in the payment or satisfaction of any
sinking fund or other purchase obligation with respect to the
Securities of such series, as and when such obligation shall
become due and payable; or

(d) failure on the part of the Issuer duly to
observe or perform any other of the covenants or agreements on
the part of the Issuer in the Securities of such series or in
this Indenture continued for a period of 60 days after the
date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Issuer by
the Trustee by registered mail, or to the Issuer and the
Trustee by the Holders of at least 25 percent in aggregate
principal amount of the Securities of such series then
Outstanding; or

(e) without the consent of the Issuer a court
having jurisdiction shall enter an order for relief with
respect to the Issuer under the Bankruptcy Code or without the
consent of the Issuer a court having jurisdiction shall enter
a judgment, order or decree adjudging the Issuer a bankrupt or
insolvent, or enter an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of
the Issuer under the Bankruptcy Code or applicable state
insolvency law and the continuance of any such judgment, order
or decree is unstayed and in effect for a period of 60
consecutive days; or

(f) the Issuer shall institute proceedings for
entry of an order for relief with respect to the Issuer under
the Bankruptcy Code or for an adjudication of insolvency, or
shall consent to the institution of bankruptcy or insolvency
proceedings against it, or shall file a petition seeking, or
seek or consent to reorganization, arrangement, composition or
relief under the Bankruptcy Code or any applicable state law,
or shall consent to filing of such petition or to the
appointment of a receiver, custodian, liquidator, assignee,
trustee, sequestrator or similar official of the Issuer or of
substantially all of its property or the Issuer shall make a
general assignment for the benefit of creditors as recognized
under the Bankruptcy Code; or

(g) default under any bond, debenture, note or
other evidence of Indebtedness for money borrowed by the
Issuer or under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Issuer,
whether such Indebtedness exists on the date hereof or shall
hereafter be created, which default shall have resulted in
such Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have been due
and payable, or any default in payment of such Indebtedness
(after the expiration of any applicable grace periods and the
presentation of any debt instruments, if required), if the
aggregate amount of all such Indebtedness which has been so
accelerated and with respect to which there has been such a
default in payment shall exceed $50,000,000, without each such
default and acceleration having been rescinded or annulled
within a period of 30 days after there shall have been given
to the Issuer by the Trustee by registered mail, or to the
Issuer and the Trustee by the Holders of at least 25 percent in
aggregate principal amount of the Securities of such series
then Outstanding, a written notice specifying each such default
and requiring the Issuer to cause each such default and
acceleration to be rescinded or annulled and stating that such
notice is a "Notice of Default" hereunder; or

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<PAGE> 30
(h) any other Event of Default provided with
respect to the Securities of such series.

If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the unpaid principal amount (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all the
Securities of such series and the interest, if any, accrued thereon to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that, if at any time after the
unpaid principal amount (or such specified amount) of the Securities of such
series shall have been so declared due and payable and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, upon all of
the Securities of such series and the principal of any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, if any, to the extent that payment
of such interest is enforceable under applicable law and on such principal at
the rate borne by the Securities of such series to the date of such payment or
deposit) and the reasonable compensation, disbursements, expenses and advances
of the Trustee, its agents, attorneys and counsel, and any and all defaults
under this Indenture, other than the nonpayment of such portion of the principal
amount of and accrued interest, if any, on Securities of such series which shall
have become due by acceleration, shall have been cured or shall have been waived
in accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor -- then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon. If any Event of Default with respect to the
Issuer specified in Section 5.1(e) or 5.1(f) occurs, the unpaid principal amount
(or, if the Securities of any series then Outstanding are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of each such series) and accrued interest on all Securities of each
series then Outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act by the Trustee or any
Securityholder.

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

SECTION 5.2 Payment of Securities on Default; Suit Therefor. The
Issuer covenants that (a) if default shall be made in the payment of any
installment of interest upon any of the Securities of any series then
Outstanding as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) if default shall be made
in the payment of the principal of any of the Securities of such series as and
when the same shall have become due and payable, whether at maturity of the
Securities

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<PAGE> 31
of such series or upon redemption or by declaration or otherwise--then, upon
demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of
the Holders of the Securities, the whole amount that then shall have become due
and payable on all such Securities of such series for principal or interest, if
any, or both, as the case may be, with interest upon the overdue principal and
(to the extent that payment of such interest is enforceable under applicable
law) upon the overdue installments of interest, if any, at the rate borne by
the Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred by
the Trustee hereunder other than through its negligence or bad faith.

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

If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect, or if a receiver or trustee or similar law now or
hereafter in effect, or if a receiver or trustee or similar official shall have
been appointed for the property of the Issuer or such other obligor, or in the
case of any other similar judicial proceedings relative to the Issuer or other
obligor upon the Securities of such series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of such 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 pursuant to the provisions of this Section
5.2, shall be entitled and empowered by intervention in such proceedings or
otherwise to file and prove a claim or claims for the whole amount of principal
and interest, if any, owing and unpaid in respect of the Securities of such
series, and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee and of the Securityholders allowed in such judicial
proceedings relating to the Issuer or any other obligor on the Securities of
such series, its or their creditors, or its or their property, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses, and any receiver, assignee or trustee or similar official in
bankruptcy or reorganization is hereby authorized by each of the Securityholders
to make such payments to the Trustee, and, if the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
any amount due it for compensation and expenses, including counsel fees incurred
by it up to the date of such distribution. To the extent that such payment of
reasonable compensation, expenses and counsel fees out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
moneys, securities and other property which the Holders of the Securities of
such series may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suits or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall be for the ratable benefit of the Holders of
the Securities of the series in respect of which such judgment has been
recovered.

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SECTION 5.3 Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 5.2 with respect to
Securities of any series then Outstanding shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities of such series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

SECOND: If the principal of the Outstanding Securities of such
series shall not have become due and be unpaid, to the payment of
interest, if any, on the Securities of such series, in the order of
the maturity of the installments of such interest, if any, with
interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest, if any, at the
rate borne by the Securities of such series, such payment to be made
ratably to the Persons entitled thereto;

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

FOURTH: To the payment of any surplus then remaining to the
Issuer, its successors or assigns, or to whomsoever may be lawfully
entitled to receive the same.

No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to which
it relates, or which in any manner shall have been kept alive after maturity by
an extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the
consent or approval of the Issuer shall be entitled, in case of a default
hereunder, to any benefit of this Indenture, except after prior payment in full
of the principal of all Securities of any series then Outstanding and of all
claims for interest not so transferred, pledged, kept alive, extended,
purchased or funded.

SECTION 5.4 Proceedings by Securityholders. No Holder of any
Securities of any series then Outstanding shall have any right by virtue of or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or the Securities or for the appointment of a receiver or trustee or similar
official, or for any other remedy hereunder or thereunder, unless such holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless the Holders of not
less than 25 percent in aggregate principal amount of the Securities of such
series then Outstanding shall have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of

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<PAGE> 33
indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by the Holder of every Security of such series with every other taker and
Holder and the Trustee, that no one or more Holders of Securities of such
series shall have any right in any manner whatever by virtue of or by availing
of any provision of this Indenture or of the Securities to affect, disturb or
prejudice the rights of any other Holder of such Securities of such series, or
to obtain or seek to obtain priority over or preference as to any other such
Holder, or to enforce any right under this Indenture or the Securities, except
in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities of such series.

Notwithstanding any other provisions in this Indenture, but subject to
Article XIV, the right of any Holder of any Security to receive payment of the
principal of and interest, if any, on such Security, on or after the respective
due dates expressed in such Security, or, if applicable, to convert such
Security as provided in Article XIII, or to institute suit for the enforcement
of any such payment on or after such respective dates or for the enforcement of
any such right to convert shall not be impaired or affected without the consent
of such Holder.

SECTION 5.6 Remedies Cumulative and Continuing. All powers and
remedies given by this Article V to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any thereof or of any other powers and remedies available to the Trustee or
the Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

SECTION 5.7 Direction of Proceedings; Waiver of Defaults by
Majority of Securityholders. The Holders of a majority in aggregate principal
amount of the Securities of any series then Outstanding 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 Securities of such series; provided, however, that
(subject to the provisions of Section 6.1) the Trustee shall have the right to
decline to follow any such direction if the Trustee shall determine upon advice
of counsel that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, its executive
committee, or a trust committee of directors or Responsible Officers or both
shall determine that the action or proceeding so directed would involve the
Trustee in personal liability. The Holders of a majority in aggregate
principal amount of the Securities of any series then Outstanding may on behalf
of the Holders of all of the Securities of such series waive any past default
or Event of Default hereunder and its consequences except a default in the
payment of interest, if any, on, or the principal of, the Securities of such
series. The provisions of Section 316(a)(1)(B) of the Trust Indenture Act of
1939 are expressly excluded herefrom. Upon any such waiver the Issuer, the
Trustee and the Holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default

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<PAGE> 34
or Event of Default or impair any right consequent thereon. Whenever any
default or Event or Default hereunder shall have been waived as permitted by
this Section 5.7, said default or Event of Default shall for all purposes of
the Securities and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 5.8 Notice of Defaults. The Trustee shall, within 90
days after the occurrence of a default, with respect to Securities of any
series then Outstanding, mail to all Holders of Securities of such series, as
the names and the addresses of such Holders appear upon the Security register,
notice of all defaults known to the Trustee with respect to such series, unless
such defaults shall have been cured before the giving of such notice (the term
"defaults" for the purpose of this Section 5.8 being hereby defined to be the
events specified in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of
Sections 5.1, not including periods of grace, if any, provided for therein and
irrespective of the giving of the written notice specified in said clause (d)
or (g) but in the case of any default of the character specified in said clause
(d) or (g) no such notice to Securityholders shall be given until at least 60
days after the giving of written notice thereof to the Issuer pursuant to said
clause (d) or (g), as the case may be); provided, however, that, except in the
case of default in the payment of the principal of or interest, if any, on any
of the Securities, or in the payment or satisfaction of any sinking fund or
other purchase obligation, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or Responsible Officers or both of the Trustee in
good faith determine that the withholding of such notice is in the best
interests of the Securityholders.

SECTION 5.9 Undertaking to Pay 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 an undertaking to pay
the cost 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 5.9 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder or group of Securityholders, holding in the
aggregate more than ten percent in principal amount of the Securities of any
series then Outstanding, or to any suit instituted by any Securityholders for
the enforcement of the payment of the principal of, or interest, if any, on any
Security against the Issuer on or after the due date expressed in such Security
or for the enforcement of the right to convert any Security in accordance with
Article XIII. The provisions of Section 315(e) of the Trust Indenture Act of
1939 are expressly excluded herefrom.

SECTION 5.10 Trustee May Enforce Claim Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceedings 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 in respect of which
such judgment has been recovered.

SECTION 5.11 Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer (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.

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ARTICLE VI
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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

None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

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SECTION 6.2 Certain Rights of the Trustee. Subject to Section
6.1:

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

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

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

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<PAGE> 37
of the Securities or of any prospectus used to sell the Securities. The
Trustee shall not be accountable for the use or application by the Issuer of
any of the Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities; Collections,
Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not the Trustee or such agent and, subject
to Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.

SECTION 6.6 Compensation and Indemnification of Trustee and its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursements or advance as may arise from its
negligence or bad faith. The Issuer also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim or
liability in the premises. The obligations of the Issuer under this Section
6.6 to compensate and indemnify the Trustee and each predecessor Trustee and to
pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder,
shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee and shall not be subordinate to the
payment of the Senior Indebtedness pursuant to Article XIV. Such additional
indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities, and the
Securities are hereby subordinated to such senior claim. When the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1 or in connection with Article V hereof, the expenses
(including the reasonable fees and expenses of its counsel) and the
compensation for the services in connection therewith are intended to
constitute expenses of administration under any bankruptcy law.

SECTION 6.7 Right of Trustee to Rely on Officer's Certificate,
Etc. Subject to Section 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer's Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith hereof.

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SECTION 6.8 Qualification of Trustee; Conflicting Interests.

(a) If the Trustee has or shall acquire any conflicting
interest (as defined in subsection (c)), then within 90 days after
ascertaining that it has such conflicting interest, and if the default
(as defined in subsection (c)) to which such conflicting interest
relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either
eliminate such conflicting interest or, except as otherwise provided
below, resign, and the Issuer shall take prompt steps to have a
successor appointed in the manner provided in Section 6.10.

(b) If the Trustee shall fail to comply with the
provisions of subsection (a), the Trustee shall, within 10 days after
the expiration of such 90-day period, transmit notice of such failure
to the Securityholders in the manner and to the extent provided in
Section 4.4 and, subject to the provisions of Section 5.9, unless the
Trustee's duty to resign is stayed as provided below, any
Securityholder who has been a bona fide holder of Securities for at
least six months may, on behalf of himself and all other similarly
situated, petition any court of competent jurisdiction for the removal
of the Trustee, and the appointment of a successor, if the Trustee
fails, after written request thereof by such Securityholder, to comply
with the provisions of subsection (a).

(i) the default under this Indenture may be cured
or waived during a reasonable period and under the procedures
described in such application, and

(ii) a stay of the Trustee's duty to resign will
not be inconsistent with the interests of Holders of the
Securities.

(c) For the purposes of this Section 6.8, the Trustee
shall be deemed to have a conflicting interest with respect to
Securities of any series if the Securities of such series are in
default (as determined in accordance with the provisions of Section
5.1, but exclusive of any period of grace or requirement of notice)
and

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differences exist between the provisions of this Indenture with
respect to Securities of such series and one or more other
series, or the provisions of this Indenture and the provisions
of such other indenture or indentures which are so likely to
involve a material conflict of interest as to make it necessary
in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under this Indenture
with respect to Securities to such series and such other series
or under this Indenture or such other indenture or indentures,
or (y) the Issuer shall have sustained the burden of proving,
on application to the Commission and after opportunity for
hearing thereon, that trusteeship under this Indenture with
respect to Securities of such series and such other series, or
under this Indenture and such other indenture or indentures is
not so likely to involve a material conflict of interest as to
make it necessary in the public interest or for the protection
of investors to disqualify the Trustee from acting as such
under this Indenture with respect to Securities of such series
and such other series, or under this Indenture and such other
indentures;

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

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

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

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

(vi) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which is in
default, (x) 5% or more of the voting securities or 10% or
more of any other class of security of the Issuer, not
including the Securities issued under this Indenture and
securities issued under any other indenture under which the
Trustee is also trustee, or (y) 10% or more of any class of
security of an underwriter for the Issuer;

(vii) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which is in
default, 5% or more of the voting securities of any person
who, to the knowledge of the Trustee, owns 10% or more of the
voting securities of, or controls directly or indirectly or is
under direct or indirect common control with, the Issuer;

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(viii) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which is in
default, 10% or more of any class of security of any person
who, to the knowledge of the Trustee, owns 50% or more of the
voting securities of the Issuer;

(ix) the Trustee owns on the date of default (as
determined in accordance with the provisions of Section 5.1,
but exclusive of any period of grace or requirement of notice)
or on any anniversary of such default while such default
remains outstanding, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian,
committee or conservator, or in any other similar capacity, an
aggregate of 25% or more of the voting securities, or of any
class of security, of any person, the beneficial ownership of a
specified percentage of which would have constituted a
conflicting interest under paragraphs (vi), (vii) or (viii) of
this subsection. As to any such securities of which the
Trustee acquired ownership through becoming executor,
administrator, or testamentary trustee of an estate which
included them, the provisions of the preceding sentence shall
not apply, for a period of two years from the date of such
acquisition, to the extent that such securities included in
such estate do not exceed 25% of such voting securities or 25%
of any such class of security. Promptly after the dates of any
such default and annually in each succeeding year that the
Securities remain in default, the Trustee shall make a check
of its holdings of such securities in any of the
above-mentioned capacities as of such dates. If the Issuer
fails to make payment in full of principal of or interest on
any of the Securities when and as the same becomes due and
payable, and such failure continues for 30 days thereafter,
the Trustee shall make a prompt check of its holdings of such
Securities in any of the above-mentioned capacities as of the
date of the expiration of such 30-day period, and after such
date, notwithstanding the foregoing provisions of this
paragraph, all such Securities so held by the Trustee, with
sole or joint control over such Securities vested in it,
shall, but only so long as such failure shall continue, be
considered as though beneficially owned by the Trustee for the
purposes of paragraphs (vi), (vii) and (viii) of this
subsection; or

(x) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 6.13(b), the
Trustee shall be or shall become a creditor of the Issuer.

For purposes of subsection (c)(i), the term "series of securities" or
"series" means a series, class or group of securities issuable under an
indenture pursuant to whose terms holders of one such series may vote to direct
the Trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another such series; provided, that "series of
securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

For the purposes of subsections (c)(vi), (vii), (viii) and (ix) of
this Section 6.8, only,

(i) the terms "security" and "securities" shall
include only such securities as are generally known as
corporate securities, but shall not include any note or other
evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust
companies, or banking firms, or any certificate of interest or
participation in any such note or evidence of indebtedness;

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(ii) an obligation shall be deemed to be in
default when a default in payment of principal shall have
continued for 30 days or more and shall not have been cured;
and

(iii) the Trustee shall not be deemed to be the
owner or holder of (x) any security which it holds as
collateral security, as trustee or otherwise, for an
obligation which is not in default as defined in clause (ii)
above, or (y) any Security which it holds as collateral
security under this Indenture, irrespective of any default
hereunder, or (z) any security which it holds as agent for
collection, or as custodian, escrow agent, or depositary, or
in any similar representative capacity.

Except as provided above, the word "security" or "securities" as used
in this Section 6.8 shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant to right to subscribe to or purchase, any of the foregoing.

(d) For purposes of this Section 6.8:

(i) the term "underwriter" when used with
reference to the Issuer shall mean every person who, within a
one year period prior to the time as of which the
determination is made, was an underwriter of any security of
the Issuer outstanding at the time of the determination;

(ii) the term "director" shall mean any director
of a corporation or any individual performing similar
functions with respect to any organization whether
incorporated or unincorporated;

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

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

(v) the term "Issuer" shall mean any obligor upon
the Securities; and

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

(e) The percentage of voting securities and other securities
specified in this Section 6.8 shall be calculated in accordance with
the following provisions:

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(i) a specified percentage of the voting
securities of the Trustee, the Issuer or any other person
referred to in this Section 6.8 (each of whom is referred to
in this Section 6.8 (each of whom is referred to as a "person"
in this paragraph) means such amount of the outstanding voting
securities of such person as entitles the holder or holders
thereof to cast such specified percentage of the aggregate
votes which the holders of all the outstanding voting
securities of such person are entitled to cast in the
direction or management of the affairs of such person;

(ii) a specified percentage of a class of
securities of a person means such percentage amount of
securities of the class outstanding;

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

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

(A) securities of an issuer held in a
sinking fund relating to securities of the issuer of
the same class;

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

(C) securities pledged by the issuer
thereof as security for an obligation of the issuer
not in default as to principal or interest or
otherwise; and

(D) securities held in escrow if placed
in escrow by the issuer thereof;

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

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

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its combined capital and surplus as set forth in its most recent report of
condition so published. No obligor upon the Securities or any Affiliates of
such obligor shall serve as Trustee upon the Securities. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section 6.9, the Trustee shall resign immediately in the manner and with
the effect specified in Section 6.10.

SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee.

(a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all
series of Securities by giving written notice of resignation to the
Issuer and by mailing notice of such resignation to the Holders of
then Outstanding Securities of each series affected at their addresses
as they shall appear on the registry books. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee
or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees.
If no successor trustee shall have been so appointed with respect to
any series and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Securityholder who has been a bona fide
Holder of a Security or Securities of the applicable series for at
least six months may, subject to the provisions of Section 5.9, on
behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

(i) the Trustee shall fail to comply with the
provisions of Section 6.8 with respect to any series of
Securities after written request therefor by the Issuer or by
any Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six months;
or

(ii) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.9 and shall fail
to resign after written request therefor by the Issuer or by
any such Securityholder; or

(iii) the Trustee shall become incapable of acting
with respect to any series of Securities, or shall be adjudged
a bankrupt or insolvent, or a receiver or liquidator of the
Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with
respect to the applicable series of Securities and appoint a
successor trustee for such series by written instrument, in
duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to
the provisions of Section 5.9, any Securityholder who has been
a bona fide Holder of a Security or Securities of such series
for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment
of a successor trustee with respect to such series. Such court
may thereupon, after such notice, if any, as it may deem proper
and prescribe, remove the Trustee and appoint a successor
trustee.

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(c) The Holders of a majority in aggregate principal
amount of the Securities of each series then Outstanding may
at any time remove the Trustee with respect to Securities of
such series and appoint a successor trustee with respect to
the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the
Issuer the evidence provided for in Section 7.1 of the action
in that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee with
respect to any series and any appointment of a successor trustee with
respect to such series pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by
the successor trustee as provided in Section 6.11.

SECTION 6.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

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SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. 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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 6.8 and eligible
under the provisions of Section 6.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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

SECTION 6.13 Preferential Collection of Claims against the Issuer.

(a) Subject to the provisions of this Section, if the
Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Issuer within three months prior to a
default, as defined in subsection (c) of this Section 6.13, or
subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of
the Securities and the holders of other indenture securities (as
defined in this Section 6.13);

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

(2) all property received by the Trustee in
respect of any claim as such creditor, either as security
therefor, or in satisfaction or composition thereof, or
otherwise, after the beginning of such three month period, or
an amount equal to the proceeds of any such property, if
disposed of, subject, however, to the rights, if any, of the
Issuer and its other creditors in such property or proceeds.

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

(A) to retain for its own account (i)
payments made on account of any such claim by any Person (other
than the Issuer) who is liable thereon, (ii) the proceeds of
the bona fide sale of any such claim by the Trustee to a third
Person, and (iii) distributions made in cash, securities or
other property in respect of claims filed against the Issuer
in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Code or applicable
state law;

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

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

(D) to receive payment on any claim
referred to in paragraph (B) or (C), against the release of
any property held as security for such claim as provided in
such paragraph (B) or (C), as the case may be, to the extent
of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the propose of repaying or refunding
any pre- existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, such Securityholders and the
holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Issuer in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Bankruptcy Code or applicable state law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Issuer of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, such Securityholders and the holders of other indenture
securities dividends on claims filed against the Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Bankruptcy
Code or applicable state law, but after crediting thereon receipt on account of
the indebtedness represented by their respective claims from all sources other
than from such dividends and from the funds and property so held in such
special account. As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Code or applicable state law, whether such distribution is made in
cash, securities or other property, but shall not include any such distribution
with respect to the secured portion, if any, of such claim. The court in which
such bankruptcy, receivership or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the Trustee, such Securityholders
and the holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and the proceeds thereof, or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee,
such Securityholders and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

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Any Trustee who has resigned or been removed after the beginning of
such three month period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three month period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

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

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

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

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

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

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

(4) an indebtedness created as a result
of services rendered or premises rented or an
indebtedness created as a result of goods or
securities sold in a cash transaction as defined in
subsection (c)(2) of this Section 6.13;

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

(6) the acquisition, ownership,
acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall
within the classification of self liquidating paper
as defined in subsection (c)(3) of this Section 6.13.

(1) the term "default" shall mean any
failure to make payment in full of the principal of
or interest on any of the Securities when and as such
principal or interest becomes due and payable;

(2) the term "cash transaction" shall
mean any transaction in which full payment for goods
or securities sold is made within seven days after
delivery of the

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goods or securities in currency or in checks or other
orders drawn upon banks or bankers and payable upon
demand;

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

(4) the term "Issuer" shall mean any
obligor upon the Securities.

SECTION 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is
made in this Indenture to the authentication and delivery of Securities of any
series by the Trustee or to 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 for such series and a certificate of
authentication executed on behalf of the Trustee by such authenticating Agent.
Such authenticating Agent shall at all times be a corporation organized and
doing business under the laws the United States of America or of any state or
the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,00,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the Trustee and to the
Issuer. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Issuer.

Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Issuer agrees
to pay to the Authenticating Agent for such series from time to time

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reasonable compensation. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it as
such at the direction of the Trustee.

Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

ARTICLE VII
CONCERNING THE SECURITYHOLDERS

(a) The fact and date of the execution by any
Holder of any instrument may be proved by the certificate of any
notary public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the person executing
such instruments acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such
notary or other such officer. Where such execution is by or on behalf
of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of
the person executing the same.

(b) The ownership of Securities shall be proved
by the Security register or by a certificate of the Security
registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuer,
the Trustee and any agent of the Issuer or the Trustee may deem and treat the
Person in whose name any Security shall be registered upon the Security register
for such series as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of or on account of the
principal of and, subject to the provisions of this Indenture, interest, if any,
on such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

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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 Issuer or any other obligor
upon the Securities or any Affiliate of the Issuer or any other obligor on the
Securities. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purposes of any such
determination.

SECTION 7.5 Right of Revocation of Action Taken. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action, any Holder
of a Security the serial number of which is shown by the evidence to be
included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article VII, revoke such
action so far as concerns such Security, provided that such revocation shall
not become effective until three business days after such filing. Except as
aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon any such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.

SECTION 7.6 Record Date for Consents and Waiver. The
Issuer may, but shall not be obligated to, direct the Trustee to establish a
record date for the purpose of determining the Persons entitled to (i) waive
any past default with respect to the Securities of such series in accordance
with Section 5.7 of this Indenture, (ii) consent to any supplemental indenture
in accordance with Section 8.2 of this Indenture, or (iii) waive compliance
with any term, condition or provision of any covenant hereunder. If a record
date is fixed, the Holders on such record date, or their duly designated
proxies, and any such Persons, shall be entitled to waive any such past
default, consent to any such supplemental indenture or waive compliance with
any such term, condition or provision, whether or not such Holder remains a
Holder after such record date; provided, however, that unless such waiver or
consent is obtained from the Holders, or duly designated proxies, of the
requisite principal amount of Outstanding Securities of such series prior to
the date which is the 180th day after such record date, any such waiver or
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

ARTICLE VIII
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures without Consent of
Securityholders. The Issuer, when authorized by a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of
1939 as in force at the date of the execution thereof) for one or more of the
following purposes:

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

(b) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as the Issuer and
the Trustee shall consider to be for the protection of the Holders of
all or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the protection of less than all
series of Securities, stating that the same are expressly being
included solely for the protection of such series), and to make the
occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an
Event of Default permitting the enforcement of all or any of the
several remedies provided, in this Indenture as herein set forth;
provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may
provide for a particular period of grace after default (which period
may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such an
Event of Default or may limit the remedies available to the Trustee
upon such an Event of Default or may limit the right of the Holders of
a majority in aggregate principal amount of the Securities of such
series to waive such an Event of Default;

(c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make any other provisions as
to the Issuer may deem necessary or desirable, provided that no such
action shall adversely affect the interests of the Holders of the
Securities;

(d) to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 2.3 and to provide for
adjustment of conversion rights pursuant to Section 13.5; and

(e) to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Section 6.11.

SECTION 8.2 Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Article VII) of the
Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding of any series affected by such supplemental
indenture, the Issuer, when authorized by a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any

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manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of such series; provided, that no such supplemental indenture
shall (a) extend the final maturity of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest,
if any, thereon (or, in the case of an Original Issue Discount Security, reduce
the rate of accrual of original issue discount thereon), or reduce or alter the
method of computation of any amount payable on redemption, repayment or
purchase by the Company thereof (or the time at which any such redemption,
repayment or purchase may be made), or make the principal thereof (including
any amount in respect of original issue discount), or interest, if any, thereon
payable in any coin or currency other than that provided in the Securities or
in accordance with the terms of the Securities, or reduce the portion of the
principal amount of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof pursuant to Section 5.1 or
the amount thereof provable in bankruptcy pursuant to Section 5.2, or impair or
affect the right of any Securityholder to institute suit for the payment or
conversion thereof or materially and adversely affect the right to convert the
Securities in accordance herewith or, if the Securities provide therefor, any
right of repayment or purchase at the option of the Securityholder, in each
case without the consent of the Holder of each Security so affected, or change,
amend or modify the subordination provisions of Article XIV of this Indenture
or Section 3.9 of this Indenture or any of the definitions used in such Article
XIV or Section 3.9 or consent to the departure from any of the terms of such
Article XIV or Section 3.9, in each case in any manner that would adversely
affect the Holders of any Securities of any series issued under this Indenture
or (b) reduce the aforesaid percentage of Securities of any series, the consent
of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of each Security so affected. No consent of
any Holder of any Security shall be necessary under this Section 8.2 to permit
the Trustee and the Issuer to execute supplemental indentures pursuant to
Sections 8.1, 9.2 and 13.5.

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby, by mailing a notice thereof by first-class
mail to such Holders at their addresses as they shall appear on the Security
register. Any failure of the Issuer to give such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

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SECTION 8.3 Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes and every Holder of Securities of each series affected thereby
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

SECTION 8.4 Documents to be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, shall be entitled to receive
an Officer's Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this Article VIII complies with
the applicable provisions of this Indenture.

SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article VIII may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to
any action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

SECTION 8.6 Subordination Unimpaired. This Indenture may not be
amended to alter the subordination of any Outstanding Securities without the
written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.

ARTICLE IX
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE
OR OTHER DISPOSITION

SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms.
Subject to the provisions of Section 9.2, nothing contained in this Indenture or
in any of the Securities shall prevent any consolidation or merger of the Issuer
with or into any other corporation or corporations (whether or not affiliated
with the Issuer), or successive consolidations or mergers in which the Issuer or
its successor or successors shall be a party or parties, or shall prevent any
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Issuer to any other corporation (whether or not
affiliated with the Issuer) authorized to acquire and operate the same;
provided, however, and the Issuer hereby covenants and agrees, that any such
consolidation, merger, sale, lease, exchange or other disposition shall be upon
the conditions that (a) immediately after such consolidation, merger, sale,
lease, exchange or other disposition the corporation (whether the Issuer or such
other corporation) formed by or surviving any such consolidation or merger, or
to which such sale, lease, exchange or other disposition shall have been made,
shall not be in default in the performance or observance of any of the terms,
covenants and conditions of this Indenture to be kept or performed by the
Issuer; (b) the corporation (if other than the Issuer) formed by or surviving
any such consolidation or merger, or to which such sale, lease, exchange or
other disposition shall have been made, shall be a corporation organized under
the laws of the United States of America, any state thereof or the District of
Columbia; and (c) the due and punctual payment of the principal of and interest,
if any, on all 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 Issuer, shall be expressly assumed and the
conversion

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rights, if any, shall be provided for in accordance with this Indenture, by
supplemental indenture satisfactory in form to the Trustee executed and
delivered to the Trustee, by the corporation (if other than the Issuer) formed
by such consolidation, or into which the Issuer shall have been merged, or by
the corporation which shall have acquired or leased such property.

SECTION 9.2 Successor Corporation to be Substituted. In case of
any such consolidation, merger, sale, lease, exchange or other disposition and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and interest, if any, on all
of the Securities and the due and punctual performance of all of the covenants
and conditions of this Indenture to be performed by the Issuer, such successor
corporation shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named herein as the party of the first part, and the
Issuer (including any intervening successor to the Issuer which shall have
become the obligor hereunder) shall be relieved of any further obligation under
this Indenture and the Securities; provided, however, that in the case of a
lease of the property and assets of the Issuer (including any such intervening
successor), the Issuer (including any such intervening successor) shall continue
to be liable on its obligations under this Indenture and the Securities to the
extent, but only to the extent, of liability to pay the principal of and
interest, if any, on the Securities at the time, places and rate prescribed in
this Indenture and the Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Issuer, any and all of the Securities issuable hereunder which theretofore shall
not have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor corporation instead of the Issuer 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 Issuer to the Trustee for
authentication, and any Securities which such successor corporation 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 9.3 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, may receive an Officer's Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition and any such assumption and any such
provision for conversion rights comply with the provisions of this Article IX.

ARTICLE X
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

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satisfaction and discharge contemplated by this provision have been complied
with, and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction and discharging this Indenture.
The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred, and to compensate the Trustee for any
services thereafter reasonably and properly rendered, by the Trustee in
connection with this Indenture or the Securities.

(B) If at any time (a) the Issuer shall have paid or caused to
be paid the principal of and interest, if any, on all the Securities of any
series Outstanding (other than Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Issuer shall have delivered to the Trustee for cancellation all Securities of
any series theretofore authenticated (other than any Securities of such series
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.9), or (c) in the case of any series of Securities
with respect to which the exact amount described in clause (ii) below can be
determined at the time of making the deposit referred to in such clause (ii),
(i) all the Securities of such series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and (ii) the Issuer shall have irrevocably deposited
or caused to be deposited with the Trustee as funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
Securities of such series, cash in an amount (other than moneys repaid by the
Trustee or any Paying Agent to the Issuer in accordance with Section 10.4) or
direct obligations of the United States of America, backed by its full faith
and credit ("U.S. Government Obligations"), maturing as to principal and
interest, if any, at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (A) the
principal of and interest, if any, on all Securities of such series on each
date that such principal or interest, if any, is due and payable, and (B) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such series; then the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such series on the date of the
deposit referred to in clause (ii) above and the provisions of this Indenture
with respect to the Securities of such series shall no longer be in effect
(except, in the case of clause (c) of this Section 10.1(B), as to (i) rights of
registration of transfer and exchange of Securities of such series, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities of
such series, (iii) rights of Holders of Securities of such series to receive
payments of principal thereof and interest, if any, thereon upon the original
stated due dates therefor (but not upon acceleration), and remaining rights of
the Holders of Securities of such series to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, (v) the rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, (vi) the obligations of the Issuer under
Section 3.3 with respect to Securities of such series and (vii) the obligations
of the Issuer under Article XIII) and the Trustee, on demand of the Issuer
accompanied by an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent contemplated by this provision have been complied
with, and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging the same.

(C) The following provisions shall apply to the Securities of
each series (other than Securities that are convertible into Common Stock)
unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In addition to discharge of this Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities with respect to which the
exact amount described in subparagraph (a) below can be determined at the time
of making the deposit referred to in such subparagraph (a), the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such a series on the 91st day after the date of the deposit referred to in
subparagraph (a) below, and the provisions of this Indenture with respect to the
Securities of such series shall

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no longer be in effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities of such series, (iii) rights of Holders of
Securities of such series to receive payments of principal thereof and
interest, if any, thereon upon the original stated due dates therefor (but not
upon acceleration), and remaining rights of the Holders of Securities of such
series to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of
the Holders of Securities of such series as beneficiaries hereof with respect
to the property so deposited with the Trustee payable to all or any of them,
(vi) the obligations of the Issuer under Section 3.3 with respect to Securities
of such series and (vii) the obligations of the Issuer under Article XIII) and
the Trustee, on demand of the Issuer accompanied by an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent
contemplated by this provision have been complied with, and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging the same,
if

(b) such deposit will not result in a breach or violation
of, or constitute a default under, any agreement or instrument to
which the Issuer is a party or by which it is bound; and

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under the provisions of this Indenture with respect to such series of
Securities shall, upon demand of the Issuer, be repaid to it or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or
any Paying Agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, if any, shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such Paying Agent, and the Holder of the Securities of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of the
Trustee or any Paying Agent with respect to such moneys shall thereupon cease.

ARTICLE XI
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or
upon any obligation, covenant or agreement contained in this Indenture, or in
any Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer, or any partner of the
Issuer or of any successor, either directly or through the Issuer 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 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Senior Indebtedness and of Securities. Nothing in this
Indenture or in the Securities, expressed or implied, shall give or be
construed to give to any Person, other than the parties hereto and their
successors and the holders of Senior Indebtedness and the Holders of the
Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their
successors, the holders of the Senior Indebtedness and the Holders of the
Securities.

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Secretary. Any notice, direction, request or demand by the Issuer or any
Holder of Securities to or upon the Trustee shall be deemed to have been
sufficiently given or served by being deposited postage prepaid, first-class
mail (except as otherwise specifically provided herein) addressed (until
another address of the Trustee is filed by the Trustee with the Issuer) to
Chase Bank of Texas, National Association, 600 Travis, 11th Floor, Houston,
Texas 77002, Attention: Vice President, Corporate Trust Department.

In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail any notice when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be sufficient notice.

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

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of principal of or interest, if any, on the Securities of
any series or the date fixed for redemption, purchase or repayment of any such
Security or the last date for conversion of any Security shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest, if any, or principal need not be made on such
date and such conversion need not be made by such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, purchase or repayment or the
last date of such conversion, and, in the case of payment, no interest shall
accrue for the period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included herein by any of Sections 310
to 317, inclusive, or is deemed applicable to this Indenture by virtue of the
provisions of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 11.8 Governing Law. THIS INDENTURE AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF TEXAS, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE OR APPLICABLE FEDERAL LAW.

SECTION 11.10 Effect of Headings. The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

SECTION 11.11 Separability Clause. In case any provision of this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

ARTICLE XII
REDEMPTION OF SECURITIES AND SINKING FUNDS

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mailing notice of such redemption by first-class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption
to such Holders of Securities of such series at their last addresses as they
shall appear upon the registry books. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest, if any, (or, in the
case of Original Issue Discount Securities, original issue discount) accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest, if any, thereon or on the portions thereof to
be redeemed (or, in the case of Original Issue Discount Securities, original
issue discount) will cease to accrue and, if applicable, shall also specify the
Conversion Price then in effect and the date on which the right to convert such
Securities or the portions thereof to be redeemed will expire. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon surrender of
such Security, a new Security or Securities of such series in principal amount
equal to the unredeemed portion thereof will be issued.

On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the
Trustee or with one or more Paying Agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.5) an amount of money sufficient to redeem on the redemption date all the
Outstanding Securities of such series so called for redemption (other than
those theretofore surrendered for conversion into Common Stock and deemed not
to be Outstanding hereunder) at the appropriate redemption price, together with
accrued interest, if any, to the date fixed for redemption on all the
Outstanding Securities of such series so called for redemption (other than
those theretofore surrendered for conversion into Common Stock and deemed not
to be Outstanding hereunder). If any Security called for redemption is
converted pursuant hereto, any moneys deposited with the Trustee or any Paying
Agent or so segregated and held in trust for the redemption of such Security
shall be paid to the Issuer upon the Issuer's request, or, if then held by the
Issuer, shall be discharged from such trust. The Issuer will deliver to the
Trustee at least 30 days prior to the date fixed for redemption (unless a
shorter notice shall be satisfactory to the Trustee) an Officer's Certificate
stating the aggregate principal amount of Securities to be redeemed. In case
of a redemption at the election of the Issuer prior to the expiration of any
restriction on such redemption, the Issuer shall deliver to the Trustee, prior
to the giving of any notice of redemption to Holders pursuant to this Section
12.2, an Officer's Certificate stating that such restriction has been complied
with.

If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part
in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities of any series shall relate, in the case of any
Security

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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. If any Security selected
for partial redemption is surrendered for conversion after such selection, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Upon any redemption of less than all the
Securities of a series, for purposes of selection for redemption the Issuer and
the Trustee may treat as Outstanding Securities surrendered for conversion
during the period of 15 days next preceding the mailing of a notice of
redemption, and need not treat as Outstanding any Security authenticated and
delivered during such period in exchange for the unconverted portion of any
Security converted in part during such period.

SECTION 12.3 Payments of Securities Called for Redemption. If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest, if
any, accrued to said date) interest (or, in the case of Original Issue Discount
Securities, original issue discount) on the Securities or portions of
Securities so called for redemption shall cease to accrue, and such Securities
shall cease from and after the date fixed for redemption (unless an earlier
date shall be specified in a Board Resolution, Officer's Certificate or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the form and terms of the Securities of such series were
established) to be convertible into Common Stock, and, except as provided in
Sections 6.5 and 10.4, to be entitled to any other benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of
such Securities at a place of payment specified in said notice, said Securities
or the specified portions thereof shall be paid and redeemed by the Issuer at
the applicable redemption price, together with interest, if any, accrued
thereon to the date fixed for redemption; provided that payment of interest, if
any, becoming due on or prior to the date fixed for redemption shall be payable
to the Holders of Securities registered as such on the relevant record date
subject to the terms and provisions of Sections 2.3 and 2.7 hereof.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or
duly provided for, bear interest from the date fixed for redemption at the rate
of interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security, and such Security shall remain convertible
into Common Stock until the redemption price of such Security (together with
such interest thereon) shall have been paid or duly provided for.

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Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for Securities (not
previously so credited) converted into Common Stock and so delivered to the
Trustee for cancellation, (c) receive credit for optional sinking fund payments
(not previously so credited) made pursuant to this Section 12.5, or (d) receive
credit for Securities of such series (not previously so credited) redeemed by
the Issuer through any optional redemption provision contained in the terms of
such series. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such
Securities.

(b) stating that none of the Securities of such series to
be so credited has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect
to such series have occurred (which have not been waived or cured or
otherwise ceased to exist) and are continuing, and (d) stating whether
or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the
Issuer intends to pay on or before the next succeeding sinking fund
payment date. Any Securities of such series to be credited and
required to be delivered to the Trustee in order for the Issuer to be
entitled to credit therefor as aforesaid which have not theretofore
been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's
Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officer's Certificate shall be irrevocable and upon
its receipt by the Trustee the Issuer shall become unconditionally
obligated to make all the cash payments or payments therein referred
to, if any, on or before the next succeeding sinking fund payment
date. Failure of the Issuer, on or before any such 60th day, to
deliver such Officer's Certificate and Securities (subject to the
parenthetical clause in the second preceding sentence) specified in
this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the
Issuer (i) that the mandatory sinking fund payment for such series due
on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of
such series in respect thereof, and (ii) that the Issuer will make no
optional sinking fund payment with respect to such series as provided
in this Section 12.5.

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in writing by the Issuer) inform the Issuer of the serial numbers of the
Securities of such series (or portions thereof) so selected. The Trustee, in
the name and at the expense of the Issuer (or the Issuer, if it shall so
request the Trustee in writing) shall cause notice of redemption of the
Securities of such series to be given in substantially the manner provided in
Section 12.2 (and with the effect provided in Section 12.3) for the redemption
of Securities of such series in part at the option of the Issuer. The amount
of any sinking fund payments not so applied or allocated to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
for such series and, together with such payment, shall be applied in accordance
with the provisions of this Section 12.5. Any and all sinking fund moneys held
on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment
or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of and interest, if any, on, the Securities of such
series at maturity.

On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest,
if any, accrued to the date fixed for redemption of Securities to be redeemed
on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default with respect to such series except that, where the giving of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Issuer a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur, and any moneys
thereafter paid into the sinking fund, shall, during the continuance of such
default or Event of Default, be deemed to have been collected under Article V
and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 5.7 or the default cured on or
before the 60th day preceding the sinking fund payment date in any year, such
moneys shall thereafter be applied on the next succeeding sinking fund payment
date in accordance with this Section 12.5 to the redemption of such Securities.

ARTICLE XIII
CONVERSION OF SECURITIES

SECTION 13.1 Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are
convertible into Common Stock or, if so provided in a Board Resolution,
Officer's Certificate or executed supplemental indenture referred to in
Sections 2.1 and 2.3 by or pursuant to which the form and terms of the
Securities of such series were established, cash in lieu thereof, as and to the
extent provided by the terms of the Securities of such series.

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certificate or certificates for shares of Common Stock shall be issued (or to
whom payment in cash in lieu of Common Stock shall be made). Securities
surrendered for conversion shall (if so required by the Issuer or the
Conversion Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Issuer and
the Conversion Agent duly executed by, the Holder or his attorney duly
authorized in writing. As promptly as practicable after the receipt of such
notice and the surrender of such Security as aforesaid, the Issuer shall,
subject to the provisions of Section 13.7, issue and deliver at such office or
agency to such Holder, or on his written order, a certificate or certificates
for the number of all shares of Common Stock issuable on conversion of such
Security in accordance with the provisions of such Security and cash, as
provided in Section 13.3, in respect of any fraction of a share of Common Stock
otherwise issuable upon such conversion or, if so provided in a Board
Resolution, Officer's Certificate or executed supplemental indenture referred
to in Sections 2.1 and 2.3 by or pursuant to which the form and terms of the
Securities of such series were established, cash in lieu of shares of Common
Stock. Such conversion shall be at the Conversion Price in effect, and shall
be deemed to have been effected, immediately prior to the close of business on
the date (herein called the "Date of Conversion") on which such notice in
proper form shall have been received by the Conversion Agent and such Security
shall have been surrendered as aforesaid, and the Person or Persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable, if any, upon such conversion shall be deemed to have become on the
Date of Conversion the holder or holders of record of the shares represented
thereby; provided, however, that any such surrender on any date when the stock
transfer books of the Issuer shall be closed shall constitute the Person or
Persons in whose name or names the certificate or certificates for such shares
are to be issued, if any, as the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on which such
stock transfer books are open but such conversion shall nevertheless be at the
Conversion Price in effect at the close of business on the date when such
Security shall have been so surrendered with the conversion notice in proper
form. In the case of conversion of a portion, but less than all, of a Security,
the Issuer shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Issuer, a Security or Securities in the
aggregate principal amount of the unconverted portion of the Security
surrendered. Except as otherwise expressly provided in this Indenture, no
payment or adjustment shall be made for interest accrued on any Security (or
portion thereof) converted or for dividends or distribution on any Common Stock
issued upon conversion of any Security. The right, if any, of a Holder of any
Security to cause the Issuer to redeem, purchase or repay such Security shall
terminate upon receipt by the Issuer of any notice of conversion of such
Security.

SECTION 13.3 Fractional Interests. No fractions of shares or
scrip representing fractions of shares shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Securities so surrendered. If any fraction of a share
of Common Stock would, except for the provisions of this Section 13.3, be
issuable on the conversion of any Security or Securities, the Issuer shall make
payment in lieu thereof in cash equal to the value of such fraction computed on
the basis of the Last Sale Price of one share of Common Stock on the most
recent Trading Day prior to the Date of Conversion. "Last Sale Price" on any
Trading Day shall mean (i) the closing price regular way (or, if no closing
price is reported the average of the bid and asked prices) as reported on the
New York Stock Exchange Composite Tape, or (ii) if on such Trading Day the
Common Stock is not listed or admitted to trading on such exchange, the closing
price regular way (or, if no closing price is reported the average of the bid
and asked prices) on the principal national securities exchange on which the
Common Stock is listed or admitted to trading, or (iii) if not listed or
admitted to trading on any national securities exchange on such Trading Day,
then the average of the closing bid and asked prices as reported through the
National Association of Securities Dealers, Inc. on its NASDAQ National Market
System or NASDAQ System or a similar organization if NASDAQ is no longer
reporting information, or (iv) if the Common Stock is not listed or admitted to
trading on any national securities exchange or quoted on such National Market
System or NASDAQ System on such Trading Day, then the average of the closing
bid and asked prices in the

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over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Issuer for that purpose or (v) if not quoted
by any such organization on such Trading Day, the fair value of such Common
Stock on such Trading Day, as determined by the Board of Directors. The term
"Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday,
other than any day on which securities are not traded on any of the
above-mentioned exchanges or in such markets.

SECTION 13.4 Adjustment of Conversion Price. The conversion price
or rate (herein called the "Conversion Price") for a series of Securities shall
be as set forth in a Board Resolution, Officer's Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established,
and, except as otherwise provided therein, shall be subject to adjustment from
time to time as follows:

(a) In case the Issuer shall (1) pay a dividend or make a
distribution in shares of Common Stock on the Common Stock, (2)
subdivide its outstanding shares of Common Stock into a greater number
of shares, (3) combine its outstanding shares of Common Stock into a
smaller number of shares, (4) issue by reclassification of its Common
Stock any shares of capital stock of the Issuer or (5) redeem any
Associated Rights, the Conversion Price in effect immediately prior to
such action shall be adjusted so that the Holder of any Security
thereafter surrendered for conversion shall be entitled to receive the
number of shares of Common Stock or other capital stock of the Issuer
which he would have owned immediately following such action had such
Security been converted immediately prior thereto. An adjustment made
pursuant to this subsection (a) shall become effective immediately,
except as provided in subsection (e) below, after the record date in
the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision,
combination or reclassification. If as a result of an adjustment made
pursuant to this subsection (a), the Holder of any Security
thereafter surrendered for conversion shall become entitled to
receive shares of two or more classes of capital stock (including
shares of Common Stock and other capital stock) of the Issuer, the
Board of Directors (whose determination shall be conclusive and shall
be described in a statement filed with the Trustee) shall determine
the allocation of the adjusted Conversion Price between or among
shares of such classes of capital stock or shares of Common Stock and
other capital stock.

(b) In case the Issuer shall issue rights or warrants to
all holders of Common Stock entitling them (for a period not exceeding
45 days from the date of such issuance) to subscribe for or purchase
shares of Common Stock at a price per share less than the current
market price per share (as determined pursuant to subsection (d) below)
of the Common Stock on the record date mentioned below, the Conversion
Price shall be adjusted to a price, computed to the nearest cent, so
that the same shall equal the price determined by multiplying:

(1) the Conversion Price in effect immediately
prior to the date of issuance of such rights or warrants by a
fraction, of which

(2) the numerator shall be (A) the number of
shares of Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such issuance,
plus (B) the number of shares which the aggregate offering
price of the total number of shares so offered for
subscription or purchase would purchase at such current market
price (determined by multiplying such total number of shares
by the exercise price of such rights or warrants and dividing
the product so obtained by such current market price), and of
which

(3) the denominator shall be (A) the number of
shares of Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such

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issuance, plus (B) the number of shares of Common Stock which
are so offered for subscription or purchase.

Such adjustment shall become effective immediately, except as provided
in subsection (e) below, after the record date for the determination of holders
entitled to receive such rights or warrants.

(c) In case the Issuer shall distribute to substantially
all holders of Common Stock, evidences of indebtedness, equity
securities (including equity interests in the Issuer's Subsidiaries)
other than Common Stock, or other assets (other than cash dividends
paid out of surplus of the Issuer), or shall distribute to
substantially all holders of Common Stock rights or warrants to
subscribe for securities (other than those referred to in subsection
(b) above) then in each such case the Conversion Price shall be
adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the
date of such distribution by a fraction of which the numerator shall
be the current market price per share (determined as provided in
subsection (d) below) of the Common Stock on the record date mentioned
below less then fair market value (as determined by the Board of
Directors, whose determination shall, if made in good faith, be
conclusive evidence of such fair market value) of the portion of the
assets so distributed or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator
shall be such current market price per share of the Common Stock.
Such adjustment shall become effective immediately, except as provided
in subsection (e) below, after the record date for the determination
of stockholders entitled to receive such distribution.

(d) For the purpose of any computation under subsections
(b) and (c) above, the current market price per share of Common Stock
on any date shall be deemed to be the average of the Last Sale Prices
for the 30 consecutive Trading Days commencing 45 Trading Days before
the date in question.

(e) In any case in which this Section 13.4 shall require
that an adjustment be made immediately following a record date, the
Issuer may elect to defer the effectiveness of such adjustment (but in
no event until a date later than the effective time of the event giving
rise to such adjustment), in which case the Issuer shall, with respect
to any Security converted after such record date and before such
adjustment shall have become effective, (i) defer paying any cash
payment pursuant to Section 13.3 or issuing to the Holder of such
Security the number of shares of Common Stock and other capital stock
of the Issuer issuable upon such conversion in excess of the number of
shares of Common Stock and other capital stock of the Issuer issuable
thereupon only on the basis of the Conversion Price prior to
adjustment, and (ii) not later than five Business Days after such
adjustment shall have become effective, pay to such Holder the
appropriate cash payment pursuant to Section 13.3 and issue to such
Holder the additional shares of Common Stock and other capital stock of
the Issuer issuable on such conversion.

(f) No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease
of at least 1% of the Conversion Price; provided, that any adjustments
which by reason of this subsection (f) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment and, provided further, that adjustment shall be required
and made in accordance with the provisions of this Article XIII (other
than this subsection (f)) not later than such time as may be required
in order to preserve the tax-free nature of a distribution to the
Holders of Securities or Common Stock. All calculations under this
Article XIII shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

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(g) Whenever the Conversion Price is adjusted as herein
provided, the Issuer shall promptly (i) file with the Trustee and each
Conversion Agent an Officer's Certificate setting forth the Conversion
Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment, which certificate shall be
conclusive evidence of the correctness of such adjustment, and

(ii) mail or cause to be mailed a notice of such
adjustment to each Holder of Securities in the manner provided
in Section 11.4. Anything in this Section 13.4 to the
contrary notwithstanding, the Issuer shall be entitled to make
such reductions in the Conversion Price, in addition to those
required by this Section 13.4, as it in its discretion shall
determine to be advisable in order that any stock dividend,
subdivision of shares, distribution of rights or warrants to
purchase stock or securities, or distribution of other assets
(other than cash dividends) hereafter made by the Issuer to
its stockholders shall not be taxable.

(b) sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Issuer as an
entirety, then the Issuer, or such successor or purchasing
corporation, as the case may be, shall, as a condition precedent to
such consolidation, merger, sale, lease, exchange or other
disposition, execute and deliver to the Trustee a supplemental
indenture (which shall conform to the Trust Indenture Act of 1939 as
in force at the date of the execution thereof) providing that the
Holder of each convertible Security then Outstanding shall have the
right to convert such Security into the kind and amount of shares of
stock and other securities and property (including cash) receivable
upon or in connection with such consolidation, merger, sale, lease,
exchange or other disposition by a holder of the number of shares of
Common Stock issuable upon conversion of such Security immediately
prior to such consolidation, merger, sale, lease, exchange or other
disposition. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable
to the adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article XIII. If,
in the case of any such consolidation, merger, sale, lease, exchange
or other disposition, the stock or other securities and property
(including cash) receivable thereupon or in connection therewith by a
holder of shares of Common Stock includes shares of stock or other
securities and property (including cash) of a corporation other than
the successor or purchasing corporation, as the case may be, in such
consolidation, merger, sale, lease, exchange or other disposition,
then such supplemental indenture shall also be executed by such other
corporation and shall contain such additional provisions to protect
the interests of the Holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the
foregoing. The provisions of this Section 13.5 shall similarly apply
to successive consolidations, mergers, sales, leases, exchanges or
other dispositions.

Notice of the execution of each such supplemental indenture shall be
mailed to each Holder of Securities in the manner provided in Section 11.4.

Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such
consolidation, merger, sale, lease, exchange or other disposition or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Sections 6.1 and 6.2, may accept as conclusive evidence of the correctness of
any such provisions, and shall be protected

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in relying upon, the Officer's Certificate (which the Issuer shall be obligated
to file with the Trustee prior to the execution of any such supplemental
indenture) with respect thereto.

SECTION 13.6 Notice of Certain Events. If:

(a) the Issuer shall declare a dividend (or any other
distribution) payable to the holders of Common Stock otherwise than in
cash; or

(b) the Issuer shall authorize the granting to all
holders of Common Stock of rights to subscribe for or purchase any
shares of stock of any class or of any other rights; or

(c) the Issuer shall authorize any reclassification or
change of the Common Stock (other than a subdivision or combination of
its outstanding shares of Common Stock), or any consolidation or
merger to which the Issuer is a party and for which approval of any
stockholders of the Issuer is required, or the sale, lease, exchange
or other disposition of all or substantially all the property and
assets of the Issuer; or

(d) there shall be authorized or ordered any voluntary or
involuntary dissolution, liquidation or winding-up of the Issuer;
then, the Issuer shall cause to be filed at the office or agency
maintained for the purpose of conversion of the Securities as provided
in Section 3.3, and shall cause to be mailed to each Holder of
Securities, in the manner provided in Section 11.4, at least 20 days
before the date hereinafter specified (or the earlier of the dates
hereinafter specified, in the event that more than one date is
specified), a notice stating the date on which (1) a record is
expected to be taken for the purpose of such dividend, distribution or
rights, or if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend,
distribution or rights are to be determined, or (2) such
reclassification, change, consolidation, merger, sale, lease, exchange
or other disposition, dissolution, liquidation or winding-up is
expected to become effective and the date, if any is to be fixed, as
of which it is expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reclassification, change,
consolidation, merger, sale, lease, exchange or other disposition,
dissolution, liquidation or wind-up.

SECTION 13.7 Taxes on Conversion. The Issuer will pay any and all
documentary, stamp or similar taxes payable to the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
the issue or delivery of shares of Common Stock on conversion of Securities
pursuant thereto; provided, however, that the Issuer shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Common Stock in a name other than that of the
Holder of the Securities to be converted (or payment of cash in lieu thereof to
a Person other than such Holder) and no such issue or delivery (or payment)
shall be made unless and until the Person requesting such issue or delivery (or
payment) has paid to the Issuer the amount of any such tax or has established,
to the satisfaction of the Issuer, that such tax has been paid. The Issuer
extends no protection with respect to any other taxes imposed in connection
with conversion of Securities.

SECTION 13.8 Issuer to Provide Stock. The Issuer shall reserve,
free from preemptive rights, out of its authorized but unissued shares,
sufficient shares to provide for the conversion of convertible Securities from
time to time as such Securities are presented for conversion; provided,
however, that nothing contained herein shall be construed to preclude the
Issuer from satisfying its obligations in respect to the conversion of
Securities by delivery of repurchased shares of Common Stock which are held in
the treasury of the Issuer.

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If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued or delivered upon conversion, then the Issuer covenants that it
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be; provided, however, that nothing
in this Section 13.8 shall be deemed to affect in any way the obligations of
the Issuer to convert Securities into Common Stock as provided in this Article
XIII.

Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Stock, the
Issuer will take all corporate action which may, in the opinion of counsel, be
necessary in order that the Issuer may validly and legally issue fully paid and
non-assessable shares of Common Stock at such adjusted Conversion Price.

The Issuer covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Issuer and free of preemptive rights.

SECTION 13.9 Disclaimer of Responsibility for Certain Matters.
Neither the Trustee, any Conversion Agent nor any agent of either shall at any
time be under any duty or responsibility to any Holder of Securities to
determine whether any facts exist which may require any adjustment of the
Conversion Price, or with respect to the Officer's Certificate referred to in
Section 13.4(g), or with respect to the nature or extent of any such adjustment
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. Neither
the Trustee, any Conversion Agent nor any agent of either shall be accountable
with respect to the validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities or property (including cash), which may at
any time be issued or delivered upon the conversion of any Security; and
neither the Trustee, any Conversion Agent nor any agent of either makes any
representation with respect thereto. Neither the Trustee, any Conversion Agent
nor any agent of either shall be responsible for any failure of the Issuer to
issue, register the transfer of or deliver any shares of Common Stock or stock
certificates or other securities or property (including cash) upon the surrender
of any Security for the purpose of conversion or, subject to Sections 6.1 and
6.2, to comply with any of the covenants of the Issuer contained in this Article
XIII.

SECTION 13.10 Return of Funds Deposited for Redemption of Converted
Securities. Any funds which at any time shall have been deposited by the
Issuer or on its behalf with the Trustee or any Paying Agent for the purpose of
paying the principal of and interest, if any, on any of the Securities and
which shall not be required for such purposes because of the conversion of such
Securities, as provided in this Indenture, shall forthwith after such
conversion be repaid to the Issuer by the Trustee or such Paying Agent.

ARTICLE XIV
SUBORDINATION

SECTION 14.1 Securities Subordinated to Senior Indebtedness. The
Issuer covenants and agrees that anything in this Indenture or the Securities
of any series to the contrary notwithstanding, the indebtedness evidenced by
the Securities of each series is subordinate and junior in right of payment to
all Senior Indebtedness to the extent provided herein, and each Holder of
Securities of each series, by his acceptance thereof, likewise covenants and
agrees to the subordination herein provided and shall be bound by the
provisions hereof.

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<PAGE> 70
have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the principal of or interest on any of the
Securities, or in respect of any redemption, retirement, purchase or other
acquisition of any of the Securities other than those made in capital stock of
the Issuer (or cash in lieu of fractional shares thereof, pursuant to Article
XIII or otherwise made in capital stock of the Issuer (or cash in lieu of
fractional shares thereof).

If (a) without the consent of the Issuer a court having jurisdiction
shall enter an order for relief with respect to the Issuer under the Bankruptcy
Code or without the consent of the Issuer a court having jurisdiction shall
enter a judgment, order or decree adjudging the Issuer as bankrupt or insolvent,
or enter an order for relief for reorganization, arrangement, adjustment or
composition of or in respect of the Issuer under the Bankruptcy Code or
applicable state insolvency law, or (b) the Issuer shall institute proceedings
for entry of an order for relief with respect to the Issuer under the Bankruptcy
Code or for an adjudication of insolvency, or shall consent to the institution
of bankruptcy or insolvency proceedings against it, or shall file a petition
seeking, or seek or consent to reorganization, arrangement, composition or
relief under the Bankruptcy Code or any applicable state law, or shall consent
to the filing of such petition or to the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator or similar official of the Issuer or
of substantially all of its property, or the Issuer shall make a general
assignment for the benefit of creditors as recognized under the Bankruptcy Code,
then all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect of
the Securities of any series shall be paid or delivered directly to the holders
of Senior Indebtedness in accordance with the priorities then existing among
such holders until all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall have been paid in
full. In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness, the Holders of the Securities,
together with the holders of any obligations of the Issuer ranking on a parity
with the Securities, shall be entitled to be paid from the remaining assets of
the Issuer the amounts at the time due and owing on account of unpaid principal
of and interest, if any, on the Securities and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations of the Issuer ranking
junior to the Securities and such other obligations.

If, notwithstanding the foregoing, any payment or distribution of any
character, whether in cash, securities or other property (other than securities
of the Issuer or any other corporation provided for by a plan of reorganization
or readjustment the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof, such payment or
distribution shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Senior Indebtedness
then outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In
the event of the failure of the Trustee or any Holder to endorse or assign any
such payment, distribution or security, each holder of Senior Indebtedness is
hereby irrevocably authorized to endorse or assign the same.

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<PAGE> 71
No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Issuer.
Nothing contained herein shall impair, as between the Issuer and the Holders of
Securities of each series, the obligation of the Issuer and the Holders of
Securities of each such series, the obligation of the Issuer to pay to such
Holders the principal of and interest, if any, on such Securities or prevent
the Trustee or the Holder from exercising all rights, powers and remedies
otherwise permitted by applicable law or hereunder upon a default or Event of
Default hereunder, all subject to the rights of the holders of the Senior
Indebtedness to receive cash, securities or other property otherwise payable or
deliverable to the Holders.

Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payments or distributions applicable to the
Senior Indebtedness until the indebtedness evidenced by the Securities of such
series shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Issuer and its creditors other than the
holders of Senior Indebtedness, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Issuer on account of Senior Indebtedness,
and not on account of the Securities of such series.

The provisions of this Section 14.1 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Issuer in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

The securing of any obligations of the Issuer, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

SECTION 14.2 Reliance on Certificate of Liquidating Agent; Further
Evidence as to Ownership of Senior Indebtedness. Upon any payment or
distribution of assets of the Issuer, the Trustee and the Holders shall be
entitled to rely upon an order or decree issued by any court of competent
jurisdiction in which such dissolution or winding up or liquidation or
reorganization or arrangement proceedings are pending or upon a certificate of
the trustee in bankruptcy, receiver, assignee for the benefit of creditors or
other Person making such payment or distribution, delivered to the Trustee or
the Holders, for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIV. In the absence of any such bankruptcy trustee,
receiver, assignee or other Person, the Trustee shall be entitled to rely upon
a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee or representative on behalf of such holder) as
evidence that such Person is a holder of Senior Indebtedness (or is such a
trustee or representative). If the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distributions
pursuant to this Article XIV, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, as to the extent to which such Person
is entitled to participate in such payment or distribution, and as to other
facts pertinent to the rights of such Person under this Article XIV, and if
such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 14.3 Payment Permitted if no Default. Nothing contained
in this Article XIV or elsewhere in this Indenture, or in any of the
Securities, shall prevent (a) the Issuer at any time, except during

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<PAGE> 72
the pendency of any default in the payment of any principal of or interest on
any Senior Indebtedness as described in Section 14.1 or of any of the events
described in clauses (a) and (b) of Section 14.1, from making payments of the
principal of or interest, if any, on the Securities, or (b) the application by
the Trustee or any Paying Agent of any moneys deposited with it hereunder to
payments of the principal of or interest, if any, on the Securities, unless and
until the Trustee or such Paying Agent, as the case may be, shall have timely
received the Officer's Certificate or written notice provided for in Section
14.5.

SECTION 14.4 Disputes With Holders of Certain Senior
Indebtedness. Any failure by the Issuer to make any payment on or under any
Senior Indebtedness, other than any Senior Indebtedness as to which the
provisions of this Section 14.4 shall have been waived by the Issuer in the
instrument or instruments by which the Issuer incurred, assumed, guaranteed or
otherwise created such Senior Indebtedness, shall not be deemed a default under
Section 14.1 if (i) the Issuer shall be disputing its obligation to make such
payment or perform such obligation, and (ii) either (A) no final judgment
relating to such dispute shall have been issued against the Issuer which is in
full force and effect and is not subject to further review, including a
judgment that has become final by reason of the expiration of the time within
which a party may seek further appeal or review, or (B) in the event of a
judgment that is subject to further review or appeal has been issued, the
Issuer shall in good faith be prosecuting an appeal or other proceeding for
review, and a stay of execution shall have been obtained pending such appeal or
review.

SECTION 14.5 Trustee Not Charged With Knowledge of Prohibition.
Anything in this Article XIV or elsewhere in this Indenture contained to the
contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee and shall be entitled to assume
conclusively that no such facts exist and that no event specified in clauses
(a) and (b) of Section 14.1 has happened, unless and until the Trustee shall
have received an Officer's Certificate to that effect or notice in writing to
that effect signed by or on behalf of the holder or holders, or their
representatives, of Senior Indebtedness who shall have been certified by the
Issuer or otherwise established to the reasonable satisfaction of the Trustee
to be such holder or holders or representatives or from any trustee under any
indenture pursuant to which such Senior Indebtedness shall be outstanding;
provided, however, that, if the Trustee shall not have received the Officer's
Certificate or notice provided for in this Section 14.5 at least three Business
Days preceding the date upon which by the terms hereof any such moneys may
become payable for any purpose (including, without limitation, the payment of
either the principal of or interest, if any, on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary which may be received by it within three Business Days preceding such
date. The Issuer shall give prompt written notice to the Trustee and to each
Paying Agent of any facts which would prohibit any payment of moneys to or by
the Trustee or any Paying Agent, and the Trustee shall not be charged with
knowledge of the curing of any default or the elimination of any other fact or
condition preventing such payment or distribution unless and until the Trustee
shall have received an Officer's Certificate to such effect.

SECTION 14.6 Trustee to Effectuate Subordination. Each Holder
of Securities by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination as between such Holder and holders of Senior Indebtedness as
provided in this Article XIV and appoints the Trustee its attorney-in-fact for
any and all such purposes.

SECTION 14.7 Rights of Trustee as Holder of Senior Indebtedness.
The Trustee shall be entitled to all the rights set forth in this Article XIV
with respect to any Senior Indebtedness which may at the time be held by it, to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article XIV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

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SECTION 14.8 Article Applicable to Paying Agents. In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Issuer and be then acting hereunder, the term "Trustee" as used in this
Article XIV shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if the Paying Agent were named in this
Article XIV in addition to or in place of the Trustee; provided, however, that
Sections 14.5 and 14.7 shall not apply to the Issuer if it acts as Paying
Agent.

SECTION 14.9 Subordination Rights Not Impaired by Acts or
Omissions of the Issuer or Holders of Senior Indebtedness. No right of any
present or future holders of any Senior Indebtedness to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Issuer or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Issuer
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with.
The holders of Senior Indebtedness may, at any time or from time to time and in
their absolute discretion, change the manner, place or terms of payment, change
or extend the time of payment of, or renew or alter, any such Senior
Indebtedness, or amend or supplement any instrument pursuant to which any such
Senior Indebtedness is issued or by which it may be secured, or release any
security therefor, or exercise or refrain from exercising any other of their
rights under the Senior Indebtedness, including, without limitation, the waiver
of default thereunder, all without notice to or assent from the Holders of the
Securities or the Trustee and without affecting the obligations of the Issuer,
the Trustee or the Holders of Securities under this Article XIV.

SECTION 14.10 Trustee not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of the Senior Indebtedness, and shall not be liable to any such holders
if it shall mistakenly pay over or distribute money or assets to
Securityholders or the Issuer.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, effective as of _______________ 1, ____.

SERVICE CORPORATION INTERNATIONAL

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

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

<PAGE> 1
EXHIBIT 4.3

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

SERVICE CORPORATION INTERNATIONAL

AND

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

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

1998 SUBORDINATED INDENTURE

Dated as of _______ 1, ____

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

<PAGE> 2

CROSS REFERENCE SHEET*
----------------

Provisions of Trust Indenture Act of 1939 and 1998 Subordinated
Indenture to be dated as of _______ 1, ____ between SERVICE CORPORATION
INTERNATIONAL and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, Trustee:
<TABLE>
<CAPTION>

SECTION OF THE ACT SECTION OF INDENTURE
- ------------------ --------------------
<S> <C>
310(a)(1), (2) and (5).............................................................. 6.9
310(a)(3) and (4) .................................................................. Inapplicable
310(b) ............................................................................. 6.8 and 6.10(a), (b) and (d)
310(c).............................................................................. Inapplicable
311(a) ............................................................................. 6.13(a) and (c)
311(b) ............................................................................. 6.13(b) and (c)
311(c) ............................................................................. Inapplicable
312(a) ............................................................................. 4.1 and 4.2(a)
312(b) ............................................................................. 4.2(a) and (b)(i) and (ii)
312(c).............................................................................. 4.2(c)
313(a) ............................................................................. 4.4(a)(i), (ii), (iii), (iv),
(v), (vi) and (vii)
313(a)(b)........................................................................... Inapplicable
313(b)(1) .......................................................................... Inapplicable
313(b)(2) .......................................................................... 4.4(b)
313(c) ............................................................................. 4.4(c)
313(d) ............................................................................. 4.4(d)
314(a) ............................................................................. 4.3
314(b) ............................................................................. Inapplicable
314(c)(1) and (2) .................................................................. 11.5
314(c)(3) .......................................................................... Inapplicable
314(d) ............................................................................. Inapplicable
314(e) ............................................................................. 11.5
314(f) ............................................................................. Inapplicable
315(a), (c) and (d) ................................................................ 6.1
315(b) ............................................................................. 5.8
315(e) ............................................................................. 5.9
316(a)(1) .......................................................................... 5.7
316(a)(2) .......................................................................... Not required
316(a) (last sentence) ............................................................. 7.4
316(b) ............................................................................. 5.4
316(c) ............................................................................. 7.6
317(a) ............................................................................. 5.2
317(b) ............................................................................. 3.5(a)
318(a) ............................................................................. 11.7

</TABLE>

- -----------------------
* This Cross Reference Sheet is not part of the Indenture.

<PAGE> 3

TABLE OF CONTENTS
---------------------
<TABLE>
<CAPTION>

<S> <C> <C>
PARTIES...........................................................................................................1
RECITALS..........................................................................................................1

ARTICLE ONE
DEFINITIONS

SECTION 1.1.......................................................................................................1
Affiliate.......................................................................................1
Associated Rights...............................................................................2
Authenticating Agent............................................................................2
Bankruptcy Code.................................................................................2
Board of Directors..............................................................................2
Board Resolution................................................................................2
Business Day....................................................................................2
Commission......................................................................................2
Common Stock....................................................................................2
Conversion Agent................................................................................2
Conversion Price................................................................................2
Corporate Trust Office..........................................................................2
Covenant........................................................................................2
Date of Conversion..............................................................................2
Depositary......................................................................................3
Event of Default................................................................................3
Funded Debt.....................................................................................3
Global Security.................................................................................3
Holder..........................................................................................3
Holder of Securities............................................................................3
Securityholder..................................................................................3
Indebtedness....................................................................................3
Indenture.......................................................................................3
Interest........................................................................................3
Issuer..........................................................................................4
Issuer Order....................................................................................4
Last Sale Price.................................................................................4
Officer's Certificate...........................................................................4
Opinion of Counsel..............................................................................4
Original issue date.............................................................................4
Original issue discount.........................................................................4
Original Issue Discount Security................................................................4
Outstanding.....................................................................................4
Paying Agent....................................................................................5
Periodic Offering...............................................................................5
Person......................................................................................... 5
Place of Payment................................................................................5

</TABLE>

* This Table of Contents is not part of the Indenture.

-i-

<PAGE> 4

<S> <C> <C>
Principal.......................................................................................5
Principal Amount................................................................................5
Record date.....................................................................................5
Registrar.......................................................................................5
Responsible Officer.............................................................................5
Security........................................................................................6
Securities......................................................................................6
Senior Indebtedness.............................................................................6
Subsidiary......................................................................................6
Trading Day.....................................................................................6
Trust Indenture Act of 1939.....................................................................6
Trustee.........................................................................................6
U.S. Government Obligations.....................................................................6
Vice president..................................................................................6
Yield to Maturity...............................................................................6

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally.................................................................................6
SECTION 2.2 Form of Trustee's Certificate of Authentication.................................................7
SECTION 2.3 Amount Unlimited; Issuable in Series............................................................7
SECTION 2.4 Authentication and Delivery of Securities.......................................................9
SECTION 2.5 Execution of Securities........................................................................11
SECTION 2.6 Certificate of Authentication..................................................................12
SECTION 2.7 Denomination and Date of Securities; Payments of Interest......................................12
SECTION 2.8 Registration, Transfer and Exchange............................................................13
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities......................................14
SECTION 2.10 Cancellation of Securities; Disposition Thereof................................................15
SECTION 2.11 Temporary Securities...........................................................................15
SECTION 2.12 Computation of Interest........................................................................16

ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Covenants .....................................................................................16
SECTION 3.2 Payment of Principal and Interest..............................................................16
Section 3.3 Office for Notices and Payments, etc...........................................................16
SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office.............................................16
SECTION 3.5 Provision as to Paying Agent...................................................................16
SECTION 3.6 Corporate Existence............................................................................17
SECTION 3.9 Maintenance of Properties......................................................................17
SECTION 3.10 Payment of Taxes and Other Claims..............................................................17

</TABLE>

* This Table of Contents is not part of the Indenture.

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<PAGE> 5

ARTICLE FOUR
SECURITYHOLDERS LIST AND REPORTS BY THE
ISSUER AND THE TRUSTEE

<S> <C> <C>
SECTION 4.1 Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders.............17
SECTION 4.2 Preservation and Disclosure of Securityholders Lists...........................................18
SECTION 4.3 Reports by the Issuer..........................................................................19
SECTION 4.4 Reports by the Trustee.........................................................................19

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1 Events of Default..............................................................................21
SECTION 5.2 Payment of Securities on Default; Suit Therefor................................................23
SECTION 5.3 Application of Moneys Collected by Trustee.....................................................24
SECTION 5.4 Proceedings by Securityholders.................................................................24
SECTION 5.5 Proceedings by Trustee.........................................................................25
SECTION 5.6 Remedies Cumulative and Continuing.............................................................25
SECTION 5.7 Direction of Proceedings; Waiver of Defaults by Majority of Securityholders....................25
SECTION 5.8 Notice of Defaults.............................................................................26
SECTION 5.9 Undertaking to Pay Costs.......................................................................26
SECTION 5.10 Trustee May Enforce Claims Without Possession of Securities....................................26
SECTION 5.11 Waiver of Stay or Extension of Laws............................................................27

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default...................27
SECTION 6.2 Certain Rights of the Trustee..................................................................28
SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds
Thereof........................................................................................28
SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc.......................................28
SECTION 6.5 Moneys Held by Trustee.........................................................................29
SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim................................29
SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc.........................................29
SECTION 6.8 Qualification of Trustee; Conflicting Interests................................................29
SECTION 6.9 Persons Eligible for Appointment as Trustee....................................................34
SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee......................................34
SECTION 6.11 Acceptance of Appointment by Successor Trustee.................................................35
SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.........................36
SECTION 6.13 Preferential Collection of Claims Against the Issuer...........................................36
SECTION 6.14 Appointment of Authenticating Agent............................................................39

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders....................................................40
SECTION 7.2 Proof of Execution of Instruments and of Holding of Securities.................................40

</TABLE>

* This Table of Contents is not part of the Indenture.

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<PAGE> 6

<S> <C> <C>
SECTION 7.3 Holders to be Treated as Owners................................................................40
SECTION 7.4 Securities Owned by issuer Deemed Not Outstanding..............................................41
SECTION 7.5 Right of Revocation of Action Taken............................................................41
SECTION 7.6 Record Date for Consents and Waivers...........................................................41

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders.....................................42
SECTION 8.2 Supplemental Indentures With Consent of Securityholders........................................43
SECTION 8.3 Effect of Supplemental Indenture...............................................................44
SECTION 8.4 Documents to be Given to Trustee...............................................................44
SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures...................................44
SECTION 8.6 Subordination Unimpaired.......................................................................44

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

SECTION 9.1 Issuer May Consolidate, etc. on Certain Terms..................................................44
SECTION 9.2 Successor Corporation to be Substituted........................................................45
SECTION 9.3 Opinion of Counsel to be Given Trustee.........................................................45

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture........................................................45
SECTION 10.2 Application by Trustee of Funds Deposited for Payment of Securities............................47
SECTION 10.3 Repayment of Moneys Held by Paying Agent.......................................................48
SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years......................48
SECTION 10.5 Indemnity for U.S. Government Obligations......................................................48

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability........................................................48
SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of Senior
Indebtedness and of Securities.................................................................48
SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture............................................48
SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of Securities...............................48
SECTION 11.5 Officer's Certificates and Opinions of Counsel; Statements to be Contained Therein.............49
SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays................................................50
SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939........................50
SECTION 11.8 Governing Law..................................................................................50
SECTION 11.9 Counterparts...................................................................................50
SECTION 11.10 Effect of Headings.............................................................................50
SECTION 11.11 Separability Clause............................................................................50

</TABLE>

* This Table of Contents is not part of the Indenture.

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<PAGE> 7

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

<S> <C> <C>
SECTION 12.1 Applicability of Article.......................................................................50
SECTION 12.2 Notice of Redemption; Partial Redemptions......................................................51
SECTION 12.3 Payment of Securities Called for Redemption....................................................52
SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption..................52
SECTION 12.5 Mandatory of Optional Sinking Funds............................................................52
SECTION 12.6 Purchase of Securities at Option of the Holder upon Change in Control..........................54
SECTION 12.7 Effect of Change in Control Purchase Price.....................................................56
SECTION 12.8 Deposit of Change in Control Purchase Notice...................................................57
SECTION 12.9 Covenant to Comply with Securities Laws upon Purchase of Securities............................57
SECTION 12.10 Repayment to the Company.......................................................................57

ARTICLE THIRTEEN
CONVERSION OF SECURITIES

SECTION 13.1 Applicability of Article.......................................................................58
SECTION 13.2 Exercise of Conversion Privilege...............................................................58
SECTION 13.3 Fractional Interests...........................................................................59
SECTION 13.4 Adjustment of Conversion Price.................................................................59
SECTION 13.5 Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets................................................................61
SECTION 13.6 Notice of Certain Events.......................................................................62
SECTION 13.7 Taxes on Conversion............................................................................62
SECTION 13.8 Issuer to Provide Stock........................................................................63
SECTION 13.9 Disclaimer of Responsibility...................................................................63
SECTION 13.10 Return of Funds Deposited for Redemption of Converted Securities...............................63

ARTICLE FOURTEEN
SUBORDINATION

SECTION 14.1 Securities Subordinated to Senior Indebtedness.................................................64
SECTION 14.2 Reliance on Certificate of Liquidating Agent; Further Evidence
as to Ownership of Senior Indebtedness.........................................................65
SECTION 14.3 Payment Permitted If No Default................................................................66
SECTION 14.4 Disputes with Holders of Certain Senior Indebtedness...........................................66
SECTION 14.5 Trustee Not Charged with Knowledge of Prohibition..............................................66
SECTION 14.6 Trustee to Effectuate Subordination............................................................67
SECTION 14.7 Rights of Trustee as Holder of Senior Indebtedness.............................................67
SECTION 14.8 Article Applicable to Paying Agents............................................................67
SECTION 14.9 Subordination Rights Not Impaired by Acts or Omissions
of the Issuer or Holders of Senior Indebtedness................................................67
SECTION 14.10 Trustee Not Fiduciary for Holders of Senior Indebtedness.......................................67

TESTIMONIUM......................................................................................................68
SIGNATURES.......................................................................................................68

</TABLE>

* This Table of Contents is not part of the Indenture.

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<PAGE> 8

THIS 1998 SUBORDINATED INDENTURE, dated as of ________ 1, ____ between
SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Issuer"), and CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION, as trustee (the "Trustee"),

WITNESSETH:

WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured subordinated debentures, notes or other evidences of indebtedness
to be issued in one or more series (the "Securities") up to such principal
amount or amounts as may from time to time be authorized in accordance with the
terms of this Indenture;

WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed:

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows:

ARTICLE ONE
DEFINITIONS

SECTION 1.1 For all purposes of this Indenture and of any indenture
supplemental hereto, the following terms shall have the respective meanings
specified in this Section 1.1 (except as otherwise expressly provided or unless
the context otherwise clearly requires). All other terms used in this Indenture
that are defined in the Trust Indenture Act of 1939, including terms defined
therein by reference to the Securities Act of 1933, shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of this Indenture (except as herein otherwise expressly
provided or unless the context otherwise clearly requires).

The words "herein", "hereof " and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The expressions "date of this Indenture",
"date hereof, "date as of which this Indenture is dated" and "date of execution
and delivery of this Indenture" and other expressions of similar import refer to
the effective date of the original execution and delivery of this Indenture,
viz. _____________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.

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<PAGE> 9

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.

"Associated Rights" means any rights to purchase shares of the Issuer's
capital stock or other securities that are associated with any class of stock
constituting Common Stock for purposes hereof if at the time of the issuance
thereof such rights are not separable from any class of stock except upon the
occurrence of a contingency, whether such rights exist at the date of the
execution hereof or are thereafter issued by the Company as a dividend on any
such class of stock or otherwise.

"Authenticating Agent" shall have the meaning set forth in Section
6.14.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code, Sections 101 et seq., or any successor statute thereto.

"Board of Directors" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

"Business Day" means, with respect to any Security, a day that (a) in
the Place of Payment (or in any of the Places of Payment, if more than one) in
which amounts are payable, as specified in the form of such Security, and (b) in
the city in which the Corporate Trust Office is located, is not a day on which
banking institutions are authorized or required by law or regulation to close.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

"Conversion Agent" shall have the meaning set forth in Section 3.3.

"Conversion Price" shall have the meaning set forth in Section 13.4.

"Corporate Trust Office" means the office of the Trustee in Dallas,
Texas or Houston, Texas, at which at any particular time its corporate trust
business shall be administered, which, as of the date hereof, is as follows: (a)
for payment, registration, transfer, exchange and tender of the Securities:
Chase Bank of Texas, National Association, One Main Place, 1201 Main Street,
18th Floor, Dallas, Texas 75202, telephone: (800) 275-2048, telecopy: (214)
672-5746; and (b) for all other communications relating to the Securities: Chase
Bank of Texas, National Association, 600 Travis Street, Suite 1150, Houston,
Texas 77002, Attention: Global Trust Services for Service Corporation
International, telephone: (713) 216-6686, telecopy: (713) 216-5476.

The term "covenant" shall have the meaning set forth in Section 3.1.

"Date of Conversion" shall have the meaning set forth in Section 13.3.

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<PAGE> 10

"Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and, thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and, if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Global Securities of such series.

"Event of Default" means any event or condition specified as such in
Section 5.1.

"Global Security" means a Security evidencing all or a part of a series
of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

"Indebtedness" means, with respect to any Person,

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

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

(c) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as Indebtedness
in clause (a) or (b) above.

"Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, including, for all purposes of this instrument and any such supplement,
the provisions of the Trust Indenture Act of 1939 that are deemed to be a part
of and govern this instrument and any such supplement, respectively, and shall
include the forms and terms of particular series of Securities established as
contemplated hereunder.

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<PAGE> 11

"Issuer" means (except as otherwise provided in Section 6.8) Service
Corporation International, a Texas corporation, and, subject to Article Nine,
its successors and assigns.

"Last Sale Price" shall have the meaning set forth in Section 13.3.

"Officer's Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5, if and to the extent required by the provisions of such Section
11.5. One of the officers signing any Officer's Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

"Opinion of Counsel" means an opinion in writing signed by the general
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall include the statements provided for in Section 11.5, if and to the
extent required by the provisions of such Section 11.5.

"Original Issue Discount Security" means any Security that 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 5.1.

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

(b) Securities (other than Securities of any series as to
which the provisions of Article Ten hereof shall not be applicable), or
portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee or
with any Paying Agent (other than the Issuer) or shall have been set
aside, segregated and held in trust by the Issuer for the Holders of
such Securities (if the Issuer shall act as its own Paying Agent),
provided that, if such Securities, or portions thereof, are to be
redeemed prior to the maturity thereof, notice of such redemption shall
have been given as herein provided, or provision satisfactory to the
Trustee shall have been made for giving such notice;

(c) Securities which shall have been paid or in substitution
for which other Securities shall have been authenticated and delivered
pursuant to the terms of Section 2.9 (except with respect

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<PAGE> 12

to any such Security as to which proof satisfactory to the Trustee is
presented that such Security is held by a Person in whose hands such
Security is a legal, valid and binding obligation of the Issuer); and

(d) Securities converted into Common Stock pursuant hereto
prior to the applicable record date and, for purposes of selection for
redemption, Securities not deemed Outstanding pursuant to Section 12.2;
provided, however, that Securities surrendered for conversion during
the period between the close of business on any record date for such
Security and the opening of business on the related interest payment
date (or on the related interest payment date) shall be considered
Outstanding for purposes of payment of interest on such related
interest payment date.

In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Section 5.1.

"Paying Agent" shall have the meaning set forth in Section 3.3.

"Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption and conversion provisions, if any, with
respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities.

"Place of Payment" when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

The term "principal" of a debt security, including any Security, means
the amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Issuer, upon any purchase or exchange at the option of the Issuer
or the holder of such debt security and upon any acceleration of the maturity of
such debt security).

The term "principal amount" of a debt security, including any Security,
means the principal amount as set forth on the face of such debt security.

The term "record date" shall have the meaning set forth in Section 2.7.

"Registrar" shall have the meaning set forth in Section 3.3.

"Responsible Officer", when used with respect to the Trustee, means any
officer assigned by the Trustee to administer its corporate trust matters.

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<PAGE> 13

"Senior Indebtedness" means Indebtedness of the Issuer outstanding at
any time except (a) any Indebtedness as to which, by the terms of the instrument
creating or evidencing the same, it is provided that such Indebtedness is not
senior in right of payment to the Securities, (b) the Securities, (c) existing
subordinated indebtedness of the Company, (d) any Indebtedness of the Issuer to
a wholly-owned Subsidiary of the Issuer, (e) interest accruing after the filing
of a petition initiating any proceeding referred to in Sections 5.1(e) and
5.1(f) unless such interest is an allowed claim enforceable against the Issuer
in a proceeding under federal or state bankruptcy laws and (f) trade accounts
payable.

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

"Trading Day" shall have the meaning set forth in Section 13.3.

"Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1, 8.2 and 13.5) means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture is originally executed.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

"U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officer's Certificate detailing such establishment) or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may

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<PAGE> 14

be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

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

SECTION 2.2. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

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

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

By
--------------------------------------------
as Authenticating Agent

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

SECTION 2.3 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 and the Securities
of each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
Fourteen, to all Senior Indebtedness. There shall be established in or pursuant
to one or more Board Resolutions (and, to the extent established pursuant to
rather than set forth in a Board Resolution, in an Officer's Certificate
detailing

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<PAGE> 15

such establishment) or established in one or more indentures supplemental
hereto, prior to the initial issuance of Securities of any series:

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

(2) whether the Securities will be convertible into Common
Stock (or cash in lieu thereof) and, if so, the terms and conditions
upon which such conversion will be effected including the initial
Conversion Price and any adjustments thereto in addition to or
different from those set forth in Section 13.4, the conversion period
and other provisions in addition to or in lieu of those set forth
herein;

(4) the date or dates on which the principal of the Securities
of the series is payable;

(5) the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which any such
interest shall accrue, on which any such interest shall be payable and
on which a record shall be taken for the determination of Holders to
whom any such interest is payable or the method by which such rate or
rates or date or dates shall be determined or both;

(6) the place or places where and the manner in which the
principal of and any interest on Securities of the series shall be
payable and the office or agency for the Securities of the series
maintained by the Issuer pursuant to Section 3.3 (if other than as
provided in Section 3.3);

(7) any provisions relating to the issuance of Securities of
such series at an original issue discount (including, without
limitation, the issue price thereof, the rate or rates at which such
original issue discount shall accrue, if any, and the date or dates
from or to which or period or periods during which such original issue
discount shall accrue at such rate or rates);

(8) the right, if any, of the Issuer to redeem, purchase or
repay Securities of the series, in whole or in part, at its option and
the period or periods within which, the price or prices (or the method
by which such price or prices shall be determined or both) at which,
the form or method of payment therefor if other than in cash and any
terms and conditions upon which and the manner in which (if different
from the provisions of Article Twelve) Securities of the series may be
so redeemed, purchased or repaid, in whole or in part, pursuant to any
sinking fund or otherwise;

(9) the obligation, if any, of the Issuer to redeem, purchase
or repay Securities of the series, in whole or in part, pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the
option of a Holder thereof and the period or periods within which, the
price or prices (or the method by which such price or prices shall be
determined or both) at which, the form or method of payment therefor if
other than in cash and any terms and conditions upon which and the
manner in which (if different from the provisions of Article Twelve)
Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation;

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

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<PAGE> 16

(11) if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall be
payable upon acceleration of the maturity thereof;

(12) whether the Securities of the series will be issuable as
Global Securities;

(13) 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,
the form and terms of such certificates, documents or conditions;

(14) any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars, conversion agents or any other
agents with respect to the Securities of such series;

(15) any deleted, modified or additional events of default or
remedies or any deleted, modified or additional covenants with respect
to the Securities of such series;

(16) whether the provisions of Section 10.1(C) will be
applicable to Securities of such series;

(17) if the amounts of payments of principal of and interest
on the Securities of such series are to be determined with reference to
an index, the manner in which such amounts shall be determined; and

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

All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officer's Certificate referred to above or as set
forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any such indenture
supplemental hereto.

Any such Board Resolution or Officer's Certificate referred to above
with respect to Securities of any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of this Indenture for all purposes relating to Securities of
such series as fully as if such Board Resolution or Officer's Certificate were
set forth herein in full.

SECTION 2.4 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of, the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by
an Issuer Order. The maturity date, original issue date, interest rate, if any,
and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such
procedures, such Issuer Order may authorize authentication and delivery pursuant
to oral instructions from the Issuer or its duly authorized agent, which
instructions shall be promptly confirmed in writing. In authenticating the
Securities of such series and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at or before
the time of the first request of the Issuer to the Trustee to authenticate
Securities of such series)

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<PAGE> 17

and (subject to Section 6.1) shall be fully protected in relying upon, unless
and until such documents have been superseded or revoked:

(1) an Issuer Order requesting such authentication and setting
forth delivery instructions if the Securities of such series are not to
be delivered to the Issuer, provided that, with respect to Securities
of a series subject to a Periodic Offering, (a) such Issuer Order may
be delivered by the Issuer to the Trustee prior to the delivery to the
Trustee of such Securities for authentication and delivery, (b) the
Trustee shall authenticate and deliver Securities of such series for
original issue from time to time, in an aggregate principal amount not
exceeding the aggregate principal amount established for such series,
pursuant to an Issuer Order or pursuant to procedures acceptable to the
Trustee as may be specified from time to time by an Issuer Order, (c)
the maturity date or dates, original issue date or dates, interest rate
or rates, if any, and any other terms of Securities of such series
shall be determined by an Issuer Order or pursuant to such procedures,
(d) if provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to telecommunication or electronic
instructions from the Issuer or its duly authorized agent or agents,
and (e) after the original issuance of the first Security of such
series to be issued, any separate request by the Issuer that the
Trustee authenticate Securities of such series for original issuance
will be deemed to be a certification by the Issuer that it is in
compliance with all conditions precedent provided for in this Indenture
relating to the authentication and delivery of such Securities;

(2) the Board Resolution, Officer's Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the form or forms and terms of the Securities of such
series were established;

(3) an Officer's Certificate setting forth the form or forms
and terms of the Securities stating that the form or forms and terms of
the Securities have been established pursuant to Sections 2.1 and 2.3
and comply with this Indenture and covering such other matters as the
Trustee may reasonably request; and

(4) at the option of the Issuer, either an Opinion of Counsel,
or a letter from legal counsel addressed to the Trustee permitting it
to rely on an Opinion of Counsel, substantially to the effect that:

(a) in the case of an underwritten offering, the
Securities of such series are in the form or forms
contemplated by this Indenture and have been duly and validly
authorized as contemplated by this Indenture;

(b) in the case of an offering that is not
underwritten, the Securities of such series are in the form or
forms contemplated by this Indenture, certain terms of the
Securities of such series have been established pursuant to a
Board Resolution, an Officer's Certificate or a supplemental
indenture in accordance with this Indenture, and when such
other terms as are to be established pursuant to procedures
set forth in an Issuer Order shall have been established, all
such terms will have been duly authorized by the Issuer and
will have been established in conformity with the provisions
of this Indenture;

(c) when the Securities of such series have been
executed by the Issuer and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered
against payment therefor by the purchasers thereof, they will
be valid and legally binding obligations of the Issuer,
enforceable in accordance with their respective terms, and
will be entitled to the benefits of this Indenture; and

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(d) to such counsel's knowledge after the inquiry
indicated therein, the execution and delivery by the Issuer
of, and the performance by the Issuer of its obligations
under, the Securities of such series will not contravene any
provision of applicable law or the articles of incorporation
or by-laws of the Issuer or any agreement or other instrument
binding upon the Issuer or any of its Subsidiaries that is
material to the Issuer and its Subsidiaries, considered as one
enterprise, or any judgment, order or decree of any
governmental agency or any court having jurisdiction over the
Issuer or any Subsidiary, and no consent, approval or
authorization of any governmental body or agency is required
for the performance by the Issuer of its obligations under the
Securities, except such as are specified and have been
obtained and such as may be required by the securities or blue
sky laws of the various states in connection with the offer
and sale of the Securities.

In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of Texas and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes that both such counsel and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Issuer and its Subsidiaries and certificates of
public officials.

The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Issuer or if the Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would adversely affect the
Trustee's own rights, duties or immunities under the Securities, this Indenture
or otherwise.

If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

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Issuer may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

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

SECTION 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee, or its Authenticating Agent, upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

SECTION 2.7 Denomination and Date of Securities, Payments of Interest.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
any integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication
thereof.

The Person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities for such series are
registered (a) at the close of business on a subsequent record date (which shall
be not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of Securities not less than 15 days preceding such
subsequent record date or (b) as determined by such other procedure as is
mutually acceptable to the Issuer and the Trustee. The term "record date" as
used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date
specified as such in the terms of the Securities of such series established as
contemplated by Section 2.3, or, if no such date is so established, if such
interest payment date is the first day of a calendar month, the fifteenth day of
the next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month, whether
or not such record date is a Business Day.

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SECTION 2.8 Registration, Transfer and Exchange. The Issuer will keep
at the office of each Registrar for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will provide for the registration of Securities of each series and the
registration of transfer of Securities of such series. Each such register shall
be in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection and available for copying by
the Trustee.

All Securities presented for registration of transfer shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

The Issuer 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 of Securities. No service charge shall be made for any
such transaction or for any exchange of Securities of any series as contemplated
by the immediately preceding paragraph.

Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that
such Securities be represented by one or more Global Securities shall no longer
be effective and the Issuer shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities in exchange for such Global Security or
Securities.

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<PAGE> 21

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

If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

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

Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant to
this Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver at its office such Securities to or as directed by the
Persons in whose names such Securities are so registered.

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

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee, in the absence of
notice to the Trustee that such Security has been acquired by a bona fide
purchaser, shall authenticate and deliver a new Security of the same series,
maturity date, interest rate, if any, and original issue date, bearing a number
or other distinguishing symbol not contemporaneously outstanding, in exchange
and substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer and to the
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
may be required by the Trustee to indemnify and defend and to save each of the
Trustee and the Issuer harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

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conversion in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same or the conversion of such Security (without
surrender thereof except in the case of a mutilated or defaced Security), if the
applicant for such payment or conversion shall furnish to the Issuer and to the
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
any of them may require to hold each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer and
the Trustee and any agent of the Issuer or the Trustee evidence to the Trustee's
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

Every substitute Security of any series issued pursuant to the
provisions of this Section 2.9 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement, payment or
conversion of mutilated, defaced, destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement,
payment or conversion of negotiable instruments or other securities without
their surrender.

SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, purchase, redemption, registration of
transfer, exchange or conversion, or for credit against any payment in respect
of a sinking or analogous fund, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee, shall
be cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of cancelled Securities held by it, or hold such
Securities in accordance with its standard retention policy, and deliver a
certificate of disposition or retention to the Issuer. If the Issuer or its
agent shall acquire any of the Securities, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee or its agent for
cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.3 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section 2.3.

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SECTION 2.12 Computation of Interest. Except as otherwise specified as
contemplated by Section 2.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Covenants. The term "covenant", whenever used herein with
respect to the covenants of the Issuer applicable to Securities of any series,
includes without limitation the covenants set forth in this Article Three,
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the Board Resolution or supplemental
indenture establishing such series of Securities or in the form of Security for
such series.

SECTION 3.2 Payment of Principal and Interest. The Issuer covenants and
agrees that it will duly and punctually pay or cause to be paid the principal of
and interest, if any, on each of the Securities at the place, at the respective
times and in the manner provided in the Securities.

SECTION 3.3 Office for Notices and Payments, etc. So long as any of the
Securities are Outstanding, the Issuer will maintain in each Place of Payment,
an office or agency where the Securities may be presented for payment ("Paying
Agent"), an office or agency where the Securities may be presented for
registration of transfer and for exchange ("Registrar") and, if applicable, an
office or agency where the Securities may be presented for conversion
("Conversion Agent") as in this Indenture provided, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as Registrar, Paying
Agent, Conversion Agent and as the agent upon whom notices and demands may be
served with respect to the Securities.

SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 3.5 Provision as to Paying Agent. (a) If the Issuer shall
appoint a Paying Agent other than the Trustee, it will cause such Paying Agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 3.5,

(1) that it will hold all sums held by it as such agent for
the payment of the principal of or interest, if any, on the Securities
(whether such sums have been paid to it by the Issuer or by any other
obligor on the Securities) in trust for the benefit of the Holders of
the Securities or the Trustee; and

(2) that it will give the Trustee notice of any failure by
the Issuer (or by any other obligor on the Securities) to make any
payment of the principal of or interest, if any, on the Securities when
the same shall be due and payable; and

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

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Holders of the Securities a sum sufficient to pay such principal or interest, if
any, so becoming due and will notify the Trustee of any failure to take such
action and of any failure by the Issuer (or by any other obligor under the
Securities) to make any payment of the principal of or interest, if any, on the
Securities when the same shall become due and payable.

(c) Anything in this Section 3.5 to the contrary notwithstanding, the
Issuer may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or any Paying Agent hereunder, as
required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

(d) Anything in this Section 3.5 to the contrary notwithstanding, any
agreement of the Trustee or any Paying Agent to hold sums in trust as provided
in this Section 3.5 is subject to Sections 10.3 and 10.4.

(e) Whenever the Issuer shall have one or more Paying Agents, it will,
on or before each due date of the principal of or interest, if any, on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal or
interest, if any, so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal or interest, if any, and (unless such
Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its
action or failure so to act.

SECTION 3.6 Corporate Existence. Subject to, and except as otherwise
provided in, Article Nine, the Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
and franchise to be a corporation, and will remain qualified as a foreign
corporation in good standing in each jurisdiction wherein the ownership of its
assets or the conduct of its business requires it to be so qualified, except
where the failure to so qualify would not have a material adverse effect on the
Issuer and its Subsidiaries taken as a whole.

SECTION 3.8. Payment of Taxes and Other Claims. The Issuer will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer 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 Issuer or any Subsidiary; provided, however, that the Issuer
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.

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

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of the Holders of the Securities of each series as of a date not more than 15
days prior to the time such information is furnished:

(a) semiannually and not more than 15 days after each March 1
and September 1; and

(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request;

provided that if and so long as the Trustee shall be the Registrar for such
series, such list shall not be required to be furnished.

SECTION 4.2 Preservation and Disclosure of Securityholders Lists. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of each series of
Securities (i) contained in the most recent list furnished to it as provided in
Section 4.1, and (ii) received by it in the capacity of Registrar or Paying
Agent for such series, if so acting. The Trustee may destroy any list furnished
to it as provided in Section 4.1 upon receipt of a new list so furnished.

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

(i) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 4.2, or

(ii) inform such applicants as to the approximate number of
Holders of Securities of such series or of all Securities, as the case
may be, whose names and addresses appear in the information preserved
at the time by the Trustee, in accordance with the provisions of
subsection (a) of this Section 4.2, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders with reasonable

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promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with the provisions of subsection (b)
of this Section 4.2, 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 such subsection (b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer
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 Issuer may
be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Issuer
is not required to file information, documents or reports pursuant to
either of such Sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a debt
security listed and registered on a national securities exchange as may
be prescribed from time to time in such rules and regulations;

(b) to 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 Issuer with the conditions and covenants
provided for in this Indenture as may be required from time to time by
such rules and regulations;

(c) to 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 Section 4.4(c), such summaries of any
information, documents and reports required to be filed by the Issuer
pursuant to subsections (a) and (b) of this Section 4.3 as may be
required to be transmitted to such Holders by rules and regulations
prescribed from time to time by the Commission; and

(d) furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his knowledge of the
Issuer's compliance with all conditions and covenants under this
Indenture. For purposes of this subsection (d), such compliance shall
be determined without regard to any period of grace or requirement of
notice provided under this Indenture.

SECTION 4.4 Reports by the Trustee. (a) Within 60 days after September
15 of each year commencing with the year 1999, the Trustee shall transmit by
mail to the Holders of Securities, as provided in subsection (c) of this Section
4.4, a brief report dated as of such September 15 with-respect to any of the
following events which may have occurred within the last 12 months (but if no
such event has occurred within such period, no report need be transmitted):

(i) any change to its eligibility under Section 6.9 and its
qualification under Section 6.8;

(ii) the creation of, or any material change to, a
relationship specified in paragraph (i) through (x) of Section 6.8(c);

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<PAGE> 27

(iii) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making
thereof made by the Trustee (as such) which remain unpaid on the date
of such report and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities of any series,
on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such
advances if such advances so remaining unpaid aggregate not more than
1/2 of 1% of the principal amount of all Securities Outstanding on the
date of such report;

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

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

(vi) any additional issue of Securities which the Trustee has
not previously reported; and

(b) The Trustee shall transmit to the Securityholders of each series,
as provided in subsection (c) of this Section 4.4, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the Trustee, as
such, since the date of the last report transmitted pursuant to the provisions
of subsection (a) of this Section 4.4 (or if no such report has yet been so
transmitted, since the date of this Indenture) for the reimbursement of which it
claims or may claim a lien or charge prior to that of the Securities of such
series on property or funds held or collected by it as Trustee and which it has
not previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
all Securities Outstanding at such time, such report to be transmitted within 90
days after such time.

(i) to all Holders of Securities, as the names and addresses
of such Holders appear upon the registry books of the Issuer; and

(ii) to all other Persons to whom such reports are required to
be transmitted pursuant to Section 313(c) of the Trust Indenture Act of
1939.

(d) A copy of each such report shall, at the time of such transmission
to Securityholders, be furnished to the Issuer and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable series are
listed and also with the Commission. The Issuer agrees to notify the Trustee
with respect to any series when and as the Securities of such series become
admitted to trading on any national securities exchange.

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ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1 Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one or more of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Fourteen or otherwise), unless it is
either inapplicable to a particular series or is specifically deleted or
modified in or pursuant to the Board Resolution or supplemental indenture
establishing such series of Securities or in the form of Security for such
series:

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

(b) default in the payment of the principal of any of the
Securities of such series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or
otherwise; or

(c) default in the payment or satisfaction of any sinking fund
or other purchase obligation with respect to Securities of such series,
as and when such obligation shall become due and payable; or

(d) failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the
Issuer in the Securities of such series or in this Indenture continued
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Issuer by the Trustee by registered mail, or to the Issuer and the
Trustee by the Holders of at least 25 percent in aggregate principal
amount of the Securities of such series then Outstanding; or

(e) without the consent of the Issuer a court having
jurisdiction shall enter an order for relief with respect to the Issuer
under the Bankruptcy Code or without the consent of the Issuer a court
having jurisdiction shall enter a judgement, order or decree adjudging
the Issuer a bankrupt or insolvent, or enter an order for relief for
reorganization, arrangement, adjustment or composition of or in respect
of the Issuer under the Bankruptcy Code or applicable state insolvency
law and the continuance of any such judgment, order or decree is
unstayed and in effect for a period of 60 consecutive days; or

(f) the Issuer shall institute proceedings for entry of an
order for relief with respect to the Issuer under the Bankruptcy Code
or for an adjudication of insolvency, or shall consent to the
institution of bankruptcy or insolvency proceedings against it, or
shall file a petition seeking, or seek or consent to reorganization,
arrangement, composition or relief under the Bankruptcy Code or any
applicable state law, or shall consent to filing of such petition or to
the appointment of a receiver, custodian, liquidator, assignee,
trustee, sequestrator or similar official of the Issuer or of
substantially all of its property, or the Issuer shall make a general
assignment for the benefit of creditors as recognized under the
Bankruptcy Code; or

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<PAGE> 29

on which it would otherwise have become due and payable, or any default
in payment of such Indebtedness (after the expiration of any applicable
grace periods and the presentation of any debt instruments, if
required), if the aggregate amount of all such Indebtedness which has
been so accelerated and with respect to which there has been such a
default in payment shall exceed $50,000,000, without each such default
and acceleration having been rescinded or annulled within a period of
30 days after there shall have been given to the Issuer by the Trustee
by registered mail, or to the Issuer and the Trustee by the Holders of
at least 25 percent in aggregate principal amount of the Securities of
such series then Outstanding, a written notice specifying each such
default and requiring the Issuer to cause each such default and
acceleration to be rescinded or annulled and stating that such notice
is a "Notice of Default" hereunder, or

(h) any other Event of Default provided with respect to the
Securities of such series.

If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the unpaid principal amount (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all the
Securities of such series and the interest, if any, accrued thereon to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that, if at any time after the
unpaid principal amount (or such specified amount) of the Securities of such
series shall have been so declared due and payable and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, upon all of
the Securities of such series and the principal of any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, if any, to the extent that payment
of such interest is enforceable under applicable law and on such principal at
the rate borne by the Securities of such series to the date of such payment or
deposit) and the reasonable compensation, disbursements, expenses and advances
of the Trustee, its agents, attorneys and counsel, and any and all defaults
under this Indenture, other than the nonpayment of such portion of the principal
amount of and accrued interest, if any, on Securities of such series which shall
have become due by acceleration, shall have been cured or shall have been waived
in accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor -- then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon. If any Event of Default with respect to the
Issuer specified in Section 5.1(e) or 5.1(f) occurs, the unpaid principal amount
(or, if the Securities of any series then Outstanding are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of each such series) and accrued interest on all Securities of each
series then Outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act by the Trustee or any
Securityholder.

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

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<PAGE> 30

SECTION 5.2 Payment of Securities on Default, Suit Therefor. The Issuer
covenants that (a) if default shall be made in the payment of any installment of
interest upon any of the Securities of any series then Outstanding as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days, or (b) if default shall be made in the payment of the
principal of any of the Securities of such series as and when the same shall
have become due and payable, whether at maturity of the Securities of such
series or upon redemption or by declaration or otherwise -- then, upon demand of
the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders
of the Securities, the whole amount that then shall have become due and payable
on all such Securities of such series for principal or interest, if any, or
both, as the case may be, with interest upon the overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) upon
the overdue installments of interest, if any, at the rate borne by the
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred by
the Trustee hereunder other than through its negligence or bad faith.

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

If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect, or if a receiver or trustee or similar official
shall have been appointed for the property of the Issuer or such other obligor,
or in the case of any other similar judicial proceedings relative to the Issuer
or other obligor upon the Securities of such series, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities of such 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 pursuant to the provisions of
this Section 5.2, shall be entitled and empowered by intervention in such
proceedings or otherwise to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of the
Securities of such series, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Securityholders
allowed in such judicial proceedings relating to the Issuer or any other obligor
on the Securities of such series, its or their creditors, or its or their
property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses, and any receiver, assignee or trustee or similar
official in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, if the Trustee shall
consent to the making of such payments directly to the Securityholders, to pay
to the Trustee any amount due it for compensation and expenses, including
counsel fees incurred by it up to the date of such distribution. To the extent
that such payment of reasonable compensation, expenses and counsel fees out of
the estate in any such proceedings shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, moneys, securities and other property which the
Holders of the Securities of such series may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or
arrangement or otherwise.

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<PAGE> 31

All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of the
Securities of the series in respect of which such judgment has been recovered.

SECTION 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities of
any series then Outstanding shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of such series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

SECOND: If the principal of the Outstanding Securities of such
series shall not have become due and be unpaid, to the payment of
interest, if any, on the Securities of such series, in the order of the
maturity of the installments of such interest, if any, with interest
(to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest, if any, at the rate borne by
the Securities of such series, such payment to be made ratably to the
Persons entitled thereto;

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

FOURTH: To the payment of any surplus then remaining to the
Issuer, its successors or assigns, or to whomsoever may be lawfully
entitled to receive the same.

No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to which
it relates, or which in any manner shall have been kept alive after maturity by
an extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the consent
or approval of the Issuer shall be entitled, in case of a default hereunder, to
any benefit of this Indenture, except after prior payment in full of the
principal of all Securities of any series then Outstanding and of all claims for
interest not so transferred, pledged, kept alive, extended, purchased or funded.

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the continuance thereof, as hereinbefore provided, and unless the Holders of not
less than 25 percent in aggregate principal amount of the Securities of such
series then Outstanding shall have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding, it being understood and intended, and being
expressly covenanted by the Holder of every Security of such series with every
other taker and Holder and the Trustee, that no one or more Holders of
Securities of such series shall have any right in any manner whatever by virtue
of or by availing of any provision of this Indenture or of the Securities to
affect, disturb or prejudice the rights of any other Holder of such Securities
of such series, or to obtain or seek to obtain priority over or preference as to
any other such Holder, or to enforce any right under this Indenture or the
Securities, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of such series.

Notwithstanding any other provisions in this Indenture, but subject to
Article Fourteen, the right of any Holder of any Security to receive payment of
the principal of and interest, if any, on such Security, on or after the
respective due dates expressed in such Security, or, if applicable, to convert
such Security as provided in Article Thirteen, or to institute suit for the
enforcement of any such payment on or after such respective dates or for the
enforcement of any such right to convert shall not be impaired or affected
without the consent of such Holder.

SECTION 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceedings in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

SECTION 5.6 Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

SECTION 5.7 Direction of Proceedings; Waiver of Defaults by Majority of
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding 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 Securities of such series; provided, however, that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee shall determine upon advice of counsel that
the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, its executive committee, or a trust
committee of directors or Responsible Officers or both shall determine that the
action or proceeding so directed would involve the Trustee in personal
liability. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding may on behalf of the Holders of all of
the Securities of such series waive any past default or Event of Default
hereunder and its consequences except a

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default in the payment of interest, if any, on, or the principal of, the
Securities of such series. Upon any such waiver the Issuer, the Trustee and the
Holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively, but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 5.7, said default or Event of
Default shall for all purposes of the Securities and this Indenture be deemed to
have been cured and to be not continuing.

SECTION 5.8 Notice of Defaults. The Trustee shall, within 90 days after
the occurrence of a default, with respect to Securities of any series then
Outstanding, mail to all Holders of Securities of such series, as the names and
the addresses of such Holders appear upon the Security register, notice of all
defaults known to the Trustee with respect to such series, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 5.8 being hereby defined to be the events specified
in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of Section 5.1, not
including periods of grace, if any, provided for therein and irrespective of the
giving of the written notice specified in said clause (d) or (g) but in the case
of any default of the character specified in said clause (d) or (g) no such
notice to Securityholders shall be given until at least 60 days after the giving
of written notice thereof to the Issuer pursuant to said clause (d) or (g), as
the case may be); provided, however, that, except in the case of default in the
payment of the principal of or interest, if any, on any of the Securities, or in
the payment or satisfaction of any sinking fund or other purchase obligation,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or Responsible Officers or both of the Trustee in good faith determine that the
withholding of such notice is in the best interests of the Securityholders.

SECTION 5.9 Undertaking to Pay 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 an undertaking to pay the cost 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 5.9 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Securityholder
or group of Securityholders, holding in the aggregate more than ten percent in
principal amount of the Securities of any series then Outstanding, or to any
suit instituted by any Securityholders for the enforcement of the payment of the
principal of, or interest, if any, on any Security against the Issuer on or
after the due date expressed in such Security or for the enforcement of the
right to convert any Security in accordance with Article Thirteen.

SECTION 5.10 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceedings 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 in respect of which such
judgment has been recovered.

SECTION 5.11 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Issuer (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.

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ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

(a) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving
of all such Events of Default with respect to such series which may
have occurred:

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

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

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

None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

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SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

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

(b) any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officer's Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer;

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

(d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Section 5.1), unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

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

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

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer or the Trustee in its individual or any
other capacity, may become the owner or pledgee

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of Securities with the same rights it would have if it were not the Trustee or
such agent and, subject to Sections 6.8 and 6.13, may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer with
the same rights it would have if it were not the Trustee or such agent.

SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim or liability in the premises. The obligations
of the Issuer under this Section 6.6 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder, shall survive the satisfaction and discharge
of this Indenture or the resignation or removal of the Trustee and shall not be
subordinate to the payment of the Senior Indebtedness pursuant to Article
Fourteen. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.
When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1 or in connection with Article Five hereof,
the expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the services in connection therewith are intended to constitute
expenses of administration under any bankruptcy law.

SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

SECTION 6.8 Qualification of Trustee; Conflicting Interests. (a) If the
Trustee has or shall acquire any conflicting interest (as defined in subsection
(c)), then within 90 days after ascertaining that it has such conflicting
interest, and if the default (as defined in subsection (c)) to which such
conflicting interest relates has not been cured or duly waived or otherwise
eliminated before the end of such 90-day period, the Trustee shall either
eliminate such conflicting interest or, except as otherwise provided below,
resign, and the Issuer shall take prompt steps to have a successor appointed in
the manner provided in Section 6.10.

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(b) If the Trustee shall fail to comply with the provisions of
subsection (a), the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice of such failure to the Securityholders in the
manner and to the extent provided in Section 4.4 and, subject to the provisions
of Section 5.9, unless the Trustee's duty to resign is stayed as provided below,
any Securityholder who has been a bona fide holder of Securities 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, and the
appointment of a successor, if the Trustee fails, after written request thereof
by such Securityholder, to comply with the provisions of subsection (a).

(i) the default under this Indenture may be cured or
waived during a reasonable period and under the procedures
described in such application, and

(ii) a stay of the Trustee's duty to resign will not
be inconsistent with the interests of Holders of the
Securities.

The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of a
successor trustee in accordance with the provisions of Section 6.10 and such
successor's acceptance of such an appointment.

(c) For the purposes of this Section 6.8, the Trustee shall be deemed
to have a conflicting interest with respect to Securities of any series if the
Securities of such series are in default (as determined in accordance with the
provisions of Section 5.1, but exclusive of any period of grace or requirement
of notice) and

(i) the Trustee is trustee under this Indenture with respect
to the Outstanding Securities of any other series or is a trustee under
another indenture under which any other securities, or certificates of
interest or participation in any other securities, of the Issuer are
outstanding, unless such other indenture is a collateral trust
indenture under which the only collateral consists of Securities issued
under this Indenture; provided that there shall be excluded from the
operation of this paragraph, (A) the Indenture dated as of April 1,
1986, relating to the Issuer's $100,000,000 aggregate principal amount
of 6.5% Convertible Subordinated Debentures Due 2011 and (B) this
Indenture with respect to the Securities of any other series and there
shall also be so excluded any other indenture or indentures under which
other securities, or certificates of interest or participation in other
securities, of the Issuer are outstanding if (x) this Indenture is and,
if applicable, this Indenture and any series issued pursuant to this
Indenture and such other indenture or indentures are wholly unsecured
and rank equally, and such other indenture or indentures are hereafter
qualified under the Trust Indenture Act of 1939, unless the Commission
shall have found and declared by order pursuant to Section 305(b) or
Section 307(c) of the Trust Indenture Act of 1939, that differences
exist between the provisions of this Indenture with respect to
Securities of such series and one or more other series, or the
provisions of this Indenture and the provisions of such other indenture
or indentures which are so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such
under this Indenture with respect to Securities of such series and such
other series, or under this Indenture or such other indenture or
indentures, or (y) the Issuer shall have sustained the burden of
proving, on application to the Commission and after opportunity for
hearing thereon, that trusteeship under this Indenture with

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respect to Securities of such series and such other series, or under
this Indenture and such other indenture or indentures is not so likely
to involve a material conflict of interest as to make it necessary in
the public interest or for the protection of investors to disqualify
the Trustee from acting as such under this Indenture with respect to
Securities of such series and such other series, or under this
Indenture and such other indentures;

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

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

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

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

(viii) the Trustee is the beneficial owner of or holds as
collateral security for an obligation which is in default, 10% or more
of any class of security of any person who, to the knowledge of the
Trustee, owns 50% or more of the voting securities of the Issuer;

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conflicting interest under paragraphs (vi), (vii) or (viii) of this
subsection. As to any such securities of which the Trustee acquired
ownership through becoming executor, administrator, or testamentary
trustee of an estate which included them, the provisions of the
preceding sentence shall not apply, for a period of two years from the
date of such acquisition, to the extent that such securities included
in such estate do not exceed 25% of such voting securities or 25% of
any such class of security. Promptly after the dates of any such
default and annually in each succeeding year that the Securities remain
in default, the Trustee shall make a check of its holdings of such
securities in any of the above-mentioned capacities as of such dates.
If the Issuer fails to make payment in full of principal of or interest
on any of the Securities when and as the same becomes due and payable,
and such failure continues for 30 days thereafter, the Trustee shall
make a prompt check of its holdings of such Securities in any of the
above-mentioned capacities as of the date of the expiration of such
30-day period, and after such date, notwithstanding the foregoing
provisions of this paragraph, all such Securities so held by the
Trustee, with sole or joint control over such Securities vested in it,
shall, but only so long as such failure shall continue, be considered
as though beneficially owned by the Trustee for the purposes of
paragraphs (vi), (vii) and (viii) of this subsection; or

(x) except under the circumstances described in paragraphs
(1), (3), (4), (5) or (6) of Section 6.13(b), the Trustee shall be or
shall become a creditor of the Issuer.

For purposes of subsection (c)(i), the term "series of
securities" or "series" means a series, class or group of securities
issuable under an indenture pursuant to whose terms holders of one such
series may vote to direct the Trustee, or otherwise take action
pursuant to a vote of such holders, separately from holders of another
such series: provided, that "series of securities" or "series" shall
not include any series of securities issuable under an indenture if all
such series rank equally and are wholly unsecured.

The specification of percentages in subsections (c)(v) to
(ix), inclusive, of this Section 6.8 shall not be construed as
indicating that the ownership of such percentages of the securities of
a person is or is not necessary or sufficient to constitute direct or
indirect control for the purposes of subsections (c)(iii) or (vii) of
this Section 6.8.

For the purposes of subsections (c)(vi), (vii), (viii) and
(ix) of this Section 6.8, only,

(i) the terms "security" and "securities" shall
include only such securities as are generally known as
corporate securities, but shall not include any note or other
evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust
companies, or banking firms, or any certificate of interest or
participation in any such note or evidence of indebtedness;

(ii) an obligation shall be deemed to be in
default when a default in payment of principal shall
have continued for 30 days or more and shall not have
been cured; and

(iii) the Trustee shall not be deemed to be
the owner or holder of (x) any security which it
holds as collateral security, as trustee or
otherwise, for an obligation which is not in default
as defined in clause (ii) above, or (y) any security
which it holds as collateral security under this
Indenture, irrespective of any default hereunder, or
(z) any security which it holds as agent for
collection, or as custodian, escrow agent, or
depositary, or in any similar representative
capacity.

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Except as provided above, the word "security" or "securities"
as used in this Section 6.8 shall mean any note, stock, treasury stock,
bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas or
other mineral rights, or, in general, any interest or instrument
commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any of
the foregoing.

(d) For purposes of this Section 6.8:

(i) the term "underwriter" when used with reference to the
Issuer shall mean every person who, within a one year period prior to
the time as of which the determination is made, was an underwriter of
any security of the Issuer outstanding at the time of the
determination;

(ii) the term "director" shall mean any director of a
corporation or any individual performing similar functions with respect
to any organization whether incorporated or unincorporated;

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

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

(v) the term "Issuer" shall mean any obligor upon the
Securities; and

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

(e) The percentages of voting securities and other securities specified
in this Section 6.8 shall be calculated in accordance with the following
provisions:

(i) a specified percentage of the voting securities of the
Trustee, the Issuer or any other person referred to in this Section 6.8
(each of whom is referred to as a "person" in this paragraph) means
such amount of the outstanding voting securities of such person as
entitles the holder or holders thereof to cast such specified
percentage of the aggregate votes which the holders of all the
outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person;

(ii) a specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities of
the class outstanding;

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

(A) securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;

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

(C) securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to
principal or interest or otherwise; and

(D) securities held in escrow if placed in escrow by
the issuer thereof;

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

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

SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any state or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by federal,
state or District of Columbia authority, or a corporation or other Person
permitted to act as trustee by the Commission. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.9, 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. No obligor upon the Securities or any
Affiliate of such obligor shall serve as Trustee upon the Securities. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.9, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.10.

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the successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.9, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

(i) the Trustee shall fail to comply with the provisions of
Section 6.8 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at
least six months; or

(ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.9 and shall fail to resign after written
request therefor by the Issuer or by any such Securityholder; or

(iii) the Trustee shall become incapable of acting with
respect to any series of Securities, or shall be adjudged a bankrupt or
insolvent, or a receiver or liquidator of the Trustee or of its
property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.9, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such

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successor trustee, the Issuer shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
6.6.

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

Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to give such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Issuer.

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

SECTION 6.13 Preferential Collection of Claims Against the Issuer. (a)
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Issuer
within three months prior to a default, as defined in subsection (c) of this
Section 6.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and

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hold in a special account for the benefit of the Trustee individually, the
Holders of the Securities and the holders of other indenture securities (as
defined in this Section 6.13):

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

(2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor, or in satisfaction
or composition thereof, or otherwise, after the beginning of such three
month period, or an amount equal to the proceeds of any such property,
if disposed of, subject, however, to the rights, if any, of the Issuer
and its other creditors in such property or such proceeds.

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

(A) to retain for its own account (i) payments made on account
of any such claim by any Person (other than the Issuer) who is liable
thereon, (ii) the proceeds of the bona fide sale of any such claim by
the Trustee to a third Person, and (iii) distributions made in cash,
securities or other property in respect of claims filed against the
Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Code or applicable state law;

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

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

(D) to receive payment on any claim referred to in paragraph
(B) or (C), against the release of any property held as security for
such claim as provided in such paragraph (B) or (C), as the case may
be, to the extent of the fair value of such property.

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

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special account and before crediting to the respective claims of the Trustee,
such Securityholders and the holders of other indenture securities dividends on
claims filed against the Issuer in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Bankruptcy Code or applicable state law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and from
the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Bankruptcy Code or applicable
state law, whether such distribution is made in cash, securities or other
property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, such Securityholders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and the proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, such Securityholders and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

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

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

(b) There shall be excluded from the operation of this Section 6.13 a
creditor relationship arising from:

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

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

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

(4) an indebtedness created as a result of services rendered
or premises rented or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c)(2)
of this Section 6.13;

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

(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c)(3) of this Section 6.13.

(1) the term "default" shall mean any failure to make payment
in full of the principal of or interest on any of the Securities when
and as such principal or interest becomes due and payable;

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

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

(4) the term "Issuer" shall mean any obligor upon the
Securities.

Section 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to 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 for such series and a certificate of authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any state or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer. The

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Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Issuer.

Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. 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 Securityholders 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 Securityholders 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 Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article Seven.

SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

(a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of
deeds or administer oaths that the person executing such instruments
acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or other such
officer. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also
constitute sufficient proof of the authority of the person executing
the same.

(b) The ownership of Securities shall be proved by the
Security register or by a certificate of the Security registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the Person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest, if any, on such
Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.

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SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Affiliate of the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee knows are 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 Issuer or any other obligor upon the Securities or any Affiliate of
the Issuer or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the
Trustee, the Issuer shall furnish to the Trustee promptly an Officer's
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described Persons;
and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept
such Officer's Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security, provided that such revocation shall not become effective until
three business days after such filing. Except as aforesaid any such action taken
by the Holder of any Security shall be conclusive and binding upon such Holder
and upon all future Holders and owners of such Security and of any Securities
issued in exchange or substitution therefor or on registration of transfer
thereof irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.

SECTION 7.6 Record Date for Consents and Waivers. The Issuer may, but
shall not be obligated to, direct the Trustee to establish a record date for the
purpose of determining the Persons entitled to (i) waive any past default with
respect to the Securities of such series in accordance with Section 5.7 of this
Indenture, (ii) consent to any supplemental indenture in accordance with Section
8.2 of this Indenture, or (iii) waive compliance with any term, condition or
provision of any covenant hereunder. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and any such Persons, shall
be entitled to waive any such past default, consent to any such supplemental
indenture or waive compliance with any such term, condition or provision,
whether or not such Holder remains a Holder after such record date; provided,
however, that unless such waiver or consent is obtained from the Holders, or
duly designated proxies, of the requisite principal amount of Outstanding
Securities of such series prior to the date which is the 180th day after such
record date, any such waiver or consent previously given shall automatically and
without further action by any Holder be cancelled and of no further effect.

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ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of the Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following purposes:

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

(b) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as the Issuer and the
Trustee shall consider to be for the protection of the Holders of all
or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the protection of less than all
series of Securities, stating that the same are expressly being
included solely for the protection of such series), and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event
of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that
in respect of any such additional covenant, restriction, condition or
provision such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the
remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of
Default;

(c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make any other provisions as
the Issuer may deem necessary or desirable, provided that no such
action shall adversely affect the interests of the Holders of the
Securities;

(d) to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 2.3 and to provide for adjustment of
conversion rights pursuant to Section 13.5; and

(e) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee,
pursuant to the requirements of Section 6.11.

The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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Any supplemental indenture authorized by the provisions of this Section
8.1 may be executed without the consent of the Holders of any of the Securities
then Outstanding, notwithstanding any of the provisions of Section 8.2.

SECTION 8.2 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding of any series affected by such supplemental indenture, the Issuer,
when authorized by a resolution of the Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of such series; provided, that no such supplemental indenture
shall (a) extend the final maturity of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest, if
any, thereon (or, in the case of an Original Issue Discount Security, reduce the
rate of accrual of original issue discount thereon), or reduce or alter the
method of computation of any amount payable on redemption, repayment or purchase
by the Company thereof (or the time at which any such redemption, repayment or
purchase may be made), or make the principal thereof (including any amount in
respect of original issue discount), or interest, if any, thereon payable in any
coin or currency other than that provided in the Securities or in accordance
with the terms of the Securities, or reduce the portion of the principal amount
of an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 or the amount
thereof provable in bankruptcy pursuant to Section 5.2 or impair or affect the
right of any Securityholder to institute suit for the payment or conversion
thereof or materially and adversely affect the right to convert the Securities
in accordance herewith or, if the Securities provide therefor, any right of
repayment or purchase at the option of the Securityholder, in each case without
the consent of the Holder of each Security so affected, or (b) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected. No consent of any Holder of any
Security shall be necessary under this Section 8.2 to permit the Trustee and the
Issuer to execute supplemental indentures pursuant to Sections 8.1, 9.2 and
13.5.

Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
register. Any failure of the Issuer to give such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes and every Holder of Securities of each series affected thereby
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

SECTION 8.4 Documents to be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2 shall be entitled to receive an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture.

SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

SECTION 8.6 Subordination Unimpaired. This Indenture may not be amended
to alter the subordination of any Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

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consolidation or merger, or to which such sale, lease, exchange or other
disposition shall have been made, shall be a corporation organized under the
laws of the United States of America, any state thereof or the District of
Columbia; and (c) the due and punctual payment of the principal of and interest,
if any, on all 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 Issuer, shall be expressly assumed and the
conversion rights, if any, shall be provided for in accordance with this
Indenture, by supplemental indenture satisfactory in form to the Trustee
executed and delivered to the Trustee, by the corporation (if other than the
Issuer) formed by such consolidation, or into which the Issuer shall have been
merged, or by the corporation which shall have acquired or leased such property.

SECTION 9.2 Successor Corporation to be Substituted. In case of any
such consolidation, merger, sale, lease, exchange or other disposition and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, such successor
corporation shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named herein as the party of the first part, and the
Issuer (including any intervening successor to the Issuer which shall have
become the obligor hereunder) shall be relieved of any further obligation under
this Indenture and the Securities; provided, however, that in the case of a
lease of the property and assets of the Issuer (including any such intervening
successor), the Issuer (including any such intervening successor) shall continue
to be liable on its obligations under this Indenture and the Securities to the
extent, but only to the extent, of liability to pay the principal of and
interest, if any, on the Securities at the time, places and rate prescribed in
this Indenture and the Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Issuer, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor corporation instead of the Issuer 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 Issuer to the Trustee for
authentication, and any Securities which such successor corporation 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.

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

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case, the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer, then this Indenture shall cease to be of further
effect, and the Trustee, on demand of the Issuer accompanied by an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the satisfaction and discharge contemplated by this
provision have been complied with, and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction and discharging
this Indenture. The Issuer agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred, and to compensate the
Trustee for any services thereafter reasonably and properly rendered, by the
Trustee in connection with this Indenture or the Securities.

(B) If at any time (a) the Issuer shall have paid or caused to be paid
the principal of and interest, if any, on all the Securities of any series
Outstanding (other than Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.9)
as and when the same shall have become due and payable, or (b) the Issuer shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.9), or (c) in the case of any series of Securities with respect to
which the exact amount described in clause (ii) below can be determined at the
time of making the deposit referred to in such clause (ii), (i) all the
Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be
deposited with the Trustee as funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of Securities of such
series, cash in an amount (other than moneys repaid by the Trustee or any Paying
Agent to the Issuer in accordance with Section 10.4) or direct obligations of
the United States of America, backed by its full faith and credit ("U.S.
Government Obligations"), maturing as to principal and interest, if any, at such
times and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal of and interest, if any, on
all Securities of such series on each date that such principal or interest, if
any, is due and payable, and (B) any mandatory sinking fund payments on the
dates on which such payments are due and payable in accordance with the terms of
this Indenture and the Securities of such series; then the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such series on the date of the deposit referred to in clause (ii) above and
the provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect (except, in the case of clause (c) of this Section
10.1(B), as to (i) rights of registration of transfer and exchange of Securities
of such series, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities of such series, (iii) rights of Holders of Securities of such
series to receive payments of principal thereof and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations, duties
and immunities of the Trustee hereunder, (v) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them, (vi) the
obligations of the Issuer under Section 3.3 with respect to Securities of such
series and (vii) the obligations of the Issuer under Article Thirteen) and the
Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated by
this provision have been complied with, and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging the same.

(C) The following provisions shall apply to the Securities of each
series (other than Securities that are convertible into Common Stock) unless
specifically otherwise provided in a Board Resolution, Officer's Certificate or
indenture supplemental hereto provided pursuant to Section 2.3. In addition to
discharge of this Indenture pursuant to the next preceding paragraph, in the
case of any series of Securities with respect to which the exact amount
described in subparagraph (a) below can be determined at the time of making the
deposit referred to in such subparagraph (a), the Issuer shall be deemed to have
paid and discharged the entire

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indebtedness on all the Securities of such a series on the 91st day after the
date of the deposit referred to in subparagraph (a) below, and the provisions of
this Indenture with respect to the Securities of such series shall no longer be
in effect (except as to (i) rights of registration of transfer and exchange of
Securities of such series, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Securities of such series, (iii) rights of Holders of Securities
of such series to receive payments of principal thereof and interest, if any,
thereon upon the original stated due dates therefor (but not upon acceleration),
and remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations, duties
and immunities of the Trustee hereunder, (v) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them, (vi) the
obligations of the Issuer under Section 3.3 with respect to Securities of such
series and (vii) the obligations of the Issuer under Article Thirteen) and the
Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated by
this provision have been complied with, and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging the same, if

(b) such deposit will not result in a breach or violation of,
or constitute a default under, any agreement or instrument to which
the Issuer is a party or by which it is bound; and

(c) the Issuer has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling or
(y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect
that, and such opinion shall confirm that, the Holders of the
Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount
and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 10.1 shall be held in trust, and
such moneys and all moneys from such U.S. Government Obligations shall be
applied by it to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which such
moneys and U.S. Government Obligations have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest, if any, but
such moneys need not be segregated from other funds except to the extent
required by law. The Trustee and any Paying Agent shall promptly pay to the
Issuer, upon the written request of the Issuer, any excess moneys or U.S.
Government Obligations held by them at any time, including all moneys deposited
with the Trustee pursuant to Section 10.1(B) and held by it or any Paying Agent
for the payment of Securities subsequently converted.

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SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
Paying Agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, if any, shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such Paying Agent, and the Holder of the Securities of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of the
Trustee or any Paying Agent with respect to such moneys shall thereupon cease.

SECTION 10.5 Indemnity for U.S. Government Obligations. The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to
Section 10.1 or the principal or interest received in respect of such
obligations.

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer, or any partner of the Issuer or of
any successor, either directly or through the Issuer 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 11.2 Provisions of Indenture for the Sole Benefit of Parties
and Holders of Senior Indebtedness and of Securities. Nothing in this Indenture
or in the Securities, expressed or implied, shall give or be construed to give
to any Person, other than the parties hereto and their successors and the
holders of Senior Indebtedness and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors, the holders of the Senior
Indebtedness and the Holders of the Securities.

SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

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Corporation International, 1929 Allen Parkway, P. 0. Box 130548, Houston, Texas
77019, Attention: Secretary. Any notice, direction, request or demand by the
Issuer or any Holder of Securities to or upon the Trustee shall be deemed to
have been sufficiently given or served by being deposited postage prepaid, first
class mail (except as otherwise specifically provided herein) addressed (until
another address of the Trustee is filed by the Trustee with the Issuer) to Chase
Bank of Texas, National Association, 600 Travis Street, 11th Floor, Houston,
Texas 77002, Attention: Vice President, Corporate Trust Department.

Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. 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 11.5 Officer's Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, or as
required pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

Each certificate or opinion provided for in this Indenture (other than
a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) 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, (c) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or not such covenant or condition has been complied with, and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has
been complied with.

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

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

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security or the last date for conversion of any Security shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest, if any, or principal need not be made on such
date and such conversion need not be made by such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, purchase or repayment or the
last date of such conversion, and, in the case of payment, no interest shall
accrue for the period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF TEXAS, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE OR APPLICABLE FEDERAL LAW.

SECTION 11.9 Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

SECTION 11.10 Effect of Headings. The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series or to any Securities of any series which may be purchased at the option
of the Holder upon a Change in Control, except as otherwise specified, as
contemplated by Section 2.3 for Securities of such series.

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The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest, if any, (or, in the
case of Original Issue Discount Securities, original issue discount) accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest, if any, thereon or on the portions thereof to
be redeemed (or, in the case of Original Issue Discount Securities, original
issue discount) will cease to accrue and, if applicable, shall also specify the
Conversion Price then in effect and the date on which the right to convert such
Securities or the portions thereof to be redeemed will expire. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the Trustee
or with one or more Paying Agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.5) an
amount of money sufficient to redeem on the redemption date all the Outstanding
Securities of such series so called for redemption (other than those theretofore
surrendered for conversion into Common Stock and deemed not to be Outstanding
hereunder) at the appropriate redemption price, together with accrued interest,
if any, to the date fixed for redemption on all the Outstanding Securities of
such series so called for redemption (other than those theretofore surrendered
for conversion into Common Stock and deemed not to be Outstanding hereunder). If
any Security called for redemption is converted pursuant hereto, any moneys
deposited with the Trustee or any Paying Agent or so segregated and held in
trust for the redemption of such Security shall be paid to the Issuer upon the
Issuer's request, or, if then held by the Issuer, shall be discharged from such
trust. The Issuer will deliver to the Trustee at least 30 days prior to the date
fixed for redemption (unless a shorter notice shall be satisfactory to the
Trustee) an Officer's Certificate stating the aggregate principal amount of
Securities to be redeemed. In case of a redemption at the election of the Issuer
prior to the expiration of any restriction on such redemption, the Issuer shall
deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officer's Certificate stating that such
restriction has been complied with.

If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security

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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. If any Security selected
for partial redemption is surrendered for conversion after such selection, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Upon any redemption of less than all the
Securities of a series, for purposes of selection for redemption the Issuer and
the Trustee may treat as Outstanding Securities surrendered for conversion
during the period of 15 days next preceding the mailing of a notice of
redemption, and need not treat as Outstanding any Security authenticated and
delivered during such period in exchange for the unconverted portion of any
Security converted in part during such period.

SECTION 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place or places stated in such notice at the applicable redemption price,
together with interest, if any, accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest, if any, accrued to
said date) interest (or, in the case of Original Issue Discount Securities,
original issue discount) on the Securities or portions of Securities so called
for redemption shall cease to accrue, and such Securities shall cease from and
after the date fixed for redemption (unless an earlier date shall be specified
in a Board Resolution, Officer's Certificate or executed supplemental indenture
referred to in Sections 2.1 and 2.3 by or pursuant to which the form and terms
of the Securities of such series were established) to be convertible into Common
Stock and, except as provided in Sections 6.5 and 10.4, to be entitled to any
other benefit or security under this Indenture, and the Holders thereof shall
have no right in respect of such Securities except the right to receive the
redemption price thereof and unpaid interest to the date fixed for redemption.
On presentation and surrender of such Securities at a place of payment specified
in said notice, said Securities or the specified portions thereof shall be paid
and redeemed by the Issuer at the applicable redemption price, together with
interest, if any, accrued thereon to the date fixed for redemption; provided
that payment of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security, and such Security shall remain convertible
into Common Stock until the redemption price of such Security (together with
such interest thereon) shall have been paid or duly provided for.

Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof at the expense of the Issuer, a new Security or Securities
of such series and of like tenor, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) a Person specifically identified in such written statement as
an Affiliate of the Issuer.

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Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for Securities (not
previously so credited) converted into Common Stock and so delivered to the
Trustee for cancellation, (c) receive credit for optional sinking fund payments
(not previously so credited) made pursuant to this Section 12.5, or (d) receive
credit for Securities of such series (not previously so credited) redeemed by
the Issuer through any optional redemption provision contained in the terms of
such series. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such
Securities.

On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such series and the basis for such credit, (b) stating that none of the
Securities of such series to be so credited has theretofore been so credited,
(c) stating that no defaults in the payment of interest or Events of Default
with respect to such series have occurred (which have not been waived or cured
or otherwise ceased to exist) and are continuing, and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer's Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day, to deliver such Officer's
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such series in respect
thereof, and (ii) that the Issuer will make no optional sinking fund payment
with respect to such series as provided in this Section 12.5.

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Securities of such series in part at the option of the Issuer. The amount of any
sinking fund payments not so applied or allocated to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
for such series and, together with such payment, shall be applied in accordance
with the provisions of this Section 12.5. Any and all sinking fund moneys held
on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of and interest, if any, on, the Securities of such series at
maturity.

The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the giving of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.7 or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section 12.5 to the redemption of such Securities.

SECTION 12.6 Purchase of Securities at Option of the Holder upon Change
in Control. (a) If on or prior to maturity, there shall have occurred a Change
in Control (as defined herein), the Securities shall be purchased, at the option
of the holder thereof, by the Company at the purchase price specified in the
Securities (the "Change in Control Purchase Price"), on the date that is 35
Business Days after the occurrence of the Change in Control (the "Change in
Control Purchase Date"), subject to Article Fourteen and satisfaction by or on
behalf of the holder of the requirements set forth in Section 12.6(c).

A "Change in Control" shall be deemed to have occurred at such time as
any of the following events shall occur:

(i) Any person (for purposes of paragraph (i) of this Section
12.6 only, the term "person" shall mean a "person" as defined in or for
purposes of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act of
1934 (as defined herein), or any successor provision to either of the
foregoing, including any "group" acting for the purpose of acquiring,
holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act of 1934), together with its
Affiliates and Associates (as defined herein), shall file a report
under or in response to Schedule 13D or 14D-1 (or any successor
schedule, form or report) pursuant to the Exchange Act of 1934
disclosing that such person has become the beneficial owner (as the
term "beneficial owner" is defined in Rule 13(d)(3) under the Exchange
Act of 1934, or any successor provision) of either (A) 50% or more of
the shares of Common Stock then outstanding or (B) 50% or more of the
voting power of the Voting Stock (as defined herein) of the Company
then outstanding; provided, however, that for purposes of paragraph (i)
of this Section 12.6, a person shall not be deemed the beneficial owner
of (1) any securities tendered pursuant to a tender offer or exchange
offer made by or on behalf of such person, or its Affiliates or
Associates, until such tendered securities are accepted for purchase or
exchange thereunder, or (2) any securities in respect of which
beneficial ownership by such person arises solely as a result of a

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revocable proxy delivered in response to a proxy or consent
solicitation that is made pursuant to, and in accordance with, the
Exchange Act of 1934 and the applicable rules and regulations
thereunder and not then reportable on Schedule 13D (or any successor
schedule, form or report) under the Exchange Act of 1934.

(ii) There shall be consummated any sale, transfer, lease or
conveyance of all or substantially all of the properties and assets of
the Company to any other corporation or corporations or other person or
persons (other than a Subsidiary of the Company).

(iii) There shall be consummated any consolidation of the
Company with or merger of the Company with or into any other
corporation or corporations or entity or entities (whether or not
affiliated with the Company) in which the Company is not the sole
surviving or continuing corporation or pursuant to which the shares of
Common Stock outstanding immediately prior to the consummation of such
consolidation or merger are converted into cash, securities or other
property, other than a consolidation or merger in which the holders of
shares of Common Stock receive, directly or indirectly, (A) 75% or more
of the common stock of the sole surviving or continuing corporation
outstanding immediately following the consummation of such
consolidation or merger and (B) securities representing 75% or more of
the combined voting power of the Voting Stock of the sole surviving or
continuing corporation outstanding immediately following the
consummation thereof of such consolidation or merger.

"Exchange Act of 1934" shall mean the Securities Exchange Act
of 1934, as amended.

"Voting Stock" shall mean, with respect to any person, the
capital stock of such person having general voting power under ordinary
circumstances to elect at least a majority of the board of directors,
managers or trustees of such person (irrespective of whether or not at
the time capital stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

"Associate" shall have the meaning ascribed to such term in
Rule l2b-2 under the Exchange Act of 1934, as in effect on the date
hereof.

(b) Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law, including, without limitation, Rule 13e-4) and shall
cause a copy of such notice to be published at least once in the national
edition of The Wall Street Journal. The notice shall include or transmit a form
of Change in Control Purchase Notice (as described below) to be completed by the
holder and shall state:

(1) the events causing a Change in Control and the date of such
Change in Control;

(2) the date by which the Change in Control Purchase Notice
pursuant to this Section 12.6 must be given;

(3) the Change in Control Purchase Date;

(4) the Change in Control Purchase Price;

(5) the name and address of the Trustee and the office or
agency referred to in Section 3.3;

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(6) that the Securities must be surrendered to the Trustee
or the office or agency referred to in Section 3.3 to collect payment;

(7) that the Change in Control Purchase Price for any
Debenture as to which a Change in Control Purchase Notice has been
duly given and not withdrawn will be paid promptly following the later
of the Change in Control Purchase Date or the time of surrender of
such Securities as described in (6);

(8) the procedures the holder must follow to exercise rights
under this Section 12.6 and a brief description of those rights; and

(9) the procedures for withdrawing a Change in Control
Purchase Notice.

(c) A holder may exercise its rights specified in Section 12.6(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Trustee or to the office or agency referred to in Section 3.3 at any time
prior to the close of business on the Change in Control Purchase Date, stating:

(1) the certificate number or numbers of the Security or
Securities which the holder will deliver to be purchased;

(2) the portion of the principal amount of the Security or
Securities which the holder will deliver to be purchased, which
portion must be $1,000 or an integral multiple thereof; and

(3) that such Security or Securities shall be purchased on
the Change in Control Purchase Date pursuant to the terms and
conditions specified, in the Securities.

The delivery of the Securities, by hand or by registered mail prior to,
on or after the Change in Control Purchase Date (together with all necessary
endorsements), to the Trustee or to the office or agency referred to in Section
3.3 shall be a condition precedent to the obligation of the Company to pay to
the Holder the Change in Control Purchase Price therefor; provided, however,
that such Change in Control Purchase Price shall be so paid pursuant to this
Section 12.6 only if the Securities so delivered to the Trustee or such office
or agency shall conform in all respects to the description thereof set forth in
the related Change in Control Purchase Notice.

Notwithstanding anything herein to the contrary, any Holder delivering
to the Trustee or to the office or agency referred to in Section 3.3, the Change
in Control Purchase Notice contemplated by this Section 12.6(c) shall have the
right to withdraw such Change in Control Purchase Notice at any time prior to or
on the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Trustee or to such office or agency in accordance with Section
12.7.

SECTION 12.7 Effect of Change in Control Purchase Notice. Upon receipt
by the Company of the Change in Control Purchase Notice specified in Section
12.6(c), the Holder of the Securities in respect of which such Change in Control
Purchase Notice was given shall (unless such Change in Control Purchase Notice
is withdrawn as specified in the following paragraph) thereafter be entitled to
receive solely the Change in Control Purchase Price with respect to such
Securities. Such Change in Control Purchase Price shall be paid to such Holder
promptly following the later of (x) the Change in Control Purchase Date, as the
case may be, with respect to such Securities (provided the conditions in Section
12.6(c), as applicable, have been satisfied) and (y) the time of delivery of
such Securities to the Trustee or to the office or agency referred to in Section
3.2 by the holder thereof in the manner required by Section 12.6(c), as
applicable. Securities in respect of which a Change in Control Purchase Notice
has been given by the Holder thereof may not be converted into shares of Common
Stock on or after the date of the delivery of such Change in Control Purchase
Notice, unless

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such Change in Control Purchase Notice has first been validly withdrawn as
specified in the following paragraph.

A Change in Control Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Trustee or to the
office or agency referred to in Section 3.2 at any time prior to the close of
business on the Change in Control Purchase Date, specifying:

(1) the certificate number or numbers of the Security or
Securities in respect of which such notice of withdrawal is being
submitted;

(2) the principal amount of the Security or Securities with
respect to which such notice of withdrawal is being submitted; and

(3) the principal amount, if any, of such Security or
Securities which remains subject to the original Change in Control
Purchase Notice, and which has been or will be delivered for purchase
by the Company.

There shall be no purchase of any Securities pursuant to Section 12.6
if there has occurred and is continuing an Event of Default (other than a
default in the payment of the Change in Control Purchase Price).

SECTION 12.8 Deposit of Change in Control Purchase Price. Prior to
12:00 Noon (local time in the City of New York) on the business day following
the Change in Control Purchase Date, the Company shall deposit with the Trustee
(or, if the Company or a Subsidiary or an Affiliate of either of them is acting
as paying agent, shall segregate and hold in trust as provided in Section
3.5(b)) an amount of cash in immediately available funds or securities, if
expressly permitted hereunder, sufficient to pay the aggregate Change in Control
Purchase Price, of all the Securities or portions thereof which are to be
purchased. If a deposit is made with the Trustee of the aforesaid amount of cash
or securities, the Securities or portions thereof with respect to which a Change
in Control Purchase Notice has been delivered and not validly withdrawn shall
become due and payable as of the business day following the applicable Change in
Control Purchase Date, and on and after such date interest on such Securities
shall cease and all other rights of the holders thereof shall terminate, other
than the right to receive the Change in Control Purchase Price upon delivery of
such Securities to the Trustee.

SECTION 12.9 Covenant to Comply with Securities Laws upon Purchase of
Securities. In connection with any purchase of securities under Section 12.6
hereof, the Company shall (i) comply with Rule 13e-4, if applicable, (ii) file
the related Schedule 13E-4 (or any successor schedule, form or report) under the
Exchange Act of 1934, if applicable, and (iii) otherwise comply with all Federal
and state securities laws regulating the purchase of the Securities (including
positions of the Commission under applicable no-action letters) so as to permit
the rights and obligations under Section 12.6 to be exercised in the time and in
the manner specified in Sections 12.6 and 12.7.

SECTION 12.10 Repayment to the Company. The Trustee shall return to the
Company any cash, together with interest or dividends, if any, thereon (subject
to the provisions of Section 6.5) held by it for the payment of the Change in
Control Purchase Price of the Securities that remain unclaimed as provided in
the Securities; provided, however, that to the extent that the aggregate amount
of cash deposited by the Company any pursuant to Section 12.8 exceeds the
aggregate Change in Control Purchase Price of the Securities or portions thereof
to be purchased, then promptly after the Change in Control Purchase Date, the
Trustee shall return any such excess to the Company, together with interest or
dividends, if any, thereon (subject to the provisions of Section 6.5).

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ARTICLE THIRTEEN
CONVERSION OF SECURITIES

SECTION 13.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are convertible into
Common Stock or, if so provided in a Board Resolution, Officer's Certificate or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the form and terms of the Securities of such series were
established, cash in lieu thereof, as and as to the extent provided by the terms
of the Securities of such series

SECTION 13.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder of any Security to be converted shall surrender
such Security to the Conversion Agent at any time during usual business hours at
its office or agency maintained for the purpose as provided in this Indenture,
accompanied by a fully executed written notice, in substantially the form set
forth on the reverse of the Security, that the Holder elects to convert such
Security or a stated portion thereof constituting a multiple of $1,000 in
principal amount, and, if such Security is surrendered for conversion during the
period between the close of business on any record date for such Security and
the opening of business on the related interest payment date (or on such
interest payment date), accompanied also by payment of an amount equal to the
interest payable on such interest payment date on the portion of the principal
amount of the Security being surrendered for conversion. Such notice shall also
state the name or names (and address) in which the certificate or certificates
for shares of Common Stock shall be issued (or to whom payment in cash in lieu
of Common Stock shall be made). Securities surrendered for conversion shall (if
so required by the Issuer or the Conversion Agent) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Conversion Agent duly executed by, the Holder
or his attorney duly authorized in writing. As promptly as practicable after the
receipt of such notice and the surrender of such Security as aforesaid, the
Issuer shall, subject to the provisions of Section 13.7, issue and deliver at
such office or agency to such Holder, or on his written order, a certificate or
certificates for the surrender of full shares of Common Stock issuable on
conversion of such Security in accordance with the provisions of such Security
and cash as provided in Section 13.3, in respect of any fraction of a share of
Common Stock otherwise issuable upon such conversion or, if so provided in a
Board Resolution, Officer's Certificate or executed supplemental indenture
referred to in Sections 2.1 and 2.3 by or pursuant to which the form and terms
of the Securities of such series were established, cash in lieu of shares of
Common Stock. Such conversion shall be at the Conversion Price in effect, and
shall be deemed to have been converted immediately prior to the close of
business on the date (herein called the "Date of Conversion") on which such
notice in proper form shall have been received by the Conversion Agent and such
Security shall have been surrendered as aforesaid, and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable, if any, upon such conversion shall be deemed to have become
on the Date of Conversion the holder or holders of record of the shares
represented thereby; provided, however, that any such surrender on any date when
the stock transfer books of the Issuer shall be closed shall constitute the
Person or Persons in whose name or names the certificate or certificates for
such shares are to be issued, if any, as the record holder or holders thereof
for all purposes at the opening of business on the next succeeding day on which
such stock transfer books are open but such conversion shall nevertheless be at
the Conversion Price in effect at the close of business on the date when such
Security shall have been so surrendered with the conversion notice in proper
form. In the case of conversion of a portion, but less than all, of a Security,
the Issuer shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Issuer, a Security or Securities in the
aggregate principal amount of the unconverted portion of the Security
surrendered. Except as otherwise expressly provided in this Indenture, no
payment or adjustment shall be made for interest accrued on any Security (or
portion thereof) converted or for dividends or distributions on any Common Stock
issued upon conversion of any Security. The right, if any, of a Holder of any
Security to cause the Issuer to redeem, purchase or repay such Security shall
terminate upon receipt by the Issuer of any notice of conversion of such
Security.

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SECTION 13.3 Fractional Interests. No fractions of shares or scrip
representing fractions of shares shall be issued upon conversion of Securities.
If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of the
Securities so surrendered. If any fraction of a share of Common Stock would,
except for the provisions of this Section 13.3, be issuable on the conversion of
any Security or Securities, the Issuer shall make payment in lieu thereof in
cash equal to the value of such fraction computed on the basis of the Last Sale
Price of one share of Common Stock on the most recent Trading Day prior to the
Date of Conversion. "Last Sale Price" on any Trading Day shall mean (i) the
closing price regular way (or, if no closing price is reported the average of
the bid and asked prices) as reported on the New York Stock Exchange Composite
Tape, or (ii) if on such Trading Day the Common Stock is not listed or admitted
to trading on such exchange, the closing price regular way (or, if no closing
price is reported the average of the bid and asked prices) on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or (iii) if not listed or admitted to trading on any national
securities exchange on such Trading Day, then the average of the closing bid and
asked prices as reported through the National Association of Securities Dealers,
Inc. on its NASDAQ National Market System or NASDAQ System or a similar
organization if NASDAQ is no longer reporting information, or (iv) if the Common
Stock is not listed or admitted to trading on any national securities exchange
or quoted on such National Market System or NASDAQ System on such Trading Day,
then the average of the closing bid and asked prices in the over-the-counter
market as furnished by any New York Stock Exchange member firm selected from
time to time by the Issuer for that purpose or (v) if not quoted by any such
organization on such Trading Day, the fair value of such Common Stock on such
Trading Day, as determined by the Board of Directors. The term "Trading Day"
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any
day on which securities are not traded on any of the above mentioned exchanges
or in such markets.

SECTION 13.4 Adjustment of Conversion Price. The conversion price or
rate (herein called the "Conversion Price") for a series of Securities shall be
as set forth in a Board Resolution, Officer's Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established, and,
except as otherwise provided therein, shall be subject to adjustment from time
to time as follows:

(a) In case the Issuer shall (1) pay a dividend or make a
distribution in shares of Common Stock on the Common Stock, (2)
subdivide its outstanding shares of Common Stock into a greater number
of shares, (3) combine its outstanding shares of Common Stock into a
smaller number of shares, (4) issue by reclassification of its Common
Stock any shares of capital stock of the Issuer or (5) redeem any
Associated Rights, the Conversion Price in effect immediately prior to
such action shall be adjusted so that the Holder of any Security
thereafter surrendered for conversion shall be entitled to receive the
number of shares of Common Stock or other capital stock of the Issuer
which he would have owned immediately following such action had such
Security been converted immediately prior thereto. An adjustment made
pursuant to this subsection (a) shall become effective immediately,
except as provided in subsection (e) below, after the record date in
the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision,
combination or reclassification. If as a result of an adjustment made
pursuant to this subsection (a), the Holder of any Security thereafter
surrendered for conversion shall become entitled to receive shares of
two or more classes of capital stock (including shares of Common Stock
and other capital stock) of the Issuer, the Board of Directors (whose
determination shall be conclusive and shall be described in a statement
filed with the Trustee) shall determine the allocation of the adjusted
Conversion Price between or among shares of such classes of capital
stock or shares of Common Stock and other capital stock.

(b) In case the Issuer shall issue rights or warrants to all
holders of Common Stock entitling them (for a period not exceeding 45
days from the date of such issuance) to subscribe for or

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purchase shares of Common Stock at a price per share less than the
current market price per share (as determined pursuant to subsection
(d) below) of the Common Stock on the record date mentioned below, the
Conversion Price shall be adjusted to a price, computed to the nearest
cent, so that the same shall equal the price determined by multiplying:

(1) the Conversion Price in effect immediately prior
to the date of issuance of such rights or warrants by a
fraction, of which

(2) the numerator shall be (A) the number of shares
of Common Stock outstanding on the date of issuance of such
rights or warrants, immediately prior to such issuance, plus
(B) the number of shares which the aggregate offering price of
the total number of shares so offered for subscription or
purchase would purchase at such current market price
(determined by multiplying such total number of shares by the
exercise price of such rights or warrants and dividing the
product so obtained by such current market price), and of
which

(3) the denominator shall be (A) the number of shares
of Common Stock outstanding on the date of issuance of such
rights or warrants, immediately prior to such issuance, plus
(B) the number of additional shares of Common Stock which are
so offered for subscription or purchase.

Such adjustment shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of holders
entitled to receive such rights or warrants.

(c) In case the Issuer shall distribute to substantially all
holders of Common Stock, evidences of indebtedness, equity securities
(including equity interests in the Issuer's Subsidiaries) other than
Common Stock, or other assets (other than cash dividends paid out of
surplus of the Issuer), or shall distribute to substantially all
holders of Common Stock rights or warrants to subscribe for securities
(other than those referred to in subsection (b) above) then in each
such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in
effect immediately prior to the date of such distribution by a fraction
of which the numerator shall be the current market price per share
(determined as provided in subsection (d) below) of the Common Stock on
the record date mentioned below less the then fair market value (as
determined by the Board of Directors, whose determination shall, if
made in good faith, be conclusive evidence of such fair market value)
of the portion of the assets so distributed or of such subscription
rights or warrants applicable to one share of Common Stock, and of
which the denominator shall be such current market price per share of
the Common Stock. Such adjustment shall become effective immediately,
except as provided in subsection (e) below, after the record date for
the determination of stockholders entitled to receive such
distribution.

(d) For the purpose of any computation under subsections (b)
and (c) above, the current market price per share of Common Stock on
any date shall be deemed to be the average of the Last Sale Prices for
the 30 consecutive Trading Days commencing 45 Trading Days before the
date in question.

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Common Stock and other capital stock of the Issuer issuable thereupon
only on the basis of the Conversion Price prior to adjustment and (ii),
not later than five Business Days after such adjustment shall have
become effective, pay to such Holder the appropriate cash payment
pursuant to Section 13.3 and issue to such Holder the additional shares
of Common Stock and other capital stock of the Issuer issuable on such
conversion.

(f) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at
least 1% of the Conversion Price; provided, that any adjustments which
by reason of this subsection (f) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment
and, provided further, that adjustment shall be required and made in
accordance with the provisions of this Article Thirteen (other than
this subsection (f)) not later than such time as may be required in
order to preserve the tax-free nature of a distribution to the holders
of Securities or Common Stock. All calculations under this Article
Thirteen shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

(g) Whenever the Conversion Price is adjusted as herein
provided, the Issuer shall promptly (i) file with the Trustee and each
Conversion Agent an Officer's Certificate setting forth the Conversion
Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment, which certificate shall be conclusive
evidence of the correctness of such adjustment, and (ii) mail or cause
to be mailed a notice of such adjustment to each Holder of Securities
in the manner provided in Section 11.4.

Anything in this Section 13.4 to the contrary notwithstanding, the Issuer shall
be entitled to make such reductions in the Conversion Price, in addition to
those required by this Section 13.4, as it in its discretion shall determine to
be advisable in order that any stock dividend, subdivision of shares,
distribution of rights or warrants to purchase stock or securities, or
distribution of other assets (other than cash dividends) hereafter made by the
Issuer to its stockholders shall not be taxable.

SECTION 13.5 Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets. If any of the following shall occur, namely:
(a) any consolidation or merger of the Issuer as a result of which the holders
of Common Stock shall be entitled to receive stock, other securities or other
assets (including cash) with respect to or in exchange for Common Stock; or (b)
sale, lease, exchange or other disposition of all or substantially all of the
property and assets of the Issuer as an entirety, then the Issuer, or such
successor or purchasing corporation, as the case may be, shall, as a condition
precedent to such consolidation, merger, sale, lease, exchange or other
disposition, execute and deliver to the Trustee a supplemental indenture (which
shall conform to the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) providing that the Holder of each convertible Security then
Outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon or in connection with such consolidation, merger, sale, lease,
exchange or other disposition by a holder of the number of shares of Common
Stock issuable upon conversion of such Security immediately prior to such
consolidation, merger, sale, lease, exchange or other disposition. Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
Thirteen. If in the case of any such consolidation, merger, sale, lease,
exchange or other disposition, the stock or other securities and property
(including cash) receivable thereupon or in connection therewith by a holder of
shares of Common Stock includes shares of stock or other securities and property
(including cash) of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, sale, lease,
exchange or other disposition, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of
Directors shall reasonably

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consider necessary by reason of the foregoing. The provisions of this Section
13.5 shall similarly apply to successive consolidations, mergers, sales, leases,
exchanges or other dispositions.

Notice of the execution of each such supplemental indenture shall be
mailed to each Holder of Securities in the manner provided in Section 11.4.

Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, sale, lease, exchange or other disposition or to any adjustment to be
made with respect thereto, but, subject to the provisions of Sections 6.1 and
6.2, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officer's Certificate
(which the Issuer shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

SECTION 13.6 Notice of Certain Events. If:

(a) the Issuer shall declare a dividend (or any other
distribution) payable to the holders of Common Stock otherwise than in
cash; or

(b) the Issuer shall authorize the granting to all holders of
Common Stock of rights to subscribe for or purchase any shares of stock
of any class or of any other rights; or

(c) the Issuer shall authorize any reclassification or change
of the Common Stock (other than a subdivision or combination of its
outstanding shares of Common Stock), or any consolidation or merger to
which the Issuer is a party and for which approval of any stockholders
of the Issuer is required, or the sale, lease, exchange or other
disposition of all or substantially all the property and assets of the
Issuer; or

(d) there shall be authorized or ordered any voluntary or
involuntary dissolution, liquidation or winding-up of the Issuer;

then, the Issuer shall cause to be filed at the office or agency maintained for
the purpose of conversion of the Securities as provided in Section 3.3, and
shall cause to be mailed to each Holder of Securities, in the manner provided in
Section 11.4, at least 20 days before the date hereinafter specified (or the
earlier of the dates hereinafter specified, in the event that more than one date
is specified), a notice stating the date on which (1) a record is expected to be
taken for the purpose of such dividend, distribution or rights, or if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution or rights are to be determined, or
(2) such reclassification, change, consolidation, merger, sale, lease, exchange
or other disposition, dissolution, liquidation or winding-up is expected to
become effective and the date, if any is to be fixed, as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reclassification, change, consolidation, merger, sale, lease, exchange or other
disposition, dissolution, liquidation or winding-up.

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Holder) and no such issue or delivery (or payment) shall be made unless and
until the Person requesting such issue or delivery (or payment) has paid to the
Issuer the amount of any such tax or has established, to the satisfaction of the
Issuer, that such tax has been paid. The Issuer extends no protection with
respect to any other taxes imposed in connection with conversion of Securities.

SECTION 13.8 Issuer to Provide Stock. The Issuer shall reserve, free
from preemptive rights, out of its authorized but unissued shares, sufficient
shares to provide for the conversion of convertible Securities from time to time
as such Securities are presented for conversion, provided, however, that nothing
contained herein shall be construed to preclude the Issuer from satisfying its
obligations in respect of the conversion of Securities by delivery of
repurchased shares of Common Stock which are held in the treasury of the Issuer.

If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued or delivered upon conversion, then the Issuer covenants that it
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be; provided however, that nothing in
this Section 13.8 shall be deemed to affect in any way the obligations of the
Issuer to convert Securities into Common Stock as provided in this Article
Thirteen.

The Issuer covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Issuer and free of preemptive rights.

SECTION 13.9 Disclaimer of Responsibility for Certain Matters. Neither
the Trustee, any Conversion Agent nor any agent of either shall at any time be
under any duty or responsibility to any Holder of Securities to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the Officer's Certificate referred to in Section
13.4(g), or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee, any
Conversion Agent nor any agent of either shall be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property (including cash), which may at any time be issued
or delivered upon the conversion of any Security, and neither the Trustee, any
Conversion Agent nor any agent of either makes any representation with respect
thereto. Neither the Trustee, any Conversion Agent nor any agent of either shall
be responsible for any failure of the Issuer to issue, register the transfer of
or deliver any shares of Common Stock or stock certificates or other securities
or property (including cash) upon the surrender of any Security for the purpose
of conversion or, subject to Sections 6.1 and 6.2, to comply with any of the
covenants of the Issuer contained in this Article Thirteen.

SECTION 13.10 Return of Funds Deposited for Redemption of Converted
Securities. Any funds which at any time shall have been deposited by the Issuer
or on its behalf with the Trustee or any Paying Agent for the purpose of paying
the principal of and interest, if any, on any of the Securities and which shall
not be required for such purposes because of the conversion of such Securities,
as provided in this Indenture, shall forthwith after such conversion be repaid
to the Issuer by the Trustee or such Paying Agent.

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ARTICLE FOURTEEN
SUBORDINATION

SECTION 14.1 Securities Subordinated to Senior Indebtedness. The Issuer
covenants and agrees that anything in this Indenture or the Securities of any
series to the contrary notwithstanding, the indebtedness evidenced by the
Securities of each series is subordinate and junior in right of payment to all
Senior Indebtedness to the extent provided herein, and each Holder of Securities
of each series, by his acceptance thereof, likewise covenants and agrees to the
subordination herein provided and shall be bound by the provisions hereof.

Subject to Section 14.4, if the Issuer shall default in the payment of
any principal of or interest on any Senior Indebtedness when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or by
declaration of acceleration or otherwise, then, upon written notice of such
default to the Issuer by the holders of such Senior Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of or interest on any of the Securities, or in respect
of any redemption, retirement, purchase or other acquisition of any of the
Securities other than those made in capital stock of the Issuer (or cash in lieu
of fractional shares thereof) pursuant to Article Thirteen or otherwise made in
capital stock of the Issuer (or cash in lieu of fractional shares thereof).

If (a) without the consent of the Issuer a court having jurisdiction
shall enter an order for relief with respect to the Issuer under the Bankruptcy
Code or without the consent of the Issuer a court having jurisdiction shall
enter a judgment, order or decree adjudging the Issuer as bankrupt or
insolvent, or enter an order for relief for reorganization, arrangement,
adjustment or composition of or in respect of the Issuer under the Bankruptcy
Code or applicable state insolvency law, or (b) the Issuer shall institute
proceedings for entry of an order for relief with respect to the Issuer under
the Bankruptcy Code or for an adjudication of insolvency, or shall consent to
the institution of bankruptcy or insolvency proceedings against it, or shall
file a petition seeking, or seek or consent to reorganization, arrangement,
composition or relief under the Bankruptcy Code or any applicable state law, or
shall consent to the filing of such petition or to the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator or similar
official of the Issuer or of substantially all of its property, or the Issuer
shall make a general assignment for the benefit of creditors as recognized under
the Bankruptcy Code, then all Senior Indebtedness (including any interest
thereon accruing after the commencement of any such proceedings) shall first be
paid in full before any payment or distribution, whether in cash, securities or
other property, shall be made to any Holder of any Securities on account
thereof. Any payment or distribution, whether in cash, securities or other
property (other than securities of the Issuer or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Indebtedness then outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect of the Securities of any series shall be paid or delivered directly to
the holders of Senior Indebtedness in accordance with the priorities then
existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full. In the event of any such proceeding, after payment in
full of all sums owing with respect to Senior Indebtedness, the Holders of the
Securities, together with the holders of any obligations of the Issuer ranking
on a parity with the Securities, shall be entitled to be paid from the remaining
assets of the Issuer the amounts at the time due and owing on account of unpaid
principal of and interest, if any, on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Issuer ranking junior to the Securities and such other obligations.

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<PAGE> 72

If, notwithstanding the foregoing, any payment or distribution of any
character, whether in cash, securities or other property (other than securities
of the Issuer or any other corporation provided for by a plan of reorganization
or readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof, such payment or distribution
shall be received in trust for the benefit of, and shall be paid over or
delivered and transferred to, the holders of the Senior Indebtedness then
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Indebtedness remaining unpaid, to
the extent necessary to pay all such Senior Indebtedness in full. In the event
of the failure of the Trustee or any Holder to endorse or assign any such
payment, distribution or security, each holder of Senior Indebtedness is hereby
irrevocably authorized to endorse or assign the same.

No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Issuer.
Nothing contained herein shall impair, as between the Issuer and the Holders of
Securities of each series, the obligation of the Issuer to pay to such Holders
the principal of and interest, if any, on such Securities or prevent the Trustee
or the Holder from exercising all rights, powers and remedies otherwise
permitted by applicable law or hereunder upon a default or Event of Default
hereunder, all subject to the rights of the holders of the Senior Indebtedness
to receive cash, securities or other property otherwise payable or deliverable
to the Holders.

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<PAGE> 73

Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a
holder of Senior Indebtedness (or is such a trustee or representative). If the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distributions pursuant to this Article Fourteen,
the Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, as to the extent to which such Person is entitled to participate in such
payment or distribution, and as to other facts pertinent to the rights of such
Person under this Article Fourteen, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 14.3 Payment Permitted If No Default. Nothing contained in this
Article Fourteen or elsewhere in this Indenture, or in any of the Securities,
shall prevent (a) the Issuer at any time, except during the pendency of any
default in the payment of any principal of or interest on any Senior
Indebtedness as described in Section 14.1 or of any of the events described in
clauses (a) and (b) of Section 14.1, from making payments of the principal of or
interest, if any, on the Securities, or (b) the application by the Trustee or
any Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest, if any, on the Securities, unless and until the
Trustee or such Paying Agent, as the case may be, shall have timely received the
Officer's Certificate or written notice provided for in Section 14.5.

SECTION 14.4 Disputes with Holders of Certain Senior Indebtedness. Any
failure by the Issuer to make any payment on or under any Senior Indebtedness,
other than any Senior Indebtedness as to which the provisions of this Section
14.4 shall have been waived by the Issuer in the instrument or instruments by
which the Issuer incurred, assumed, guaranteed or otherwise created such Senior
Indebtedness, shall not be deemed a default under Section 14.1 if (i) the Issuer
shall be disputing its obligation to make such payment or perform such
obligation, and (ii) either (A) no final judgment relating to such dispute shall
have been issued against the Issuer which is in full force and effect and is not
subject to further review, including a judgment that has become final by reason
of the expiration of the time within which a party may seek further appeal or
review, or (B) in the event of a judgment that is subject to further review or
appeal has been issued, the Issuer shall in good faith be prosecuting an appeal
or other proceeding for review, and a stay of execution shall have been obtained
pending such appeal or review.

SECTION 14.5 Trustee Not Charged with Knowledge of Prohibition.
Anything in this Article Fourteen or elsewhere in this Indenture contained to
the contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee and shall be entitled to assume
conclusively that no such facts exist and that no event specified in clauses (a)
and (b) of Section 14.1 has happened, unless and until the Trustee shall have
received an Officer's Certificate to that effect or notice in writing to that
effect signed by or on behalf of the holder or holders, or their
representatives, of Senior Indebtedness who shall have been certified by the
Issuer or otherwise established to the reasonable satisfaction of the Trustee to
be such holder or holders or representatives or from any trustee under any
indenture pursuant to which such Senior Indebtedness shall be outstanding;
provided, however, that, if the Trustee shall not have received the Officer's
Certificate or notice provided for in this Section 14.5 at least three Business
Days preceding the date upon which by the terms hereof any such moneys may
become payable for any purpose (including, without limitation, the payment of
either the principal of or interest, if any, on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and apply the same to the purpose for
which they were received and shall not be affected by any notice to the contrary
which may be received by it within three Business Days preceding such date. The
Issuer shall give prompt written notice to the Trustee and to each Paying Agent
of any facts which would prohibit any payment of moneys to or by the Trustee or
any Paying Agent, and the Trustee shall not be charged with knowledge of the
curing of any default or the elimination of any other fact or condition
preventing such payment or distribution unless and until the Trustee shall have
received an Officer's Certificate to such effect.

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<PAGE> 74

SECTION 14.6 Trustee to Effectuate Subordination. Each Holder of
Securities by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as between such Holder and holders of Senior Indebtedness as
provided in this Article Fourteen and appoints the Trustee its attorney-in-fact
for any and all such purposes.

SECTION 14.7 Rights of Trustee as Holder of Senior Indebtedness. The
Trustee shall be entitled to all the rights set forth in this Article Fourteen
with respect to any Senior Indebtedness which may at the time be held by it, to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article Fourteen shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.6.

SECTION 14.8 Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article
Fourteen shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if the Paying Agent were named in this
Article Fourteen in addition to or in place of the Trustee; provided, however,
that Sections 14.5 and 14.7 shall not apply to the Issuer if it acts as Paying
Agent.

SECTION 14.9 Subordination Rights Not Impaired by Acts or Omissions of
the Issuer or Holders of Senior Indebtedness. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Issuer or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by which it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under the Senior
Indebtedness, including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Securities or the
Trustee and without affecting the obligations of the Issuer, the Trustee or the
Holders of Securities under this Article Fourteen.

SECTION 14.10 Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of the
Senior Indebtedness, and shall not be liable to any such holders if it shall
mistakenly pay over or distribute money or assets to Securityholders or the
Issuer.

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<PAGE> 75

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, effective as of ___________ 1, ____.

SERVICE CORPORATION INTERNATIONAL

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

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

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

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<PAGE> 1
EXHIBIT 5.1

LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
ATTORNEYS
3400 CHASE TOWER
600 TRAVIS
HOUSTON, TEXAS 77002-3095
(713) 226-1200

May 29, 1998

Service Corporation International
1929 Allen Parkway
Houston, Texas 77019

Gentlemen:

We have acted as counsel for Service Corporation International, a Texas
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the Company's (i) unsecured
debt securities ("Debt Securities"), (ii) shares of common stock, par value
$1.00 per share, including the preferred stock purchase rights associated
therewith (collectively, "Common Stock"), and (iii) warrants to purchase Common
Stock ("Warrants" and, together with the Debt Securities and the Common Stock,
the "Securities"), to be issued from time to time pursuant to Rule 415 under the
Securities Act of 1933, as amended, for an aggregate initial offering price not
to exceed $1,000,000,000.

We have examined (i) the Restated Articles of Incorporation and Bylaws
of the Company, each as amended to date, (ii) a form of 1998 Senior Indenture
(the "Senior Indenture") between the Company and The Bank of New York, as
Trustee, (iii) a form of 1998 Senior Subordinated Indenture (the "Senior
Subordinated Indenture") between the Company and Chase Bank of Texas, National
Association ("Chase Bank of Texas") as Trustee, (iv) a form of 1998 Subordinated
Indenture (the "Subordinated Indenture"), between the Company and Chase Bank of
Texas, as Trustee, and (v) such certificates, statutes and other instruments and
documents as we considered appropriate for purposes of the opinions hereafter
expressed.

In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement; and (iv) a
definitive purchase, underwriting, sales agency or similar agreement with
respect to any Securities offered will have been duly authorized and validly
executed and delivered by the Company and the other parties thereto.

<PAGE> 2
Service Corporation International
May 29, 1998
Page 2

Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, we are of the opinion that:

1. With respect to shares of Common Stock, when (i) the Board of
Directors of the Company or, to the extent permitted by Article 2.36 of the
Texas Business Corporation Act, as amended, a duly constituted and acting
committee thereof (such Board of Directors or committee being referred to herein
as the "Board"), has taken all necessary corporate action to approve the
issuance of and the terms of the offering of the shares of Common Stock and
related matters; and (ii) certificates representing the shares of Common Stock
have been duly executed, countersigned, registered and delivered either (a) in
accordance with the applicable definitive purchase, underwriting, sales agency
or similar agreement approved by the Board upon payment of the consideration
therefor (not less than the par value of the Common Stock) provided for therein,
or (b) upon conversion, exchange or exercise of any other Security in accordance
with the terms of such Security or the instrument governing such Security
providing for such conversion, exchange or exercise as approved by the Board,
upon payment of the consideration approved by the Board (not less than the par
value of the Common Stock), the shares of Common Stock will be duly authorized,
validly issued, fully paid and nonassessable.

2. With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture shall have been duly authorized and
validly executed and delivered by the Company and The Bank of New York, as
Trustee, (ii) the Senior Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"); (iii) the Board has taken all
necessary corporate action to approve the issuance and terms of such Debt
Securities, the terms of the offering thereof and related matters; (iv) such
Debt Securities have been duly executed, authenticated, issued and delivered in
accordance with the Senior Subordinated Indenture; and (v) such Debt Securities
have been duly executed, authenticated, issued and delivered in accordance with
the applicable definitive purchase, underwriting, sales agency or similar
agreement approved by the Board upon payment of the consideration therefore
provided for therein, such Debt Securities will be legally issued and will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as such enforcement is subject to
any applicable bankruptcy, insolvency, reorganization or other law relating to
or affecting creditors' rights generally and general principles of equity and
will be entitled to the benefits of the Senior Indenture.

3. With respect to Debt Securities to be issued under the Senior
Subordinated Indenture, when (i) the Senior Subordinated Indenture shall have
been duly authorized and validly executed and delivered by the Company and Chase
Bank of Texas as Trustee; (ii) the Senior Subordinated Indenture has been duly
qualified under the TIA; (iii) the Board has taken all necessary corporate

<PAGE> 3

Service Corporation International
May 29, 1998
Page 3

action to approve the issuance and terms of such Debt Securities, the terms of
the offering thereof and related matters; (iv) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the Senior Subordinated Indenture; and (v) such Debt Securities
have been duly executed, authenticated, issued and delivered in accordance with
the applicable definitive purchase, underwriting, sales agency or similar
agreement approved by the Board upon payment of the consideration therefore
provided for therein, such Debt Securities will be legally issued and will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as such enforcement is subject to
any applicable bankruptcy, insolvency, reorganization or other law relating to
or affecting creditors' rights generally and general principles of equity and
will be entitled to the benefits of the Senior Subordinated Indenture.

4. With respect to Debt Securities to be issued under the Subordinated
Indenture, when (i) the Subordinated Indenture shall have been duly authorized
and validly executed and delivered by the Company and Chase Bank of Texas, as
Trustee, (ii) the Subordinated Indenture has been duly qualified under the TIA;
(iii) the Board has taken all necessary corporate action to approve the issuance
and terms of such Debt Securities, the terms of the offering thereof and related
matters; (iv) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Subordinated
Indenture; and (v) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the applicable definitive purchase,
underwriting, sales agency or similar agreement approved by the Board upon
payment of the consideration therefor provided for therein, such Debt Securities
will be legally issued and will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as such enforcement is subject to any applicable bankruptcy, insolvency,
reorganization or other law relating to or affecting creditors' rights generally
and general principles of equity and will be entitled to the benefits of the
Subordinated Indenture.

5. With respect to the Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and terms
of the Warrants, the terms of the offering thereof and related matters; (ii) the
warrant agreement or agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Company and the warrant
agent appointed by the Company; (iii) the Warrants or certificates representing
the Warrants have been duly executed, countersigned, registered and delivered in
accordance with the appropriate warrant agreement or agreements; and (iv) the
Warrants or certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the applicable
definitive purchase, underwriting, sales agency or similar agreement approved by
the Board upon

<PAGE> 4

Service Corporation International
May 29, 1998
Page 4

payment of the consideration therefore provided for therein, the Warrants will
be duly authorized and validly issued.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.

Very truly yours,

/s/ LIDDELL, SAPP, ZIVLEY, HILL & LaBOON, LLP

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report, dated March 18, 1998, on our audits of the
consolidated financial statements and financial statement schedule of Service
Corporation International as of December 31, 1997 and 1996, and for each of the
three years in the period ended December 31, 1997, which report is included in
the Annual Report on Form 10-K for the year ended December 31, 1997. We also
consent to the reference to our firm under the caption "Experts".

COOPERS & LYBRAND, L.L.P.
Houston, Texas
May 28, 1998

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of Service Corporation International, a Texas corporation
(the "Company"), does hereby constitute and appoint George R. Champagne and
James M. Shelger his true and lawful attorneys and agents (each with authority
to act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of the offering, sale and delivery of certain securities of
said corporation as set forth below (the "Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as officer
or director, or both, of the Company to Registration Statements or to any
amendments (including post-effective amendments) thereto filed with the
Securities and Exchange Commission in respect of said Securities, and to any
instrument or document filed as part of, as an exhibit to or in connection with
said Registration Statements or amendments; and (ii) to register or qualify said
Securities for sale and to register or license the Company as a broker or dealer
in said Securities under the securities or Blue Sky laws of all such States as
may be necessary or appropriate to permit therein the offering and sale of said
Securities as contemplated by said Registration Statements, including
specifically, without limitation, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer or director, or
both, of the Company to any application, statement, petition, prospectus, notice
or other instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said Securities or Blue Sky laws for the purpose of so
registering or qualifying said Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent shall do or cause to be done by virtue
hereof.

The Securities of the Company covered by this power of attorney are:

(i) Common Stock, par value $1.00 per share ("Common Stock"), of the
Company and any related junior participating preferred stock rights ("Rights");

(ii) Debt securities of the Company consisting of debentures (whether
senior, senior subordinated or subordinated), notes and/or other unsecured
evidences of indebtedness; and