SYSCO CORP, S-3/A, 1998-06-03

SYSCO CORP
S-3/A, 1998-06-03
GROCERIES & RELATED PRODUCTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998

REGISTRATION NO. 333-52897
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1

FORM S-3

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

<TABLE>
<S> <C>
DELAWARE 74-1648137
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>

1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
(281) 584-1390
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
THOMAS P. KURZ
GENERAL COUNSEL
SYSCO CORPORATION
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
(281) 584-1390
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:

<TABLE>
<S> <C>
JAMES E. DORSEY TED W. PARIS
ARNALL GOLDEN & GREGORY, LLP BAKER & BOTTS, L.L.P.
2800 ONE ATLANTIC CENTER 3000 ONE SHELL PLAZA
1201 WEST PEACHTREE STREET 910 LOUISIANA
ATLANTA, GEORGIA 30309-3450 HOUSTON, TEXAS 77002-4995
(404) 873-8608 (713) 229-1838
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. From time
to time after the effective date of this Registration Statement.

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

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

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

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

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

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

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

SUBJECT TO COMPLETION DATED JUNE 3, 1998

PROSPECTUS

$500,000,000

SYSCO CORPORATION

DEBT SECURITIES
---------------------
Sysco Corporation ("SYSCO" or the "Company") may offer and issue from time
to time in one or more series debt securities (the "Debt Securities") with an
aggregate initial offering price not to exceed $500,000,000 (or the equivalent
in foreign currency or units based on or relating to currencies, including
European Currency Units). The Company will offer Debt Securities to the public
on terms determined by market conditions. Debt Securities may be issuable in
registered form without coupons or in bearer form with or without coupons
attached. Debt Securities may be sold for, and principal of and any premium or
interest on Debt Securities may be payable in, U.S. dollars, foreign currency or
currency units -- in each case, as the Company specifically designates.

The applicable Prospectus Supplement will set forth with respect to the
Debt Securities being offered thereby the ranking as senior or subordinated Debt
Securities, the specific designation, aggregate principal amount, purchase
price, maturity, interest rate (or manner of calculation thereof) and time of
payment of interest (if any), redemption provisions (if any), listing (if any)
on a securities exchange and any other specific terms of such Debt Securities
and the name of and compensation to each dealer, underwriter or agent (if any)
involved in the sale of such Debt Securities. The managing underwriters with
respect to each series sold to or through underwriters will be named in the
applicable Prospectus Supplement.
---------------------

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

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

Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the applicable Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent -- in
each case, less other expenses attributable to issuance and distribution. The
Company may also sell Debt Securities directly to investors on its own behalf.
In the case of sales made directly by the Company, no commission will be
payable. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
---------------------

The date of this Prospectus is June 3, 1998
<PAGE> 3

NO DEALER, SALESMAN OR 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 AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
---------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at its Regional Offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 13th
Floor, 7 World Trade Center, New York, New York 10048, and copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a website (http://www.sec.gov) from which such
reports, proxy statements and other information may be obtained. Such material
can also be inspected at the office of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, on which exchange certain of the
Company's securities are listed.

The Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further information
with respect to the Company and the Debt Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
---------------------

INCORPORATION OF DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended June 28, 1997
(including only those portions of the Company's proxy statement required to be
incorporated by reference therein), its Quarterly Report on Form 10-Q for the
quarter ended September 27, 1997, its Quarterly Report on Form 10-Q for the
quarter ended December 27, 1997, and its Quarterly Report on Form 10-Q for the
quarter ended March 28, 1998 have been filed by the Company with the Commission
and are incorporated herein by reference.

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

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

2
<PAGE> 4

Copies of the above documents (excluding exhibits unless specifically
incorporated by reference into the documents that this Prospectus incorporates)
may be obtained by persons to whom this Prospectus is delivered without charge
upon written request to Carolyn S. Mitchell, Secretary, Sysco Corporation, 1390
Enclave Parkway, Houston, Texas, 77077-2099 (telephone number (281) 584-1390).

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

IN CONNECTION WITH AN OFFERING OF DEBT SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES
OF THE DEBT SECURITIES OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR IN THE
OVER-THE-COUNTER MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.

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<PAGE> 5

SYSCO CORPORATION

GENERAL

Sysco Corporation (together with its subsidiaries and divisions hereinafter
referred to as "SYSCO" or the "Company") is the largest U.S. distributor of food
and related products to the foodservice or "away-from-home-eating" industry. The
Company provides its products and services to approximately 270,000 restaurants,
hotels, schools, hospitals, retirement homes and other institutions throughout
the continental United States, including the 150 largest metropolitan areas, as
well as parts of Canada. Since the Company's formation in 1969, annual sales
have grown from approximately $115 million to over $14 billion in fiscal 1997.
Taking advantage of innovations in food technology, improved packaging and
advanced distribution techniques, SYSCO is committed to providing its customers
with timely delivery of quality products at reasonable prices.

The Company, a Delaware corporation, has its principal executive offices at
1390 Enclave Parkway, Houston, Texas 77077-2099 (telephone number (281)
584-1390).

RISK FACTORS

In addition to the other information contained or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating an investment in the Debt Securities offered by this Prospectus.

LEVERAGE AND DEBT SERVICE

Although within the Company's targeted range of long-term debt to total
capital ratio of 30% to 40%, the Company has substantial indebtedness. As of
June 28, 1997, the Company had approximately $686 million of long term
indebtedness outstanding and approximately $1.4 billion of shareholders' equity.
Also, the Company had available approximately $281 million of borrowing capacity
under its revolving credit facility agreement (the "Revolving Credit
Agreement"), subject to the maintenance of certain financial ratios set forth in
that Agreement. The degree to which the Company is leveraged could have
important consequences to holders of the Debt Securities, including the
following: (i) the Company's ability to obtain other financing in the future may
be impaired; (ii) a portion of the Company's cash flow from operations must be
dedicated to the payment of principal and interest on its indebtedness; and
(iii) a high degree of leverage, if implemented, could make the Company more
vulnerable to economic downturns and could limit its ability to withstand
competitive pressures. The Company's ability to make scheduled payments on or,
to the extent not restricted pursuant to the terms thereof, refinance its
indebtedness depends on its financial and operating performance, which may
fluctuate from quarter to quarter and is subject to prevailing economic
conditions and to financial, weather, business and other factors beyond the
Company's control.

If the Company were unable to generate sufficient cash flow to meet its
debt obligations, the Company could be required to renegotiate the payment terms
or refinance all or a portion of the indebtedness, under the Revolving Credit
Agreement or the Debt Securities, to sell assets or to obtain additional
financing. If the Company could not satisfy its obligations related to such
indebtedness, substantially all of the Company's long-term debt could be in
default (which would only be likely if the Company's financial condition
deteriorated substantially) and could be declared immediately due and payable.
There can be no assurance that the Company could repay all such indebtedness in
such event.

Further, the Company's leveraged position may also increase its
vulnerability to competitive pressures. The Company's continued growth depends,
in part, on its ability to continue its expansion and, therefore, its inability
to finance capital expenditures through borrowed funds could have a material
adverse effect on its ability to expand. Moreover, any default under the
documents governing the indebtedness of the Company could have a significant
adverse effect on the market value of the Company's common stock.

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<PAGE> 6

RISKS OF FUTURE ACQUISITIONS AND "FOLD-OUTS"

A significant portion of the historical growth of the Company's revenues
has resulted from acquisitions. Although not as important to the Company's
current growth, one element of the Company's historical growth strategy is the
acquisition of other foodservice companies. The success of this strategy depends
upon the Company's ability to integrate and manage acquired businesses, and to
realize economies of scale and control costs. Acquisitions involve risks,
including difficulties in integrating acquired operations, diversion of
management resources and unanticipated problems and liabilities. Future
acquisitions by the Company could result in potentially dilutive issuances of
equity securities, increased interest and amortization expense, increased
depreciation expense and decreased operating income, any of which could have a
material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that the Company will be able
to acquire companies on terms favorable to it or that the Company's existing
financial resources, including cash flow from operations and amounts available
under the Revolving Credit Agreement, will be sufficient to fund such
acquisitions. If the Company does not have sufficient cash resources, its growth
could be limited unless it is able to obtain additional capital through
subsequent debt or equity financings. There can be no assurance that the Company
will be able to obtain such financings or that, if available, such financings
will be on terms acceptable to the Company. As a result, there can be no
assurance that the Company will be able to implement its acquisition strategy
successfully.

Further, the Company's "fold-out" strategy which involves developing a
sales base in markets distant from an existing operation, building a
distribution center and transferring new management, as well as sales and
support staff, to create a stand-alone company may not increase the sales base
in the targeted region. There can be no assurance that the Company's "fold-out"
strategy will increase its overall foodservice market share.

COMPETITION

The foodservice distribution industry is highly competitive and fragmented.
The Company faces competition from numerous local, regional and national food
distributors on the basis of price, quality, selection, schedules and
reliability of deliveries and the range and quality of services provided. The
Company competes with full-line foodservice distribution companies as well as
"specialty" distributors which distribute a specific product line or "systems"
distributors which distribute to a specific type of foodservice operator. The
Company's future success will be largely dependent on its ability to provide
quality products and related services on a timely and dependable basis. There
can be no assurance that the Company will be able to compete successfully with
current or future competitors.

DEPENDENCE ON KEY PERSONNEL

The future success of the Company will depend to a significant extent on
the efforts and abilities of its senior management. The loss of the services of
several of the Company's senior management personnel could have a material
adverse effect on the Company's operations.

CONTROL; ANTI-TAKEOVER EFFECT

Under its Restated Certificate of Incorporation as currently in effect, the
Company is authorized to issue up to 1.5 million shares of preferred stock in
one or more series, having such rights, preferences and voting powers as may be
fixed by the Board of Directors, without any stockholder vote. Issuance of these
shares could be used as an anti-takeover device. Except as described in the
remainder of this paragraph, the Board of Directors has no current intention or
plan to issue any shares of preferred stock. Further, pursuant to the terms of a
shareholder rights plan adopted in May 1996, each outstanding share of common
stock has one attached right which, when exercisable, entitles the registered
holder to purchase from the Company one one-thousandth of a share of a series of
preferred stock. Activation of the rights would cause substantial dilution of
the ownership of a person or group that attempts to acquire the Company on terms
not approved by the Board and may have the effect of deterring hostile takeover
attempts.

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<PAGE> 7

PRODUCT LIABILITY

The Company, like any other seller of food, faces an inherent risk of
exposure to product liability claims in the event that the use of products sold
by it causes injury or illness. With respect to product liability claims, the
Company has primary or excess umbrella liability insurance with coverage limits
in excess of $10 million. However, there can be no assurance that such insurance
will continue to be available at a reasonable cost, or, if available, will be
adequate to cover liabilities. The Company generally seeks contractual
indemnification from parties supplying its products, but any such
indemnification is limited, as a practical matter, to the creditworthiness of
the indemnifying party. In the event that the Company does not have adequate
insurance or contractual indemnification available, product liabilities relating
to defective products could have a material adverse effect on the Company's
business, financial condition and results of operations.

NO LONG-TERM CONTRACTS WITH SUPPLIERS

The Company obtains from third party suppliers all of its foodservice
products. For the most part the Company does not have long term contracts with
any entities or persons committing such suppliers to provide products to the
Company. There can be no assurance that suppliers will provide the foodservice
products and supplies needed by the Company in the quantities requested. Because
the Company does not control the actual production of its products, it is also
subject to delays caused by interruption in production based on conditions
outside its control. Such conditions include job actions or strikes by employees
of suppliers, weather, crop conditions, transportation interruptions and natural
disasters or other catastrophic events. The inability of the Company to obtain
adequate supplies of its foodservice products as a result of any of the
foregoing factors or otherwise could have an adverse effect on the Company's
business, financial condition and results of operations.

YEAR 2000 COMPLIANCE

Many existing computer systems and software products, including several
used by the Company, are coded to accept only two digit entries in the date code
field. Beginning in the year 2000, these date code fields will need to accept
four digit entries to distinguish 21st century dates from 20th century dates. As
a result, the Company's date critical functions related to the year 2000 and
beyond, such as sales, distribution, purchasing, inventory control, trade
promotion management, facilities and financial systems may be materially
adversely affected unless these computer systems are or become year 2000
compliant.

The Company is working to address the potential impact of the Year 2000 on
computerized information systems and operations. Based on the accumulation of
preliminary information, costs of addressing potential issues are not expected
to have a material adverse impact on the Company's consolidated financial
statements. However, if SYSCO, customers or vendors are unable to resolve Year
2000 processing issues in a timely manner, a material financial risk could
result.

FORWARD-LOOKING STATEMENTS

This Prospectus and the applicable Prospectus Supplement include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included or incorporated by reference in this Prospectus which
address activities, events or developments which the Company expects or
anticipates will or may occur in the future, including statements regarding
management's estimates, including those with respect to allocation of capital,
potential "fold-outs" and acquisitions, consistency and predictability of
earnings growth, improvement in pretax margins, and continuation of the share
repurchase program and other statements regarding future plans and strategies,
plans with respect to the year 2000 problems, anticipated events or trends and
similar expressions concerning matters that are not historical facts are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances. However,

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<PAGE> 8

whether actual results and developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties
which could cause actual results to differ materially from the Company's
expectations, including the risk factors discussed in this Prospectus and the
applicable Prospectus Supplement and other factors, many of which are beyond the
control of the Company. Consequently, all of the forward-looking statements made
in this Prospectus and the applicable Prospectus Supplement are qualified by
these cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business or operations. The Company assumes no
obligation to update publicly any such forward-looking statements, whether as a
result of new information, future events or otherwise.

USE OF PROCEEDS

Unless otherwise set forth in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, which may include additions to working capital, capital expenditures,
acquisitions, stock repurchases and repayment of indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The Company's ratio of earnings to fixed charges for the 1993, 1994, 1995,
1996 and 1997 fiscal years and for the 39-week period ended March 28, 1998 were
8.8x, 10.2x, 10.5x, 10.8x, 10.7x and 9.1x, respectively. For the purpose of
calculating this ratio, earnings consist of earnings before income taxes and
fixed charges (exclusive of interest capitalized). Fixed charges consist of
interest expense, capitalized interest and the estimated interest portion of
rents.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will constitute either senior or subordinated debt of
the Company and will be issued, in the case of senior debt, under a Senior Debt
Indenture (the "Senior Debt Indenture"), as it may be amended and supplemented
from time to time, between the Company and First Union National Bank of North
Carolina, as Trustee, and, in the case of subordinated debt, under a
Subordinated Debt Indenture (the "Subordinated Debt Indenture"), as it may be
amended and supplemented from time to time, between the Company and the trustee
to be named in the Prospectus Supplements relating to subordinated debt. The
Senior Debt Indenture and the Subordinated Debt Indenture are sometimes
hereinafter referred to individually as an "Indenture" and collectively as the
"Indentures." First Union National Bank of North Carolina and the trustee to be
named in the Prospectus Supplements relating to subordinated debt are
hereinafter referred to individually as a "Trustee" and collectively as the
"Trustees." The Indentures are included as exhibits to the Registration
Statement of which this Prospectus is a part. The following summaries of certain
provisions of the Indentures and the 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 terms used herein, and for
other information regarding the Debt Securities. Numerical references in
parentheses below are to sections in the applicable Indenture. Wherever
particular sections or defined terms of the applicable Indenture are referred
to, such sections or defined terms are incorporated herein by reference as part
of the statement made, and the statement is qualified in its entirety by such
reference. The Indentures are substantially identical, except for the provisions
relating to subordination and certain covenants. See "Senior Debt" and
"Subordinated Debt."

GENERAL

The Indentures do not limit the amount of additional indebtedness the
Company or any of its subsidiaries may incur. The Debt Securities will be
unsecured senior or subordinated obligations of the Company.

The Indentures provide that Debt Securities may be issued from time to time
in one or more series. The Company has issued $150,000,000 of 6 1/2% Senior
Notes due June 15, 2005, $200,000,000 of 7% Senior Notes due May 1, 2006,
$50,000,000 of 7.16% Debentures due April 15, 2027 (callable at the option of
the holders

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<PAGE> 9

on April 15, 2007) and $100,000,000 of 7.25% Senior Notes due April 15, 2007
under the Senior Debt Indenture prior to the date of this Prospectus.

Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Debt Securities of any series (to the extent
such terms are applicable): (i) the classification as senior or subordinated
Debt Securities, the specific designation, aggregate principal amount and
purchase price; (ii) the currency or units based on or relating to currencies in
which such Debt Securities are denominated and/or in which principal, premium,
if any, and/or interest, if any, will or may be payable; (iii) the date or dates
of maturity; (iv) any redemption, repayment or sinking fund provisions; (v) the
interest rate or rates, if any, and the dates on which any such interest will be
payable (or the method by which such rate or rates or dates will be determined);
(vi) the method by which amounts payable in respect of principal, premium, if
any, or interest, if any, on such Debt Securities may be calculated, and any
currencies, commodities or indices, or value, rate or price, relevant to such
calculation; (vii) the place or places where the principal of, premium, if any,
and interest, if any, on such Debt Securities will be payable; (viii) whether
such Debt Securities will be issuable in registered form, without coupons, or
bearer form, with or without coupons ("Bearer Securities") or both and, if
Bearer Securities are issuable, any restrictions applicable to the exchange of
one form for another and to the offer, sale and delivery of Bearer Securities;
(ix) whether such Debt Securities are to be issued in whole or in part in the
form of one or more temporary or permanent global Debt Securities and if so, the
identity of the depositary, if any, for such global Debt Securities; (x) any
applicable United States federal income tax consequences, including whether and
under what circumstances the Company will pay additional amounts on such Debt
Securities held by a person who is not a U.S. person (as defined in the
Prospectus Supplement) in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts; (xi) the
terms and conditions upon which and the manner in which such Debt Securities may
be defeased or discharged if different from the defeasance provisions described
below; and (xii) any other specific terms of such Debt Securities, including any
additional or different events of default or covenants provided for with respect
to such Debt Securities, and any terms which may be required by or advisable
under applicable laws or regulations.

Debt Securities may be presented for exchange and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the applicable
Indenture. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Bearer Securities and the
coupons, if any, appertaining thereto will be transferable by delivery.

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

Debt Securities may be issued from time to time with payment terms which
are calculated by reference to the value, rate or price of one or more
currencies, commodities, indices or other factors. Holders of such Debt
Securities may receive a principal amount (including premium, if any) on any
principal payment date, or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal (including premium, if
any) or interest otherwise payable on such dates, depending upon the value, rate
or price on such dates of the applicable currency, commodity, index or other
factor. Information as to the methods for determining the amount of principal,
premium, if any, or interest payable on any date, the currencies, commodities,
indices or other factors to which the amount payable on such date is linked and
certain additional tax considerations will be set forth in the applicable
Prospectus Supplement.

Unless otherwise set forth in the Prospectus Supplement, the Debt
Securities will not contain any provisions which may afford holders of the Debt
Securities protection in the event of a change in control of the

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<PAGE> 10

Company or in the event of a highly leveraged transaction (whether or not such
transaction results in a change in control of the Company).

Under a Note Agreement, dated as of June 1, 1989 relating to $91,500,000
principal amount of the Company's 9.95% Senior Notes Due June 15, 1999 (the
"1989 Notes"), the Company has agreed to offer to repurchase the 1989 Notes from
the holders thereof upon a change in control of the Company (as defined) and the
occurrence of the condition described below. The repurchase is to occur 90 days
after the Company notifies the holders of the 1989 Notes that, at any time
within 12 months after a change in control occurs, the ratio of (x) consolidated
short term debt plus consolidated funded debt to (y) consolidated capitalization
plus short term debt exceeds 80%. The Note Agreement has been filed as an
Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
June 28, 1997.

GLOBAL SECURITIES

Registered Global Securities. The registered Debt Securities of a series
may be issued in the form of one or more fully registered global Securities (a
"Registered Global Security") that will be deposited with (and registered in the
name of) a depositary (a "Depositary") identified in the Prospectus Supplement
relating to such series or a nominee of the Depositary. Unless and until it is
exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.

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

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

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<PAGE> 11

any action which a holder is entitled to give or take under the Indenture, the
Depositary for such Registered Global Security generally either (i) authorizes
the participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners owning through
such participants to give or take such action, or (ii) otherwise acts upon the
instructions of beneficial owners holding through them.

Payments of principal, premium, if any, and interest, if any, on Debt
Securities represented by a Registered Global Security registered in the name of
a Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
None of the Company, the Trustee or any other agent of the Company or of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
such Registered Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

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

If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary
(because it is no longer a clearing agency registered under the Exchange Act),
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue such
Debt Securities in definitive form in exchange for such Registered Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Registered Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the
Registered Global Security or Securities representing such Debt Securities. Any
Debt Securities issued in definitive form in exchange for a Registered Global
Security will be registered in such name or names as the Depositary shall
instruct the applicable Trustee. It is expected that such instructions will be
based upon directions received by the Depositary from participants with respect
to ownership of beneficial interests in such Registered Global Security.

Bearer Global Securities. The Debt Securities of a series may also be
issued in the form of one or more bearer global Debt Securities (a "Bearer
Global Security") that will be deposited with a common depositary for Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euro-clear System and Centrale de Livraison de Valeurs Mobilieres S.A., or with
a nominee for such depositary identified in the Prospectus Supplement relating
to such series. The specific terms and procedures, including the specific terms
of the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.

SENIOR DEBT

The Debt Securities (and, in the case of Bearer Securities, any coupons
appertaining thereto) issued under the Senior Debt Indenture (the "Senior Debt
Securities") will rank PARI PASSU with all other unsecured and unsubordinated
debt of the Company and senior to the Subordinated Debt Securities (as
hereinafter defined). The Company has issued $150,000,000 of 6 1/2% Senior Notes
due June 15, 2005, $200,000,000 of 7% Senior Notes due May 1, 2006, $50,000,000
of 7.16% Debentures due April 15, 2027 (callable at the option of the holders on
April 15, 2007) and $100,000,000 of 7.25% Senior Notes due April 15, 2007 under
the Senior Debt Indenture prior to the date of this Prospectus. See "Description
of the Notes" of the Prospectus Supplement for information regarding any
additional Debt Securities issued after the date of this Prospectus.

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<PAGE> 12

Limitations on Liens. The Company covenants in the Senior Debt Indenture
that it will not, and will not permit any Subsidiary to, issue, incur, create,
assume or guarantee any debt for borrowed money (including all obligations
evidenced by bonds, debentures, notes or similar instruments) secured by a
mortgage, security interest, pledge, lien, charge or other encumbrance
("mortgage") upon any Principal Property or upon any shares of stock or
indebtedness of any Subsidiary that owns or leases a Principal Property (whether
such Principal Property, shares or indebtedness are now existing or owed or
hereafter created or acquired) without in any such case effectively providing
concurrently with the issuance, incurrence, creation, assumption or guaranty of
any such secured debt, or the grant of such mortgage, that the Senior Debt
Securities (together with, if the Company shall so determine, any other
indebtedness of or guarantee by the Company or such Subsidiary ranking equally
with the Senior Debt Securities) shall be secured equally and ratably with (or,
at the option of the Company, prior to) such secured debt. The foregoing
restriction, however, will not apply to each of the following: (a) mortgages on
property, shares of stock or indebtedness or other assets of any corporation
existing at the time such corporation becomes a Subsidiary, provided that such
mortgages or liens are not incurred in anticipation of such corporation's
becoming a Subsidiary; (b) mortgages on property, shares of stock or
indebtedness or other assets existing at the time of acquisition thereof by the
Company or a Subsidiary or mortgages thereon to secure the payment of all or any
part of the purchase price thereof, or mortgages on property, shares of stock or
indebtedness or other assets to secure any debt incurred prior to, at the time
of, or within 180 days after, the latest of the acquisition thereof or, in the
case of property, the completion of construction, the completion of improvements
or the commencement of substantial commercial operation of such property for the
purpose of financing all or any part of the purchase price thereof, such
construction or the making of such improvements; (c) mortgages to secure
indebtedness owing to the Company or to a Subsidiary; (d) mortgages existing at
the date of the initial issuance of any Senior Debt Securities then outstanding;
(e) mortgages on property of a person existing at the time such person is merged
into or consolidated with the Company or a Subsidiary or at the time of a sale,
lease or other disposition of the properties of a person as an entirety or
substantially as an entirety to the Company or a Subsidiary, provided that such
mortgage was not incurred in anticipation of such merger or consolidation or
sale, lease or other disposition; (f) mortgages in favor of the United States of
America or any state, territory or possession thereof (or the District of
Columbia), or any department, agency, instrumentality or political subdivision
of the United States of America or any state, territory or possession thereof
(or the District of Columbia), to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of constructing or improving the property subject to such mortgages; or
(g) extensions, renewals or replacements of any mortgage referred to in the
foregoing clauses (a), (b), (d), (e) or (f); provided, however, that the
principal amount of indebtedness secured thereby shall not exceed the principal
amount of indebtedness so secured at the time of such extension, renewal or
replacement. Any mortgages permitted by any of the foregoing clauses (a) through
(g) shall not extend to or cover any other Principal Property of the Company or
any Subsidiary or any shares of stock or indebtedness of any such Subsidiary,
subject to the foregoing limitations, other than the property, including
improvements thereto, stock or indebtedness specified in such clauses. (Senior
Debt Indenture Section 3.7)

Notwithstanding the restrictions in the preceding paragraph, the Company or
any Subsidiary may issue, incur, create, assume or guarantee debt secured by a
mortgage which would otherwise be subject to such restrictions, without equally
and ratably securing the Senior Debt Securities, provided that after giving
effect thereto, the aggregate amount of all debt so secured by mortgages (not
including mortgages permitted under clauses (a) through (g) above) does not
exceed 20% of the Consolidated Net Tangible Assets of the Company. (Senior Debt
Indenture Section 3.7)

Limitations on Sale and Lease-Back Transactions. The Company covenants in
the Senior Debt Indenture that it will not, nor will it permit any Subsidiary
to, enter into any Sale and Lease-Back Transaction with respect to any Principal
Property, other than any such transaction involving a lease for a term of not
more than three years or any such transaction between the Company and a
Subsidiary or between Subsidiaries, unless: (a) the Company or such Subsidiary
would be entitled to incur indebtedness secured by a mortgage on the Principal
Property involved in such transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Senior Debt Securities,
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<PAGE> 13

pursuant to the limitation on liens described above; or (b) the proceeds of such
transaction are at least equal to the fair market value of the affected
Principal Property (as determined in good faith by the Board of Directors of the
Company) and the Company applies an amount equal to the greater of the net
proceeds of such sale or the Attributable Debt with respect to such Sale and
Lease-Back Transaction within 180 days of such sale to either (or a combination
of) (i) the retirement (other than any mandatory retirement, mandatory
prepayment or sinking fund payment or by payment at maturity) of debt for
borrowed money of the Company or a Subsidiary (other than debt that is
subordinated to the Senior Debt Securities or debt to the Company or a
Subsidiary) that matures more than 12 months after its creation or (ii) the
purchase, construction or development of other comparable property. (Senior Debt
Indenture Section 3.8)

"Attributable Debt" with regard to a Sale and Lease-Back Transaction with
respect to any property is defined in the Senior Debt Indenture to mean, at the
time of determination, the lesser of: (a) the fair market value of such property
(as determined in good faith by the Board of Directors of the Company); or (b)
the present value of the total net amount of rent required to be paid under such
lease during the remaining term thereof (including any period for which such
lease has been extended), discounted at the rate of interest set forth or
implicit in the terms of such lease (or, if not practicable to determine such
rate, the Composite Rate) compounded semi-annually. In the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net amount
shall be the lesser of the net amount determined assuming termination upon the
first date such lease may be terminated (in which case the net amount shall also
include the amount of the penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so
terminated) or the net amount determined assuming no such termination.

"Composite Rate" is defined in the Senior Debt Indenture to mean, at any
time, the rate of interest, per annum, compounded semi-annually, equal to the
sum of the rates of interest borne by each of the Senior Debt Securities
outstanding under the Senior Debt Indenture (as specified on the face of each of
the Senior Debt Securities, provided, that, in the case of the Senior Debt
Securities with variable rates of interest, the interest rate to be used in
calculating the Composite Rate shall be the interest rate applicable to such
Senior Debt Securities at the beginning of the year in which the Composite Rate
is being determined and, provided, further, that, in the case of Senior Debt
Securities which do not bear interest, the interest rate to be used in
calculating the Composite Rate shall be a rate equal to the yield to maturity on
such Senior Debt Securities, calculated at the time of issuance of such Senior
Debt Securities) multiplied, in the case of each of the Senior Debt Securities,
by the percentage of the aggregate principal amount of all of the Senior Debt
Securities then outstanding represented by such Senior Debt Security. For the
purposes of this calculation, the aggregate principal amounts of outstanding
Senior Debt Securities that are denominated in a foreign currency shall be
calculated in the manner set forth in Section 11.11 of the Senior Debt
Indenture.

"Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
to mean, as of any particular time, the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom: (a) all current liabilities, except for current maturities of
long-term debt and of obligations under capital leases; and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, to the extent included in said aggregate amount of
assets, all as set forth on the most recent consolidated balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.

"Principal Property" is defined in the Senior Debt Indenture to mean the
land, improvements, buildings and fixtures (including any leasehold interest
therein) constituting the principal corporate office, any manufacturing plant,
any manufacturing, distribution or research facility or any self-serve center
(in each case, whether now owned or hereafter acquired) which is owned or leased
by the Company or any Subsidiary and is located within the United States of
America or Canada unless the Board of Directors of the Company has determined in
good faith that such office, plant facility or center is not of material
importance to the total business conducted by the Company and its Subsidiaries
taken as a whole. With respect to any Sale and Lease-Back Transaction or series
of related Sale and Lease-Back Transactions, the determination of whether any
property is a Principal Property shall be determined by reference to all
properties affected by such transaction or series of transactions.

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<PAGE> 14

"Sale and Lease-Back Transaction" is defined in the Senior Debt Indenture
to mean any arrangement with any person providing for the leasing by the Company
or any Subsidiary of any Principal Property which property has been or is to be
sold or transferred by the Company or such Subsidiary to such person.

"Subsidiary" is defined in the Senior Debt Indenture to mean any
corporation of which outstanding voting stock having the power to elect a
majority of the board of directors of such corporation is at the time owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency. (Senior Debt
Indenture Sections 1.1, 3.7 and 3.8)

SUBORDINATED DEBT

The Debt Securities (and, in the case of Bearer Securities, any coupons
appertaining thereto) issued under the Subordinated Debt Indenture (the
"Subordinated Debt Securities") will rank junior to "Senior Indebtedness" (as
such term is defined in the Subordinated Debt Indenture). The payment of the
principal, premium, if any, and interest on the Subordinated Debt Securities is
subordinated and junior in right of payment, to the extent set forth in the
Subordinated Debt Indenture, to the prior payment in full of all "Senior
Indebtedness." Until such prior payment in full, no payment (including the
making of any deposit in trust with the Trustee in accordance with Section 10.1
of the Subordinated Debt Indenture) on account of principal, premium, if any, or
interest on any Subordinated Debt Securities or payment to acquire any of the
Subordinated Debt Securities for cash or property may be made if, at the time of
such payment or immediately after giving effect thereto, (i) any insolvency,
bankruptcy proceedings, receivership, liquidation or reorganization of the
Company, or the voluntary liquidation, dissolution or winding up of the Company
or the assignment for the benefit of creditors or any other marshalling of
assets of the Company shall have occurred, (ii) any Subordinated Debt Security
is declared due and payable before its expressed maturity because of the
occurrence of an Event of Default under the Subordinated Debt Indenture (see
"Events of Default" below), (iii) there shall exist a default in the payment of
the principal, premium, if any, or interest with respect to any Senior
Indebtedness, or (iv) for a period of 180 days after delivery of notice referred
to below, there shall exist a default (other than a default in the payment of
principal, premium, if any, or interest) with respect to any Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof and written
notice of such default shall have been given to the Company and the Trustee
pursuant to the Subordinated Debt Indenture; PROVIDED that only one such 180-day
blockage period following such a notice of default may be commenced within any
365 consecutive days and no default which existed on the date any blockage
period commenced shall be the basis for the commencement of any subsequent
blockage period unless such default is cured or waived for a period of not less
than 90 consecutive days. The foregoing provision shall not prevent the Trustee
from making payments on any Subordinated Debt Securities from monies or
securities deposited with the Trustee pursuant to the terms of Section 10.1 of
the Subordinated Debt Indenture if at the time such deposit was made or
immediately after giving effect thereto the above conditions did not exist.
(Subordinated Debt Indenture, Sections 13.1, 13.2 and 13.3)

Under the Subordinated Debt Indenture, the term "Senior Indebtedness" means
(a) all indebtedness and obligations of the Company existing on the date of the
Subordinated Debt Indenture or created, incurred or assumed thereafter, and
which (i) are for money borrowed; (ii) are evidenced by any bond, note,
debenture or similar instrument; (iii) represent the unpaid balance on the
purchase price of any assets or services of any kind; (iv) are obligations as
lessee under any lease of property, equipment or other assets required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles; (v) are reimbursement obligations with respect to letters
of credit or other similar instruments; (vi) are obligations under interest
rate, currency or other indexed exchange agreements, agreements for caps or
floors on interest rates, foreign exchange agreements or any other similar
agreements; (vii) are obligations under any guaranty, endorsement or other
contingent obligations in respect of, or to purchase or otherwise acquire,
indebtedness or obligations of other persons of the types referred to in clauses
(i) through (vi) above (other than endorsements for collection or deposits in
the ordinary course of business); or (viii) are obligations of other

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<PAGE> 15

persons of the type referred to in clauses (i) through (vii) above secured by a
lien to which any of the properties or assets of Company are subject, whether or
not the obligations secured thereby shall have been issued by the Company or
shall otherwise be the legal liability of the Company; and (b) any deferrals,
renewals, amendments, modifications, refundings or extensions of any such
indebtedness or obligations of the types referred to above; notwithstanding the
foregoing, Senior Indebtedness shall not include (1) any indebtedness of the
Company to any of its subsidiaries, (2) any indebtedness or obligation of the
Company which by its express terms is stated to be not superior in the right of
payment to the Subordinated Debt Securities or to rank pari passu with, or to be
subordinated to, the Subordinated Debt Securities or (3) any indebtedness or
obligation incurred by the Company in connection with the purchase of any assets
or services in the ordinary course of business and which constitutes a trade
payable or account payable. (Subordinated Debt Indenture, Section 1.1)

By reason of such subordination, in the event of insolvency, creditors of
the Company (including holders of Subordinated Debt Securities) who are not
holders of Senior Indebtedness may recover less, ratably, than holders of Senior
Indebtedness.

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

MERGER OR CONSOLIDATION

Each of the Indentures provides that the Company may not merge or
consolidate with any other person or persons (whether or not affiliated with the
Company) or sell, convey, transfer or lease all or substantially all of its
Property to any other person or persons (whether or not affiliated with the
Company), unless (a) either the Company shall be the continuing person, or the
successor person or the person which acquires by sale, conveyance, transfer or
lease substantially all the property of the Company (if other than the Company)
shall be a corporation organized under the laws of the United States or any
state thereof and shall expressly assume all the obligations of the Company
under such Indenture and the relevant Debt Securities and coupons and (b)
immediately after giving effect to such merger, consolidation, sale, conveyance,
transfer or lease, no Event of Default or event or condition which, after notice
or lapse of time or both, would become an Event of Default with respect to the
Debt Securities of any series under such Indenture shall have occurred and be
continuing. After any such transfer (except in the case of a lease), the Company
shall be discharged from all obligations and covenants under such Indenture.
(Senior and Subordinated Debt Indentures, Sections 9.1 and 9.2)

EVENTS OF DEFAULT

An Event of Default is defined under each Indenture with respect to Debt
Securities of any series issued under such Indenture as being: (a) default in
payment of any principal of or premium, if any, on the Debt Securities of such
series, either at maturity, upon any redemption, by declaration or otherwise
(including a default in the deposit of any sinking fund payment with respect to
the Debt Securities of such series when and as due); (b) default for 30 days in
payment of any interest on any Debt Securities of such series; (c) default for
90 days after written notice in the observance or performance of any other
covenant or agreement in the Debt Securities of such series or such Indenture
other than a covenant or agreement which is not applicable to the Debt
Securities of such series; (d) certain events of bankruptcy, insolvency or
reorganization; or (e) any other Event of Default provided in the supplemental
indenture under which such series of Debt Securities is issued, in the form of
Debt Security for such series or otherwise established as contemplated by the
Senior and Subordinated Debt Indentures. (Senior and Subordinated Debt
Indentures, Section 5.1)

Each Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under such Indenture or due to the default in the performance
of any other covenant or agreement of the Company applicable to the Debt
Securities of such series but not applicable to Debt Securities of any other
series issued under such Indenture shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt Securities of such series may declare the principal (or such
portion thereof as may be

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<PAGE> 16

specified in the terms thereof) of all Debt Securities of such series and
interest accrued thereon to be due and payable immediately; and (b) if an Event
of Default due to a default in the performance of any covenants or agreements
applicable to outstanding Debt Securities of more than one series issued under
such Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of outstanding Debt Securities
of all such affected series (treated as one class) may declare the principal (or
such portion thereof as may be specified in the terms thereof) of all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of (or premium,
if any) or interest on such Debt Securities) by the holders of a majority in
principal amount of the outstanding Debt Securities of all such affected series
(treated as one class). If an Event of Default due to certain events of
bankruptcy, insolvency or reorganization shall occur, the principal (or such
portion thereof as may be specified in the terms thereof) of and interest
accrued on all Debt Securities then outstanding shall become due and payable
immediately, without action by the Trustees or the holders of any such Debt
Securities. (Senior and Subordinated Debt Indentures, Sections 5.1 and 5.10)

Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities issued under such Indenture
before proceeding to exercise any right or power under such Indenture at the
request of such holders. (Senior and Subordinated Debt Indentures, Section 5.6).
Subject to such provisions for the indemnification and certain other
limitations, the holders of a majority in principal amount of the outstanding
Debt Securities of each affected series issued under such Indenture (treated as
one class) may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to such series. (Senior and Subordinated
Debt Indentures, Section 5.9)

Each Indenture provides that no holder of Debt Securities of any series or
of any coupon issued under such Indenture may institute any action against the
Company under such Indenture (except actions for payment of overdue principal,
premium, if any, or interest) unless (1) such holder previously shall have given
to the Trustee written notice of default and continuance thereof, (2) the
holders of not less than 25% in aggregate principal amount of the outstanding
Debt Securities of each affected series issued under such Indenture (treated as
one class) shall have requested the Trustee to institute such action and shall
have offered the Trustee reasonable indemnity, (3) the Trustee shall not have
instituted such action within 60 days of such request and (4) the Trustee shall
not have received direction inconsistent with such written request by the
holders of a majority in principal amount of the outstanding Debt Securities of
each affected series issued under such Indenture (treated as one class). (Senior
and Subordinated Debt Indentures, Sections 5.6 and 5.9)

Each Indenture contains a covenant that the Company will file annually with
the Trustee a certificate to the effect that no default exists under such
Indenture or a certificate specifying any default that exists. (Senior and
Subordinated Debt Indentures, Section 3.5)

DEFEASANCE

Each Indenture provides that the Company may defease and be discharged from
any and all obligations (except as otherwise described in (a) below) with
respect to the Debt Securities of any series which have not already been
delivered to the Trustee for cancellation and which have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee, as trust
funds, money or, in the case of Debt Securities payable only in U.S. dollars,
U.S. Government Obligations (as defined) which through the payment of principal
and interest in accordance with their terms will provide money, in an amount
certified to be sufficient to pay at maturity (or upon redemption) the principal
of (and premium, if any) and interest on such Debt Securities.

In addition, each Indenture provides that with respect to each series of
Debt Securities issued under such Indenture, the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to the Debt
Securities of such series (except for the obligations to register the transfer
or exchange of

15
<PAGE> 17

the Debt Securities of such series and of coupons appertaining thereto, to
replace temporary or mutilated, destroyed, lost or stolen Debt Securities of
such series and of coupons appertaining thereto, to maintain an office or agency
in respect of the Debt Securities of such series and to hold moneys for payment
in trust) or (b) to be released from the restrictions described under "Senior
Debt," if applicable, and "Merger or Consolidation" and, to the extent specified
in connection with the issuance of such series of Debt Securities, other
covenants applicable to such series of Debt Securities, upon the deposit with
the Trustee (or other qualifying trustee), in trust for such purpose, of money
or, in the case of Debt Securities payable only in U.S. dollars, U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money, in an amount certified to be sufficient to
pay at maturity (or upon redemption) the principal of (and premium, if any) and
interest on the Debt Securities of such series. Such a trust may only be
established if, among other things, the Company has delivered to the Trustee an
opinion of counsel (as specified in the Indenture) to the effect that the
holders of the Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred. Such
opinion, in the case of a defeasance under clause (a) above, must refer to and
be based upon a ruling of the Internal Revenue Service or a change in applicable
Federal income tax law occurring after the date of such Indenture.

In the event of any "legal" defeasance of any series of Subordinated Debt
Securities issued thereunder, the Subordinated Debt Indenture provides that
holders of all outstanding Senior Indebtedness will receive written notice of
such defeasance. (Senior and Subordinated Debt Indentures, Section 10.1)

The foregoing provisions relating to defeasance may be modified in
connection with the issuance of any series of Debt Securities, and any such
modification will be described in the applicable Prospectus Supplement.

MODIFICATION OF THE INDENTURES

Each Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants or Events of
Default for the protection of the holders of any Debt Securities, (d) cure any
ambiguity or correct any inconsistency in such Indenture or add any other
provision which shall not adversely affect the interests of the holders of the
Debt Securities, (e) establish the forms or terms of Debt Securities of any
series or of the coupons appertaining to such Debt Securities, (f) change,
modify or eliminate any provision of the Senior Debt Indenture or the
Subordinated Debt Indenture which shall not be effective with respect to any
Debt Security issued prior to the execution of such supplemental indenture and
(g) evidence the acceptance of appointment by a successor trustee. (Senior and
Subordinated Debt Indentures, Section 8.1)

Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Debt Securities of all series issued under such
Indenture then outstanding and affected (voting as one class), 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 of the Debt
Securities of each series so affected; provided that the Company and the Trustee
may not, without the consent of the holder of each outstanding Debt Security
affected thereby, (a) extend the final maturity of any Debt Security, or reduce
the principal amount thereof, or reduce the rate (or alter the method of
computation) of interest thereon or reduce (or alter the method of computation
of) any amount payable in respect of or extend the time for payment of interest
thereon, or reduce any amount payable on or extend the time for the redemption
or repayment thereof or change the currency in which the principal thereof,
premium, if any, or interest thereon is payable or reduce the amount payable
upon acceleration or alter certain provisions of the Indenture relating to the
Debt Securities issued thereunder not denominated in U.S. dollars or impair or
affect the right to institute suit for the enforcement of any payment on any
Debt Security when due or, if the Debt Securities provide therefor, any right of
optional repayment at the option of the holder of such Debt Securities or (b)
modify any of the provisions of the Indenture regarding modification of such
Indenture, except to increase the percentage in principal amount of Debt
Securities of any series, the consent of the
16
<PAGE> 18

holders of which is required for any such modification. (Senior and Subordinated
Debt Indentures, Section 8.2)

In addition, the Subordinated Debt Indenture provides that it may not be
amended to alter the subordination of any outstanding Subordinated Debt
Securities without the consent of each holder of Senior Indebtedness then
outstanding whose rights would be adversely affected thereby. (Subordinated Debt
Indenture, Section 8.6)

GOVERNING LAW

Each of the Indentures provide that it and the Debt Securities issued
thereunder shall be deemed to be a contract under, and for all purposes shall be
construed in accordance with, the laws of the State of New York.

CONCERNING THE SENIOR DEBT INDENTURE TRUSTEE

First Union National Bank of North Carolina, the Trustee under the Senior
Debt Indenture, is one of a number of banks with which the Company maintains
ordinary banking relationships.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters and
(iv) through dealers.

Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of any Debt Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
to such Debt Securities. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Agents may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.

If any underwriters are utilized in the sale of any Debt Securities, the
Company will enter into an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement relating to such Debt
Securities, which will be used by the underwriters to make resales of such Debt
Securities. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.

If a dealer is utilized in the sale of any Debt Securities, the Company
will sell such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.

If so indicated in the Prospectus Supplement relating to such Debt
Securities, the Company will authorize agents, underwriters or dealers to
solicit offers by certain institutions to purchase Debt Securities from the
Company at the public offering price set forth in the Prospectus Supplement
pursuant to delayed delivery contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Contracts
may be entered into for a variety of reasons, including without limitation, the
need to assemble a pool of collateral, the need to match a refunding date or
interest coupon date, or to meet the business needs of the purchaser. Each
Contract will be for an amount not less than, and the aggregate principal amount
of Debt Securities sold pursuant to Contracts shall not be less nor more than,
the

17
<PAGE> 19

respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, education and
charitable institutions and other institutions, but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that (i) the purchase by a purchaser of the Debt Securities covered by
its Contract shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such purchaser is subject and
(ii) the Company shall have sold, and delivery shall have taken place to the
underwriters named in the Prospectus Supplement, such part of the Debt
Securities as is to be sold to them. The Prospectus Supplement will set forth
the commission payable to agents, underwriters or dealers soliciting purchases
of Debt Securities pursuant to Contracts accepted by the Company. The
underwriters and such agents or dealers will not have any responsibility in
respect of the validity or performance of Contracts.

Each series of Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Debt Securities are sold by
the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Debt Securities.

LEGAL MATTERS

The validity of the Debt Securities is being passed upon for the Company by
Arnall Golden & Gregory, LLP, Atlanta, Georgia. Such firm will rely, as to
matters of New York law, upon Baker & Botts, L.L.P., Houston, Texas. Jonathan
Golden, a partner of Arnall Golden & Gregory, LLP, is a director of the Company.

Certain legal matters relating to offerings of Debt Securities will be
passed upon on behalf of the applicable dealers, underwriters or agents by
counsel named in the applicable Prospectus Supplement.

EXPERTS

The consolidated balance sheets as of June 28, 1997 and June 29, 1996, and
the consolidated results of operations, shareholders' equity, cash flows and
schedule for each of the three years in the period ended June 28, 1997, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.

With respect to the unaudited interim financial information for the
quarters ended September 27, 1997, December 27, 1997 and March 28, 1998, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate reports
thereon state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on that information should be restricted in light of the limited nature
of the review procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited interim financial information because those
reports are not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act of 1933.

18
<PAGE> 20

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................... 2
Incorporation of Documents By Reference..................... 2
Sysco Corporation........................................... 4
Risk Factors................................................ 4
Forward-Looking Statements.................................. 6
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 7
Description of Debt Securities.............................. 7
Plan of Distribution........................................ 17
Legal Opinions.............................................. 18
Experts..................................................... 18
</TABLE>

19
<PAGE> 21

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee............... $147,500
Rating Agency Fees.......................................... 160,000
Fees and Expenses of Indenture Trustees..................... 7,000
Printing Expenses........................................... 30,000
Accountants' Fees and Expenses.............................. 30,000
Legal Fees and Expenses..................................... 50,000
Blue Sky Fees and Expenses.................................. 11,000
Miscellaneous Expenses...................................... 15,000
--------
Total............................................. $450,500
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation and the By-laws of the Company contain provisions
covering indemnification of corporate directors and officers against certain
liabilities and expenses incurred as a result of proceedings involving such
persons in their capacities as directors and officers, including proceedings
under the Securities Act and the Exchange Act.

The Company has entered into indemnity contracts and provides indemnity
insurance pursuant to which officers and directors are indemnified and insured
against liability or loss under certain circumstances which may include
liability or related loss under the Securities Act and the Exchange Act.

Any agents, dealers or underwriters, who execute the agreements filed as
Exhibit 1 to this registration statement, will agree to indemnify the Company's
directors and its officers against certain liabilities which might arise under
the Securities Act or Exchange Act from information furnished to the Company by
or on behalf of any such indemnifying party.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
1 -- Form of Underwriting Agreement (Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
4(a) -- Senior Debt Indenture, dated as of June 15, 1995, between
Sysco Corporation and First Union National Bank, as
Trustee.
4(b) -- Form of Subordinated Debt Indenture between Sysco
Corporation and
, as Trustee (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
4(c) -- First Supplemental Indenture, dated as of June 27, 1995,
between Sysco Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit
4(e) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 29, 1996).
4(d) -- Second Supplemental Indenture, dated as of May 1, 1996,
between Sysco Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit
4(f) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 29, 1996).
</TABLE>

II-1
<PAGE> 22

<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
4(e) -- Third Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(g) to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 28, 1997).
4(f) -- Fourth Supplemental Indenture, dated as of April 25,
1997, between Sysco Corporation and First Union National
Bank, Trustee (Incorporated by reference to Exhibit 4(h)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 28, 1997).
5 -- Opinions of Arnall Golden & Gregory, LLP, counsel to
Sysco Corporation, and Baker & Botts, L.L.P. as to the
validity of the Debt Securities to be issued.
*12 -- Computation of Ratio of Earnings to Fixed Charges.
15 -- Letter from Arthur Andersen LLP regarding unaudited
interim financial information.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Arnall Golden & Gregory, LLP, counsel to Sysco
Corporation, and Baker & Botts, L.L.P. is contained in
the opinions filed as Exhibit 5.
*24 -- Power of Attorney (included in Signature Page of this
Registration Statement as originally filed).
*25(a) -- Form T-1 Statement of Eligibility of Trustee under the
Trust Indenture Act of 1939 of First Union National Bank.
</TABLE>

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

* Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a)(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.

(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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;

(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered

II-2
<PAGE> 23

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; and

(b) that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of 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.

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

The undersigned registrant hereby undertakes that:

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

(2) For the purpose of determining any liability under the Securities
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.

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance
with the rules and regulations prescribed by the Securities and Exchange
Commission under Section 305(b)(2) of the Trust Indenture Act of 1939, as
amended.

II-3
<PAGE> 24

SIGNATURES

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

SYSCO CORPORATION

By: /s/ BILL M. LINDIG
----------------------------------
Bill M. Lindig
President

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

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

/s/ BILL M. LINDIG President, Chief Executive Officer
- ----------------------------------------------------- and Director (principal
Bill M. Lindig executive officer) June 3, 1998

/s/ JOHN K. STUBBLEFIELD, JR. Senior Vice President and Chief
- ----------------------------------------------------- Financial Officer (principal
John K. Stubblefield, Jr. financial and accounting June 3, 1998
officer)

/s/ JOHN F. WOODHOUSE* Chairman of the Board of Directors June 3, 1998
- -----------------------------------------------------
John F. Woodhouse

/s/ JOHN W. ANDERSON* Director June 3, 1998
- -----------------------------------------------------
John W. Anderson

/s/ COLIN G. CAMPBELL* Director June 3, 1998
- -----------------------------------------------------
Colin G. Campbell

/s/ CHARLES H. COTROS* Director June 3, 1998
- -----------------------------------------------------
Charles H. Cotros

/s/ JUDITH B. CRAVEN* Director June 3, 1998
- -----------------------------------------------------
Judith B. Craven

/s/ FRANK A. GODCHAUX III* Director June 3, 1998
- -----------------------------------------------------
Frank A. Godchaux III

/s/ JONATHAN GOLDEN* Director June 3, 1998
- -----------------------------------------------------
Jonathan Golden

/s/ RICHARD G. MERRILL* Director June 3, 1998
- -----------------------------------------------------
Richard G. Merrill

/s/ FRANK H. RICHARDSON* Director June 3, 1998
- -----------------------------------------------------
Frank H. Richardson

/s/ PHYLLIS S. SEWELL* Director June 3, 1998
- -----------------------------------------------------
Phyllis S. Sewell
</TABLE>

II-4
<PAGE> 25

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

/s/ RICHARD J. SCHNIEDERS* Director June 3, 1998
- -----------------------------------------------------
Richard J. Schnieders

/s/ ARTHUR J. SWENKA* Director June 3, 1998
- -----------------------------------------------------
Arthur J. Swenka

/s/ THOMAS B. WALKER, JR.* Director June 3, 1998
- -----------------------------------------------------
Thomas B. Walker, Jr.

*By: /s/ BILL M. LINDIG
- -----------------------------------------------------
Bill M. Lindig
Attorney-in-Fact
</TABLE>

II-5
<PAGE> 26

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1 -- Form of Underwriting Agreement (Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
4(a) -- Senior Debt Indenture, dated as of June 15, 1995, between
Sysco Corporation and First Union National Bank, as
Trustee.
4(b) -- Form of Subordinated Debt Indenture between Sysco
Corporation and
, as Trustee (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
4(c) -- First Supplemental Indenture, dated as of June 27, 1995,
between Sysco Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit
4(e) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 29, 1996).
4(d) -- Second Supplemental Indenture, dated as of May 1, 1996,
between Sysco Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit
4(f) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 29, 1996).
4(e) -- Third Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(g) to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 28, 1997).
4(f) -- Fourth Supplemental Indenture, dated as of April 25,
1997, between Sysco Corporation and First Union National
Bank, Trustee (Incorporated by reference to Exhibit 4(h)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 28, 1997).
5 -- Opinions of Arnall Golden & Gregory, LLP, counsel to
Sysco Corporation, and Baker & Botts, L.L.P. as to the
validity of the Debt Securities to be issued.
*12 -- Computation of Ratio of Earnings to Fixed Charges.
15 -- Letter from Arthur Andersen LLP regarding unaudited
interim financial information.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Arnall Golden & Gregory, LLP, counsel to Sysco
Corporation, and Baker & Botts, L.L.P. is contained in
the opinions filed as Exhibit 5.
*24 -- Power of Attorney (included in Signature Page of this
Registration Statement as originally filed).
*25(a) -- Form T-1 Statement of Eligibility of Trustee under the
Trust Indenture Act of 1939 of First Union National Bank.
</TABLE>

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

* Previously filed.

<PAGE> 1

EXHIBIT 4(a)

SYSCO CORPORATION

AND

FIRST UNION NATIONAL BANK OF NORTH CAROLINA, TRUSTEE

INDENTURE

DATED AS OF JUNE 15, 1995
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Certain Terms Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.2 Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.3 Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.4 Authentication and Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.5 Execution of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.6 Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.7 Denomination and Date of Securities; Payments of Interest . . . . . . . . . . . . . . . . . . . . . 15
2.8 Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . 18
2.10 Cancellation of Securities; Destruction Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.11 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE III - COVENANTS OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

3.1 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.2 Offices for Payments, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.3 Appointment to Fill a Vacancy in Office of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.4 Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.5 Written Statement to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.6 Luxembourg Publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.7 Certain Covenants Applicable to the Securities; Limitations on Liens . . . . . . . . . . . . . . . . 24

ARTICLE IV - SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE . . . . . . . . . . . . . . . . . . . . 25

4.1 Issuer to Furnish Trustee Information As to Names and Addresses of Securityholders . . . . . . . . . 25
4.2 Reports by the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.3 Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE V - REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

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5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default . . . . . . . . . . . . . . . 26
5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt . . . . . . . . . . . . . . . . . . . 28
5.3 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.4 Suits for Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.5 Restoration of Rights on Abandonment of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 32
5.6 Limitations on Suits by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.7 Unconditional Right of Securityholder to Institute Certain Suits . . . . . . . . . . . . . . . . . . 32
5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default . . . . . . . . . . . . . . 33
5.9 Control by Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.10 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.11 Trustee to Give Notice of Default, But May Withhold in Certain Circumstances . . . . . . . . . . . . 34
5.12 Right of Court to Require Filing of Undertaking to Pay Costs . . . . . . . . . . . . . . . . . . . 34

ARTICLE VI - CONCERNING THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

6.1 Duties and Responsibilities of the Trustee; Prior to Default . . . . . . . . . . . . . . . . . . . . 35
6.2 Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds
Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.4 Trustee and Agents May Hold Securities or Coupons; Collections; etc . . . . . . . . . . . . . . . . 38
6.5 Moneys Held by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.6 Compensation and Indemnification of Trustee and Its Prior Claim . . . . . . . . . . . . . . . . . . 38
6.7 Right of Trustee to Rely on Officer's Certificate, etc . . . . . . . . . . . . . . . . . . . . . . . 39
6.8 Indentures Not Creating Potential Conflicting Interests for the Trustee . . . . . . . . . . . . . . 39
6.9 Persons Eligible for Appointment as Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.10 Resignation and Removal; Appointment of Successor Trustee . . . . . . . . . . . . . . . . . . . . . 39
6.11 Acceptance of Appointment by Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee . . . . . . . . . . . . . . . 42
6.13 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE VII - CONCERNING THE SECURITYHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

7.1 Evidence of Action Taken by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.2 Proof of Execution of Instruments and of Holding of Securities . . . . . . . . . . . . . . . . . . . 44
7.3 Holders to be Treated as Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.4 Securities Owned by Issuer Deemed Not Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.5 Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

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7.6 Record Date for Consents and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE VIII - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

8.1 Supplemental Indentures Without Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . 47
8.2 Supplemental Indentures With Consent of Securityholders . . . . . . . . . . . . . . . . . . . . . . 48
8.3 Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.4 Documents to Be Given to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.5 Notation on Securities in Respect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 50

ARTICLE IX - CONSOLIDATION, MERGER, SALE OR CONVEYANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

9.1 Issuer May Consolidate, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
9.2 Successor Issuer Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
9.3 Opinion of Counsel to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE X - SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS . . . . . . . . . . . . . . . . . . . . . . . 52

10.1 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.2 Application by Trustee of Funds Deposited for Payment of Securities . . . . . . . . . . . . . . . . 56
10.3 Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years . . . . . . . . . . . . . 56
10.5 Indemnity for U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XI - MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

11.1 Incorporators, Stockholders, Officers, Directors and Employees of Issuer Exempt from Individual
Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons . . . 57
11.3 Successors and Assigns of Issuer Bound by Indenture . . . . . . . . . . . . . . . . . . . . . . . 58
11.4 Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons . . . . . . . . . . . 58
11.5 Officer's Certificates and Opinions of Counsel; Statements to Be Contained Therein . . . . . . . . . 59
11.6 Payments Due on Saturdays, Sundays and Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 . . . . . . . . . . . . . . 60
11.8 New York Law to Govern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>

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11.10 Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.11 Securities in a Foreign Currency or in ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.12 Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE XII - REDEMPTION OF SECURITIES AND SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

12.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
12.2 Notice of Redemption; Partial Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.3 Payment of Securities Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption . . . . . . . . . . . 64
12.5 Mandatory and Optional Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
</TABLE>

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THIS INDENTURE, dated as of June 15, 1995 between SYSCO
CORPORATION, a Delaware corporation (the "Issuer"), and FIRST UNION NATIONAL
BANK OF NORTH CAROLINA, a national banking 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 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 done;

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 and of the coupons, if any, appertaining
thereto as follows:

ARTICLE I

DEFINITIONS

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

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terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular.

"Attributable Debt" with regard to a Sale and Lease-Back
Transaction with respect to any property means, at the time of determination,
the lesser of: (a) the fair market value of such property (as determined in
good faith by the Board of Directors of the Issuer); or (b) the present value
of the total net amount of rent required to be paid under such lease during the
remaining term thereof (including any period for which such lease has been
extended), discounted at the rate of interest set forth or implicit in the
terms of such lease (or, if not practicable to determine such rate, the
weighted average interest rate per annum borne by the Securities then
outstanding) compounded semi- annually. In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net amount shall
be the lesser of the net amount determined assuming termination upon the first
date such lease may be terminated (in which case the net amount shall also
include the amount of the penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be
so terminated) or the net amount determined assuming no such termination.

"Authenticating Agent" shall have the meaning set forth in
Section 6.13.

"Authorized Newspaper" means a newspaper (which, in the case
of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern Edition), in the case of the United Kingdom, will, if practicable, be
The Financial Times (London Edition) and, in the case of Luxembourg, will, if
practicable, be The Luxemburger Wort) published in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in The City of New
York, the United Kingdom or in Luxembourg, as applicable. If it shall be
impractical in the opinion of the Trustee to make any publication of any notice
required hereby in an Authorized Newspaper, any publication or other notice in
lieu thereof which is made or given with the approval of the Trustee shall
constitute a sufficient publication of such notice.

"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 a copy of 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, and delivered to the Trustee.

"Business Day" means, with respect to any Security, a day that
in the city of the principal Corporate Trust Office of the Trustee and in the
city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is neither a Saturday, Sunday or a
legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close.

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"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, then the body performing such duties on such date.

"Composite Rate" means, at any time, the rate of interest, per
annum, compounded semiannually, equal to the sum of the rates of interest borne
by each of the Securities Outstanding hereunder (as specified on the face of
each of the Securities, provided, that, in the case of the Securities with
variable rates of interest, the interest rate to be used in calculating the
Composite Rate shall be the interest rate applicable to such Securities at the
beginning of the year in which the Composite Rate is being determined and,
provided, further, that, in the case of Securities which do not bear interest,
the interest rate to be used in calculating the Composite Rate shall be a rate
equal to the yield to maturity on such Securities, calculated at the time of
issuance of such Securities) multiplied, in the case of each of the Securities,
by the percentage of the aggregate principal amount of all of the Securities
then Outstanding represented by such Security. For the purposes of this
calculation, the aggregate principal amounts of Outstanding Securities that are
denominated in a foreign currency, shall be calculated in the manner set forth
in Section 11.11.

"Consolidated Net Tangible Assets" means, as of any particular
time, the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom: (a) all current
liabilities, except for current maturities of long-term debt and of obligations
under capital leases; and (b) intangible assets, to the extent included in said
aggregate amount of assets, all as set forth on the most recent consolidated
balance sheet of the Issuer and its consolidated subsidiaries and computed 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 in Charlotte, North Carolina. Where the terms of
this Indenture refer to performance in New York, New York, the location and
address of such office are as follows:

c/o IBJ Shroeder Bank & Trust
Stock Transfer Department, SCI
One State Street
New York, New York 10004
Attention: Raymond Lifzewsky
Phone: (212) 858-2847

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

"Depositary" means, with respect to the Securities of any
series issuable or issued in the form of one or more Registered 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

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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
Registered Global Securities of that series.

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

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

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

"Foreign Currency" means a currency issued by the government
of a country other than the United States.

"Holder," "Holder of Securities," "Securityholder" or other
similar terms mean (a) in the case of any Registered 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, and (b) in the
case of any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.

"Indebtedness" shall have the meaning set forth in Section
5.1.

"Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular
series of Securities established as contemplated hereunder.

"Interest" shall include interest payable after maturity and
any additional amount payable in connection with the applicable Securities.

"Issuer" means Sysco Corporation, a Delaware corporation and,
subject to Article IX, its successors and assigns.

"Issuer Order" means a written statement, request or order of
the Issuer signed in its name by the Chairman or Vice Chairman of the Board of
Directors, the President, any Vice President or the Treasurer of the Issuer.

"Judgment Currency" shall have the meaning set forth in
section 11.12.

"Officer's Certificate" means a certificate signed by the
Chairman or Vice Chairman of the Board of Directors, the President or any Vice
President or the Treasurer of the Issuer and

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delivered to the Trustee. Each such certificate shall comply with Section 314
of the Trust Indenture Act of 1939 and include the statements provided for in
Section 11.5.

"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 comply with section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.5.

"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.

"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 thereat pursuant to
Section 5.1.

"Outstanding" 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 canceled by the
Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the
payment or redemption of which moneys or U.S. Government Obligations
in the necessary amount (as provided for in Section 10.1) 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 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 amount of the principal thereof
that

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would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

"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 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, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

"principal" whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and premium,
if any."

"Principal Property" means the land, improvements, buildings
and fixtures (including any leasehold interest therein) constituting the
principal corporate office, any manufacturing plant, any manufacturing,
distribution or research facility or self-serve center (in each case, whether
now owned or hereafter acquired) which is owned or leased by the Issuer or any
Subsidiary and is located within the United States of America or Canada unless
the Board of Directors of the Issuer has determined in good faith that such
office, plant, facility or center is not of material importance to the total
business conducted by the Issuer and its Subsidiaries taken as a whole. With
respect to any Sale and Lease-Back Transaction or series of related Sale and
Lease-Back Transactions, the determination of whether any property is a
Principal Property shall be determined by reference to all properties affected
by such transaction or series of transactions.

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

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

"Registered Security" means any Security registered on the
Security register of the Issuer.

"Required Currency" shall have the meaning set forth in
Section 11.12.

"Responsible Officer" when used with respect to the Trustee
means the chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any
vice president, (whether or not designated by numbers or words added before or
after the title "vice president"), the cashier, the secretary, the treasurer,
any trust officer, any assistant trust officer, any assistant vice president,
any assistant cashier, any assistant secretary, any assistant

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treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

"Sale and Lease-Back Transaction" means any arrangement with
any Person providing for the leasing by the Issuer or any Subsidiary of any
Principal Property which property has been or is to be sold or transferred by
the Issuer or such Subsidiary to such Person.

"Security" or "Securities" has the meaning stated in the first
recital of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

"Subsidiary" means any corporation of which outstanding voting
stock having the power to elect a majority of the board of directors of such
corporation is at the time owned, directly or indirectly, by the Issuer or by
one or more other Subsidiaries, or by the Issuer and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

"Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in force at the
date as of which this Indenture was 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 agent of such trustee and 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.

"Unregistered Security" means any Security other than a
Registered Security.

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

"Yield to Maturity" means the yield to maturity (i) on a
series of Securities or (ii) if the Securities of a series are issuable from
time to time, on a Security of such series, calculated at the time of issuance
of such series in the case of clause (i) or at the time of issuance of such
Security of such series in the case of clause (ii), or, if applicable, at the
most recent redetermination of interest on such series or on such Security, and
calculated in accordance with the constant interest method or such other
accepted financial practice as is specified in the terms of such Security.

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<PAGE> 13
ARTICLE II

SECURITIES

2.1 Forms Generally. The Securities of each series and
the Coupons, if any, to be attached thereto shall be substantially in such form
(not inconsistent with this Indenture) as shall be established by 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 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 and
Coupons, if any, as evidenced by their execution of such Securities and
Coupons.

The definitive Securities and Coupons, if any, 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 and Coupons, if any, as evidenced by their execution of such
Securities and Coupons, if any.

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

Date:

"This is one of the Securities referred to in the
within-mentioned Indenture.

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, 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 Authenticating
Agent's certificate of authentication to be borne by the Securities of each
such series shall be substantially as follows:

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<PAGE> 14
"This is one of the Securities referred to in the
within-mentioned Indenture.

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Authenticating
Agent

By:
------------------------------
Authorized Officer"

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 each
such series shall rank equally and pari passu with all other unsecured and
unsubordinated debt of the Issuer. There shall be established by 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 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) if other than Dollars, the coin or currency
or units thereof in which the Securities of that series are
denominated (including, but not limited to, any Foreign Currency or
ECU);

(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
such interest shall accrue, on which such interest shall be payable
and (in the case of Registered Securities) on which a record shall be
taken for the determination of Holders to whom interest is payable
and/or the method by which such rate or rates or date or dates shall
be determined;

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<PAGE> 15
(6) the method by which amounts payable in
respect of principal, premium, if any, or interest, if any, on such
Securities may be calculated, and any currencies, commodities or
indices, or value, rate or price, relevant to such calculation;

(7) the place or places where the principal of
and any interest on Securities of the series shall be payable (if
other than as provided in Section 3.2);

(8) the right, if any, of the Issuer to redeem or
cause to be redeemed Securities of the series, in whole or in part, at
its option and the period or periods within which, the price or prices
(and/or method by which such price or prices shall be determined) at
which and any terms and conditions upon which and the manner in which
(if different from the provision of Article XII hereof), Securities of
the series may be so redeemed, 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 price or
prices (and/or the method by which such price or prices shall be
determined) at which, the period or periods within which and any terms
and conditions upon which and the manner in which (if different from
the provisions of Article XII hereof) Securities of the series shall
be redeemed, purchased or repaid pursuant to such obligation;

(10) if other than denominations of $1,000 and any
integral multiple thereof in the case of Registered Securities, or
$1,000 and $5,000 in the case of Unregistered Securities, 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 declaration of acceleration of the maturity
thereof;

(12) if other than the coin or currency or units
thereof in which the Securities of that series are denominated, the
coin or currency or units thereof in which payment of the principal of
or interest on the Securities of such series shall be payable;

(13) if the principal of or interest on the
Securities of such series are to be payable, at the election of the
Issuer or a Holder thereof, in a coin or currency or units thereof
other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such
election may be made;

(14) if the amount of payments of principal of
and/or interest on the Securities of the series may be determined with
reference to the value or price of any one or more commodities,
currencies or indices, the manner in which such amounts will be
determined;

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<PAGE> 16
(15) whether the Securities of the series will be
issuable as Registered Securities (and if so, whether such Securities
will be issuable as Registered Global Securities) or Unregistered
Securities (with or without coupons), or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery
of Unregistered Securities or the payment of interest thereon and, if
other than as provided in Section 2.8, the terms upon which
Unregistered Securities of any series may be exchanged for Registered
Securities of such series and vice versa;

(16) whether and under what circumstances the
Issuer will pay additional amounts on the Securities of the series
held by a person who is not a U.S. Person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so,
whether the Issuer will have the option to redeem such Securities
rather than pay such additional amounts;

(17) 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;

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

(19) any other events of default or covenants not
set forth herein with respect to the Securities of such series;

(20) the terms and conditions upon which and the
manner in which Securities of the series may be defeased or discharged
if different from the provisions set forth under the defeasance
provision herein;

(21) offices at which presentations and demands
may be made and notices may be served, if other than the Corporate
Trust Office of the Trustee; and

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

All Securities of any one series and Coupons, if any,
appertaining thereto, shall be substantially identical, except in the case of
Registered Securities 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.

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<PAGE> 17
2.4 Authentication and Delivery of Securities. The Issuer
may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, 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) or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by an Issuer Order. The maturity date, original
issue date, interest rate and any other terms of the Securities of such series
and Coupons, if any, appertaining thereto 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 or
electronic instructions from the Issuer or its duly authorized agent, which
instructions shall be promptly confirmed in writing. In authenticating such
Securities 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 and Coupons, if any, 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 and any other terms of Securities of such series shall be
determined by an Issuer Order or pursuant to such procedures and (d)
if provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic
instructions from the Issuer or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing;

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

(3) an Officer's Certificate setting forth the
form or forms and terms of the Securities and Coupons, if any, stating
that the form or forms and terms of the Securities and Coupons, if
any, 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 addressed to the Trustee permitting to
it rely on an Opinion of Counsel, substantially to the effect that:

(a) the forms of the Securities and
Coupons, if any, have been duly authorized and established in
conformity with the provisions of this Indenture;

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

(c) the execution and delivery by the
Issuer of, and the performance by the Issuer of its
obligations under, the Securities and Coupons, if any, will
not contravene any provision of the certificate of
incorporation or bylaws of the Issuer or any agreement or
other instrument binding upon the Issuer or, to the best of
such counsel's knowledge, but without any independent
investigation, any judgment, order or decree of any
governmental body, agency or court having jurisdiction over
the Issuer, 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 and
Coupons, if any, 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 and Coupons, if any.

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 except those governed by 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 he
and the Trustee are entitled so to rely. Such counsel may also state that,
insofar as such opinion involves factual matters, he has relied, to the extent
he 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 under this Section 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

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<PAGE> 19
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would 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 Registered
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate
principal amount of all or a portion of the Securities of such series issued
and not yet canceled or exchanged, (ii) shall be registered in the name of the
Depositary for such Registered 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 law or regulation.

2.5 Execution of Securities. The Securities and, if
applicable, each Coupon appertaining thereto shall be signed on behalf of the
Issuer by the Chairman or Vice Chairman of its Board of Directors or its
President, any Vice President or its Treasurer, under its corporate seal
(except in the case of Coupons) which may, but need not, be attested. 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 or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or
Coupon had not ceased to be such officer of the Issuer; and any Security or
Coupon may be signed on behalf of the Issuer by such persons as, at the actual
date of the execution of such Security or Coupon, 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.

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<PAGE> 20
2.6 Certificate of Authentication. Except as provided in
Section 6.13 hereof, 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 officers, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. No Coupon shall be entitled to the benefits of this Indenture or
shall be valid and obligatory for any purpose until the certificate of
authentication on the Security to which such Coupon appertains shall have been
duly executed by the Trustee. The execution of such certificate by the Trustee
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.

2.7 Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations as shall be specified
pursuant to Section 2.3 or, with respect to the Registered Securities of any
series, if not so established, in denominations of $1,000 and any integral
multiple thereof. If denominations of Unregistered Securities of any series
are not so established, such Securities shall be issuable in denominations of
$1,000 and $5,000. 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 Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as specified
pursuant to Section 2.3. The Securities of each series shall bear interest, if
any, from the date, and such interest shall be payable on the dates,
established as contemplated by Section 2.3.

The Person in whose name any Registered Security of any series
is registered at the close of business on any record date applicable to such
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 Registered Security subsequent
to the record date and prior to such interest payment date, except in the case
of any such transfer or exchange 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 Registered Securities for such series are registered 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 Registered Securities not less than 15 days preceding such
subsequent record date. 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 Registered Securities of such series, or, if no such date is so specified,
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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<PAGE> 21
2.8 Registration, Transfer and Exchange. The Issuer will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 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 Registered Securities of such series and the registration
of transfer of Registered Securities of such series. 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 by the Trustee.

Upon due presentation for registration of transfer of any
Registered Security of any series at any such office or agency to be maintained
for the purpose as provided in Section 3.2, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same
series, of like tenor, in authorized denominations for a like aggregate
principal amount.

Unregistered Securities (except for any temporary global
Unregistered Securities) and Coupons (except for Coupons attached to any
temporary global Unregistered Securities) shall be transferable by delivery.

At the option of the Holder thereof, any Security may be
exchanged as provided below for a Security of the same series, in authorized
denominations, of like tenor and in an equal aggregate principal amount upon
surrender of such Security at an office or agency to be maintained for such
purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3,
and the Issuer shall execute, and the Trustee shall authenticate and deliver in
exchange therefor, the Security or Securities which the Holder making the
exchange shall be entitled to receive bearing a number or other distinguishing
symbol not contemporaneously outstanding. Subject to the foregoing, (i) a
Registered Security of any series (other than a Registered Global Security,
except as set forth below) may be exchanged for a Registered Security or
Securities of the same series; (ii) if the Securities of any Series are issued
in both registered and unregistered form, except as otherwise specified
pursuant to Section 2.3, an Unregistered Security may be exchanged for a
Registered Security or Securities of the same series, but a Registered Security
may not be exchanged for an Unregistered Security or Securities; and (iii) if
Unregistered Securities of any series are issued in more than one authorized
denomination, except as otherwise specified pursuant to Section 2.3, any such
Unregistered Security may be exchanged for an Unregistered Security or
Securities of the same series; provided that in connection with the surrender
of any Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default must be surrendered with the
Securities being exchanged.

All Registered Securities presented for registration of
transfer, exchange, redemption, repurchase or payment 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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<PAGE> 22
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
exchange or registration of transfer of Securities. No service charge shall be
made for any such transaction.

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 of notice of redemption of Securities of such
series to be redeemed or (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.

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 Registered Global Security representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Securities of
a series represented by one or more Registered Global Securities notifies the
issuer that it is unwilling or unable to continue as Depositary for such
Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall
appoint a successor Depositary eligible under Section 2.4 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.4
for such Registered 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 Registered Securities
be represented by one or more Registered Global Securities shall no longer be
effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without Coupons, in any authorized
denominations, of like tenor, in an aggregate principal amount equal to the
principal amount of the Registered Global Security or Securities representing
such Registered Securities in exchange for such Registered Global Security or
Securities.

The Issuer may at any time and in its sole discretion
determine that the Registered Securities of any series issued in the form of
one or more Registered Global Securities shall no longer be represented by a
Registered Global Security or Securities. In such event the Issuer will
execute, and the Trustee, upon receipt of an Officer's Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without Coupons, in any authorized denominations, of like tenor, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities, in
exchange for such Registered Global Security or Securities.

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<PAGE> 23
If specified by the Issuer pursuant to Section 2.3 with
respect to Securities represented by a Registered Global Security, the
Depositary for such Registered Global Security may surrender such Registered
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 Registered Security or Securities of the same series, of any
authorized denominations as requested by such Person, of like tenor,
in an aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Registered Global Security; and

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

Upon the exchange of a Registered Global Security for
Securities in definitive registered form without coupons, of like tenor, in
authorized denominations, such Registered Global Security shall be canceled by
the Trustee or an agent of the Issuer or the Trustee. Securities in definitive
registered form without coupons issued in exchange for a Registered Global
Security pursuant to this Section 2.8 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered 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 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 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.

Notwithstanding anything herein or in the terms of any series
of Securities to the contrary, none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee (any of which, other than the Issuer, shall rely on
an Officer's Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Security for any Outstanding Registered Security if
such exchange would result in adverse Federal income tax consequences to the
Issuer (such as, for example, the inability of the Issuer to deduct from its
income, as computed for Federal income tax purposes, the interest payable on
the Unregistered Securities) under then applicable United States Federal income
tax laws.

2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall become mutilated, defaced or be destroyed,
lost or stolen, the Issuer in its discretion may execute, and upon the written

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request of any officer of the Issuer, the Trustee shall authenticate and
deliver a new Security of the same series, of like tenor, 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 with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated,
defaced, destroyed, lost or stolen, or in exchange or substitution for the
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen. In every case the applicant for
a substitute Security or Coupon 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 them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the
Security and related Coupons to the Trustee or such agent.

Upon the issuance of any substitute Security or Coupon, 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 or Coupon 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 or the
relevant Coupon (without surrender thereof except in the case of a mutilated or
defaced Security or Coupon), 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 then may require to save 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 their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such
Security or Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security or Coupon 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 or Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons 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 or
destroyed, lost or stolen Securities and Coupons 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.

2.10 Cancellation of Securities; Destruction Thereof. All
Securities and Coupons surrendered for payment, repurchase, 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

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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 or Coupons shall be
issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee or its agent shall destroy cancelled Securities
and Coupons held by it and deliver a certificate of destruction to the Issuer.
If the Issuer or its agent shall acquire any of the Securities or Coupons, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities or Coupons unless and until the
same are delivered to the Trustee or its agent for cancellation.

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 as Registered Securities without coupons, or as Unregistered
Securities with or without coupons attached thereto, of 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, in the case of Registered Securities, at each office
or agency to be maintained by the Issuer for that purpose pursuant to Section
3.2 and, in the case of Unregistered Securities, at any office or agency
maintained by the Issuer for such purpose as specified pursuant to Section 2.3,
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 and, in the case
of Unregistered Securities, having attached thereto any appropriate Coupons.
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. The provisions of this
Section are subject to any restrictions or limitations that may be established
with respect to the Securities of any series pursuant to Section 2.3 (including
any provision that Unregistered Securities of such series initially be issued
in the form of a single global Unregistered Security to be delivered to a
depositary or agency located outside the United States and the procedures
pursuant to which definitive or global Unregistered Securities of such series
would be issued in exchange for such temporary global Unregistered Security).

2.12 CUSIP Numbers. The Issuer in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other

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identification numbers printed on the Securities, and any such notice of
redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE III

COVENANTS OF THE ISSUER

3.1 Payment of Principal and Interest. The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on,
each of the Securities of such series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at
the respective times and in the manner provided in such Securities and in the
Coupons appertaining thereto and in this Indenture. The interest on
Unregistered Securities with Coupons attached shall be payable only upon
presentation and surrender of the Coupons evidencing the right to such
installment of interest as they severally mature. If any temporary
Unregistered Security provides that interest thereon may be paid while such
Security is in temporary form, the interest on any such temporary Unregistered
Security shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions that may be established pursuant to Section 2.3.
The interest on Registered Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders entitled thereto and, at the option of
the Issuer, may be paid by wire transfer or by mailing checks for such interest
payable to or upon the written order of such Holders at their last addresses as
they appear on the registry books of the Issuer.

3.2 Offices for Payments, etc. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an agency where the
Registered Securities of each series may be presented for payment, an agency
where the Securities of each series may be presented for exchange as is
provided in this Indenture and, if applicable, pursuant to Section 2.3 an
agency where the Registered Securities of each series may be presented for
registration of transfer as in this Indenture provided.

The Issuer will maintain one or more agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto
may be presented for payment. No payment on any Unregistered Security or
Coupon will be made upon presentation of such Unregistered Security or Coupon
at an agency of the Issuer within the United States nor will any payment be
made by transfer to an account in, or by mail to an address in, the United
States unless pursuant to applicable United States laws and regulations then in
effect such payment can be made without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, payments in

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Dollars of Unregistered Securities of any series and Coupons appertaining
thereto which are payable in Dollars may be made at an agency of the Issuer
maintained in the Borough of Manhattan, The City of New York if such payment in
Dollars at each agency maintained by the Issuer outside the United States for
payment on such Unregistered Securities is illegal or effectively precluded by
exchange controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City
of New York, an agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

The Issuer will give to the Trustee written notice of the
location of each such agency and of any change of location thereof. In case
the Issuer shall fail to maintain any agency required by this Section to be
located in the Borough of Manhattan, The City of New York, or shall fail to
give such notice of the location or of any change in the location of any of the
above agencies, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Trustee.

The Issuer may from time to time designate one or more
additional agencies where the Securities of a series and Coupons appertaining
thereto may be presented for payment, where the Securities of that series may
be presented for exchange as provided in this Indenture and where the
Registered Securities of that series may be presented for registration of
transfer as in this Indenture provided, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain the agencies provided for in
the immediately preceding paragraphs. The Issuer will give to the Trustee
prompt written notice of any such designation or rescission thereof.

3.3 Appointment to Fill a Vacancy in Office of Trustee.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

3.4 Paying Agents. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, 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 that such paying agent,

(a) will hold all sums received by it as such
agent for the payment of the principal of or interest on the
Securities of such series (whether such sums have been paid to it by
the Issuer or by any other obligor on the Securities of such series)
in trust for the benefit of the Holders of the Securities of such
series, or Coupons appertaining thereto, or of the Trustee, until such
sums shall be paid to such holders or otherwise disposed of as herein
provided;

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(b) will give the Trustee notice of any failure
by the Issuer (or by any other obligor on the Securities of such
series) to make any payment of the principal of or interest on the
Securities of such Series when the same shall be due and payable, and

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

The Issuer will, on or prior to each due date of the principal
of or interest on the Securities of such series, deposit with the paying agent
a sum sufficient to pay such principal or interest so becoming due, and (unless
such paying agent is the Trustee) the Issuer will promptly notify the Trustee
of its action or any failure to take such action.

If the Issuer shall act as its own paying agent with respect
to the Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the Holders of the Securities of such
series or the Coupons appertaining thereto a sum sufficient to pay such
principal or interest so becoming due. The Issuer will promptly notify the
Trustee of its action or any failure to take such action.

Anything in this Section to the contrary notwithstanding, the
Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid, or by Issuer Order direct any
paying agent to pay to the Trustee all sums held in trust for any such series
by the Issuer or any paying agent hereunder, as required by this Section, such
sums to be held by the Trustee upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 10.3 and 10.4.

3.5 Written Statement to Trustee. The Issuer will
deliver to the Trustee annually, commencing June 15, 1996, a certificate, from
its principal executive officer, principal financial officer or principal
accounting officer, stating whether or not to the best knowledge of the signer
thereof the Issuer is in compliance (without regard to periods of grace or
notice requirements) with all conditions and covenants under this Indenture,
and if the Issuer shall not be in compliance, specifying such non-compliance
and the nature and status thereof of which such signer may have knowledge.

3.6 Luxembourg Publications. In the event of the
publication of any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.2, 10.4,
12.2 or 12.5, the party making such publication in the Borough of Manhattan,
The City of New York and London shall also, to the extent that notice is
required to be given to Holders of Securities of any series by applicable
Luxembourg law or stock

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exchange regulation, as evidenced by an Officer's Certificate delivered to such
party, make a similar publication in Luxembourg.

3.7 Certain Covenants Applicable to the Securities;
Limitations on Liens. The Issuer covenants in this Indenture that it will not,
and will not permit any Subsidiary to, issue, incur, create, assume or
guarantee any debt for borrowed money (including all obligations evidenced by
bonds, debentures, notes or similar instruments) secured by a mortgage,
security interest, pledge, lien, charge or other encumbrance ("mortgage") upon
any Principal Property or upon any shares of stock or indebtedness of any
Subsidiary that owns or leases a Principal Property (whether such Principal
Property, shares or indebtedness are now existing or owed or hereafter created
or acquired) without in any such case effectively providing concurrently with
the issuance, incurrence, creation, assumption or guaranty of any such secured
debt, or the grant of such mortgage, that the Securities (together with, if the
Issuer shall so determine, any other indebtedness of or guarantee by the Issuer
or such Subsidiary ranking equally with the Securities) shall be secured
equally and ratably with (or, at the option of the Issuer, prior to) such
secured debt. The foregoing restriction, however, will not apply to each of
the following: (a) mortgages on property, shares of stock or indebtedness or
other assets of any corporation existing at the time such corporation becomes a
Subsidiary, provided that such mortgages or liens are not incurred in
anticipation of such corporation's becoming a Subsidiary; (b) mortgages on
property, shares of stock or indebtedness or other assets existing at the time
of acquisition thereof by the Issuer or a Subsidiary or to secure the payment
of all or any part of the purchase price thereof, or mortgages on property,
shares of stock or indebtedness or other assets to secure any debt incurred
prior to, at the time of, or within 180 days after, the latest of the
acquisition thereof or, in the case of property, the completion of
construction, the completion of improvements or the commencement of substantial
commercial operation of such property for the purpose of financing all or any
part of the purchase price thereof, such construction or the making of such
improvements; (c) mortgages to secure indebtedness owing to the Issuer or to a
Subsidiary; (d) mortgages existing at the date of the initial issuance of any
Securities then outstanding; (e) mortgages on property of a Person existing at
the time such Person is merged into or consolidated with the Issuer or a
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a Person as an entirety or substantially as an entirety to the
Issuer or a Subsidiary provided that such mortgage was not incurred in
anticipation of such merger or consolidation or sale, lease or other
disposition; (f) mortgages in favor of the United States of America or any
state, territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States of America or any state, territory or possession thereof (or the
District of Columbia), to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such mortgages; or (g)
extensions, renewals or replacements of any mortgage referred to in the
foregoing clauses (a), (b), (d), (e) or (f); provided, however, that the
principal amount of indebtedness secured thereby shall not exceed the principal
amount of indebtedness so secured at the time of such extension, renewal or
replacement. Any mortgages permitted by any of the foregoing clauses (a)
through (g) shall not extend to or cover any Principal Property of the Issuer
or such Subsidiary or shares of stock or

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indebtedness of such Subsidiary, as the case may be, other than the property,
including improvements thereto, stock or indebtedness specified in such
clauses.

Notwithstanding the restrictions outlined in the preceding
paragraph, the Issuer or any Subsidiary will be permitted to issue, incur,
create, assume or guarantee debt secured by a mortgage which would otherwise be
subject to such restrictions, without equally and ratably securing the
Securities, provided that after giving effect thereto, the aggregate amount of
all debt so secured by mortgages (not including mortgages permitted under
clauses (a) through (g) above) does not exceed 20% of the Consolidated Net
Tangible Assets of the Issuer.

3.8 Limitations on Sale and Lease-Back Transactions. The
Issuer covenants that it will not, nor will it permit any Subsidiary to, enter
into any Sale and Lease-Back Transaction with respect to any Principal
Property, other than any such transaction involving a lease for a term of not
more than three years or any such transaction between the Issuer and a
Subsidiary or between Subsidiaries, unless: (a) the Issuer or such Subsidiary
would be entitled to incur indebtedness secured by a mortgage on the Principal
Property involved in such transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Securities, pursuant to the limitation on
liens described above; or (b) the proceeds of such transaction are at least
equal to the fair market value of the affected Principal Property (as
determined in good faith by the Board of Directors of the Issuer) and the
Issuer applies an amount equal to the greater of the net proceeds of such sale
or the Attributable Debt with respect to such Sale and Lease-Back Transaction
within 180 days of such sale to either (or a combination of) (i) the retirement
(other than any mandatory retirement, mandatory prepayment or sinking fund
payment or by payment at maturity) of debt for borrowed money of the Issuer or
a Subsidiary (other than debt that is subordinated to the Securities or debt to
the Issuer or a subsidiary) that matures more than 12 months after its creation
of such debt or (ii) the purchase, construction or development of other
comparable property.

ARTICLE IV

SECURITYHOLDERS LISTS AND REPORTS
BY THE ISSUER AND THE TRUSTEE

4.1 Issuer to Furnish Trustee Information As to Names and
Addresses of Securityholders. If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities 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 Registered Securities of such series pursuant
to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more
than 15 days after each record date for the payment of interest on such
Registered Securities, as hereinabove specified, as of such record date and on
dates to be determined pursuant to Section 2.3 for non-interest bearing
Registered Securities in each year, and (b) at such other times as the Trustee
may request in writing, within thirty days

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after receipt by the Issuer of any such request as of a date not more than 15
days prior to the time such information is furnished.

4.2 Reports by the Issuer. The Issuer covenants 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 that 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 pursuant to Section 314 of the Trust Indenture Act of 1939.

4.3 Reports by the Trustee. Any Trustee's report
required under Section 313(a) of the Trust Indenture Act of 1939 shall be
transmitted on or before January 15 in each year beginning January 15, 1996, as
provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any
Securities are Outstanding hereunder, and shall be dated as of a date
convenient to the Trustee no more than 60 days prior thereto.

ARTICLE V

REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

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

(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 all or any part of
the principal on any of the Securities of such series as and when the
same shall become due and payable either at maturity, upon any
redemption, by declaration or otherwise; or

(c) 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 (other than a
covenant or agreement in respect of the Securities of such series a
default in the performance or breach of which is elsewhere in this
Section specifically dealt with) or in this Indenture contained for a
period of 90 days after the date on which written notice specifying
such failure, stating that such notice is a "Notice of Default"
hereunder and demanding that the Issuer remedy the same, shall have
been given by registered or certified mail, return

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receipt requested, to the Issuer by the Trustee, or to the Issuer and
the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of all series affected thereby;
or

(d) a court having jurisdiction in the premises
shall enter a decree or order for relief in respect of the Issuer in
an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Issuer or for any substantial part of its
property or ordering the winding up or liquidation of its affairs, and
such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or

(e) the Issuer shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or consent to the entry of an order for relief
in an involuntary case under any such law or consent to the
appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Issuer
or for any substantial part of its property, or make any general
assignment for the benefit of creditors; or

(f) any other Event of Default provided in the
supplemental indenture under which such series of Securities is issued
or in the form of Security for such series.

If an Event of Default described in clauses (a), (b), (c) or
(f) (if the Event of Default under clause (c) or (f), as the case may be, is
with respect to less than all series of Securities then Outstanding) occurs and
is continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding
hereunder (voting as a single class) by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if the Securities of any such affected series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of all such affected series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration, the same shall become immediately due and payable. If an
Event of Default described in clause (c) or (f) (if the Event of Default under
clause (c) or (f), as the case may be, is with respect to all series of
Securities then Outstanding), occurs and is continuing, then and in each and
every such case, unless the principal of all the Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of all the Securities then outstanding hereunder
(treated as one class), by notice in writing to the Issuer (and to the Trustee
if given by Securityholders), may declare the entire principal (or, if any
securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding, and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable. If an Event of Default specified in Section 5.1(d) or (e)
occurs, the principal of and accrued

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interest on the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholder.

The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of the Securities of any
series (or of all the Securities, as the case may be) 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 upon all the Securities of such series (or of
all the Securities, as the case may be) and the principal of any and all
Securities of each such series (or of all the Securities, as the case may be)
which shall have become due otherwise than by acceleration (with interest upon
such principal and on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of each such series (or at the
respective rates of interest or Yields to Maturity of all the Securities, as
the case may be) to the date of such payment or deposit) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee and each
predecessor Trustee, its agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith, and if any
and all Events of Default under the Indenture, other than the non-payment of
the principal of Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and in
every such case the Holders of a majority in aggregate principal amount of all
the Securities of each such series, or of all the Securities, in each case
voting as a single class, then Outstanding, by written notice to the Issuer and
to the Trustee, may waive all defaults with respect to each such series (or
with respect to all the Securities, as the case may be) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and
annulled, the principal amount of such Original Issue Discount Securities shall
be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and
payment of such portion of the principal thereof as shall be due and payable as
a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

5.2 Collection of Indebtedness by Trustee; Trustee May
Prove Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity
of the Securities of such series or upon any

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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
of such series the whole amount that then shall have become due and payable on
all Securities of such series, and such Coupons, for principal or interest, as
the case may be (with interest to the date of such payment upon the overdue
principal and on overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in 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 and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of its negligence or bad faith.

Until such demand is made by the Trustee, the Issuer may pay
the principal of and interest on the Securities of any series to the Holders,
whether or not the principal of and interest on the Securities of such series
be overdue.

In case 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 action or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Issuer or other obligor
upon the Securities and collect in the manner provided by law out of the
property of the Issuer or other obligor upon the Securities, wherever situated
the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the
Issuer or any other obligor upon the Securities under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law, or in case a receiver, liquidator,
assignee, custodian, or trustee, sequestrator or similar official shall have
been appointed for or taken possession of the Issuer or its property or such
other obligor, or in case of any other comparable judicial proceedings relative
to the Issuer or other obligor upon the Securities, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities 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, shall be entitled and empowered, by intervention in such proceedings
or otherwise:

(a) to file and prove a claim or claims for the
whole amount of principal and interest (or, if the Securities of any
series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series)
owing and unpaid in respect of the Securities of any series, and to
file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee,
and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as
a result of gross negligence or bad faith) and of the Securityholders
allowed in any

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judicial proceedings relative to the Issuer or other obligor upon the
Securities, or to the creditors or property of the Issuer or such
other obligor,

(b) unless prohibited by applicable law and
regulations, to vote on behalf of the Holders of the Securities of any
series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in
comparable proceedings, and

(c) to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute
all amounts received with respect to the claims of the Securityholders
and of the Trustee on their behalf; and any trustee, receiver, or
liquidator, custodian or other similar official is hereby authorized
by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of payments
directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a
result of gross negligence or bad faith.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this
Indenture, or under any of the Securities of any series or Coupons appertaining
to such Securities, may be enforced by the Trustee without the possession of
any of the Securities of such series or Coupons appertaining to such Securities
or the production thereof in any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the
Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the Holders of the Securities or Coupons
appertaining to such Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the Holders of the Securities and Coupons appertaining to such Securities in
respect to which such action was taken, and it shall not be necessary to make
any Holders of such Securities or Coupons appertaining to such Securities
parties to any such proceedings.

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5.3 Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article in respect of any series shall be applied
in the following order at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to
such series in respect of which monies have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee
and their respective agents and attorneys and of all expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee and their respective agents and attorneys except
as a result of gross negligence or bad faith;

SECOND: In case the principal of the Securities of such
series in respect of which moneys have been collected shall not have
become and be then due and payable, to the payment of interest on the
Securities of such series in default in the order of the maturity of
the installments of such interest (with interest, to the extent that
such interest has been collected by the Trustee, upon the overdue
installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, such payments to be made ratably to the
Persons entitled thereto, without discrimination or preference);

THIRD: In case the principal of the Securities of such series
in respect of which moneys have been collected shall have become and
shall be then due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series for principal
and interest, with interest upon the overdue principal, and (to the
extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so
due and unpaid upon the Securities of such series, then to the payment
of such principal and interest, 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 of such series over any other Security of such series,
ratably to the aggregate of such principal and accrued and unpaid
interest; and

FOURTH: To the payment of the remainder, if any, to the Issuer
or any other Person lawfully entitled thereto.

5.4 Suits for Enforcement. In case an Event of Default
has occurred, has not been waived and is continuing, 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 at law or in
equity or in bankruptcy or

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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.

5.5 Restoration of Rights on Abandonment of Proceedings.
In case the Trustee or any Securityholder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been finally determined adversely to
the Trustee or such Securityholder, then and in every such case subject to any
determination in such proceedings, the Issuer and the Trustee or such
Securityholder shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders shall continue as though no such proceedings
had been taken.

5.6 Limitations on Suits by Securityholders. No Holder
of any Security of any series or of any Coupon appertaining thereto shall have
any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or other similar official or for any other remedy hereunder,
unless (i) such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided;
(ii) the Holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding (treated as a single class) shall
have made written request upon the Trustee to institute such action or
proceedings 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; (iii) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity shall
have failed to institute any such action or proceeding; and (iv) no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security or Coupon with every other
taker and Holder and the Trustee, that no one or more Holders of Securities of
any series or Coupons appertaining to such Securities shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other such Holder of
Securities or Coupons appertaining to such Securities, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of any
applicable series and Coupons appertaining to such Securities. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

5.7 Unconditional Right of Securityholder to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or coupon on
or after the respective due dates expressed in such Security or Coupon, or to

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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.

5.8 Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as provided in Section 5.6, no right or remedy
herein conferred upon or reserved to the trustee or to the Holders of
Securities or Coupons is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

No delay or omission of the Trustee or of any Holder of
Securities or Coupons to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities or Coupons.

5.9 Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of each series
affected (with all such series voting as a single class) at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture and provided further 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, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors, the executive committee, or a trust committee
of directors or Responsible Officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions
or forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Securityholders.

5.10 Waiver of Past Defaults. Prior to the acceleration
of the maturity of any Securities as provided in Section 5.1, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which a default or an Event of Default

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shall have occurred and be continuing (voting as a single class) may on behalf
of the Holders of all such Securities waive any past default or Event of
Default described in Section 5.1 and its consequences, except a default (a) in
the payment of principal or interest on any Security of such series or (b) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of
any such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

5.11 Trustee to Give Notice of Default, But May Withhold
in Certain Circumstances. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London (and, if required by Section 3.6, at least once in an Authorized
Newspaper in Luxembourg) and (ii) to all Holders of Registered Securities of
such series as the names and addresses of such Holders appear upon the registry
books of the Issuer, and to other Holders of Securities of such series as have
filed their names and addresses with the Trustee within two years preceding the
giving of such notice, unless in each case such defaults shall have been cured
before the mailing or publication of such notice (the term "defaults" for the
purpose of this Section being hereby defined to mean any event or condition
which is, or with notice or lapse of time or both would become, an Event of
Default); provided that, except in the case of default in the payment of the
principal of or interest on any of the Securities of such series, or in the
payment of any sinking fund installment on such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Securityholders of
such Series.

5.12 Right of Court to Require Filing of Undertaking to
Pay Costs. All parties to this Indenture agree, and each Holder of any
Security or Coupon 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, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder or

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group of Securityholders of any series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such series, or, in the case
of any suit relating to or arising under clause (c) or (f) of Section 5.1 (if
the suit relates to Securities of more than one but less than all series), 10%
in aggregate principal amount of Securities then Outstanding and affected
thereby, or in the case of any suit relating to or arising under clause (c) or
(f) (if the suit under clause (c) or (f) relates to all the Securities then
outstanding), of Section 5.1, 10% in aggregate principal amount of all
Securities then Outstanding, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of or interest or, any
Security on or after the due date expressed in such Security or any date fixed
for redemption.

ARTICLE VI

CONCERNING THE TRUSTEE

6.1 Duties and Responsibilities of the Trustee; 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 such 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 grossly negligent action, its own
grossly 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

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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;

(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 grossly 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 5.9
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.

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.

The provisions of this Section 6.1 are in furtherance of and
subject to Section 315 of the Trust Indenture Act of 1939.

6.2 Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and 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) whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an
Officer's Certificate;

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(d) 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;

(e) 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, 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;

(f) 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;

(g) 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 of 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

(h) 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.

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 or of the
Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof.

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6.4 Trustee and Agents May Hold Securities or Coupons;
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 or Coupons with the same rights it would have if it were not the
Trustee or such agent and 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.

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. Such moneys shall be invested in
accordance with the Issuer's written instructions. 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.

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, such compensation as shall be
agreed to in writing between the Issuer and the Trustee (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 and all loss, liability or expense,
including taxes (other than taxes based upon or measured by the income of the
Trustee) 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 of liability in the
premises. The obligations of the Issuer under this Section 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. 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 or Coupons, 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(d) or Section
5.1(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

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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, he 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.

6.8 Indentures Not Creating Potential Conflicting
Interests for the Trustee. As of the date hereof, the Issuer has no
outstanding debt securities issued pursuant to an indenture of which the
Trustee is the trustee.

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. Such corporation shall have
its principal place of business or an agency in the Borough of Manhattan, The
City of New York if there is such a corporation in such location willing to act
upon reasonable and customary terms and conditions. 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, 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. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 6.10.

The provisions of this Section 6.9 are in furtherance of and
subject to Section 310(a) of the Trust Indenture Act of 1939.

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 (i) if any Unregistered Securities of a
series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New
York, and at least once in an Authorized Newspaper in London (and, if
required by Section 3.6, at least once in an Authorized Newspaper in
Luxembourg), (ii) if any Unregistered Securities of a series affected
are then Outstanding, by mailing notice of such resignation to the
Holders thereof who have filed their names and addresses with the
Trustee within two years

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preceding the giving of such notice at such addresses as were so
furnished to the Trustee and (iii) by mailing notice of such
resignation to the Holders of then Outstanding Registered 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 5.12, 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 310(b) of the Trust Indenture
Act of 1939 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
Section 310(a) of the Trust Indenture Act of 1939 and shall
fail to resign after written request therefor by the Issuer or
by any 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 of the Issuer, 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 315(e) of the Trust Indenture Act of 1939, 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

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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 at the time
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.

(e) The Issuer shall give notice of each removal
of the Trustee (i) if any Unregistered Securities of a series affected
are then Outstanding, to the Holders thereof, by publication of such
notice at least once in an Authorized Newspaper in The City of New
York and at least once in an Authorized Newspaper in London (and, if
required by Section 3.6, at least once in an Authorized Newspaper in
Luxembourg), (ii) if any Unregistered Securities of a series affected
are then Outstanding, to the Holders thereof who have filed their
names and addresses with the Trustee within two years preceding the
giving of such notice, by mailing such notice to such Holders at such
addresses as were so furnished to the Trustee (and the Trustee shall
make such information available to the Issuer for such purpose) and
(iii) to the Holders of Registered Securities of each series affected,
by mailing such notice to such Holders at their addresses as they
shall appear on the registry books.

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 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
of its predecessor hereunder with respect to such series, 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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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 such
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.

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 Section 310(b)
of the Trust Indenture Act of 1939 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 (a) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and at least once
in an Authorized Newspaper in London (and, if required by Section 3.6, at least
once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof
who have filed their names and addresses with the Trustee within two years
preceding the giving of such notice, by mailing such notice to such Holders at
such addresses as were so furnished to the Trustee (and the Trustee shall make
such information available to the Issuer for such purpose) and (c) to the
Holders of Registered 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.

6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be 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 Section 310(b) of the Trust Indenture Act
of 1939 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.

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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.

6.13 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, State or District of Columbia
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 6.13 with respect to one or more series of
Securities,

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the Trustee shall upon receipt of an Issuer Order appoint a successor
Authenticating Agent 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, 6.6, 6.9 and 7.3 shall be applicable
to any Authenticating Agent.

ARTICLE VII

CONCERNING THE SECURITYHOLDERS

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.

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. The fact of the holding by any Holder
of an Unregistered Security of any series, and the identifying number
of such Security and the date of his holding the same, may be proved
by the production of such Security or by a certificate executed by any
trust company, bank, banker or recognized securities dealer wherever
situated satisfactory to the Trustee, if such

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certificate shall be deemed by the Trustee to be satisfactory. Each
such certificate shall be dated and shall state that on the date
thereof a Security of such series bearing a specified identifying
number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such
certificate. Any such certificate may be issued in respect of one or
more Unregistered Securities of one or more series specified therein.
The holding by the person named in any such certificate of any
Unregistered Securities of any series specified therein shall be
presumed to continue for a period of one year from the date of such
certificate unless at the time of any determination of such holding
(1) another certificate bearing a later date issued in respect of the
same Securities shall be produced, or (2) the Security of such series
specified in such certificate shall be produced by some other person,
or (3) the Security of such series specified in such certificate shall
have ceased to be Outstanding. Subject to Sections 6.1 and 6.2, the
fact and date of the execution of any such instrument and the amount
and numbers of Securities of any series held by the person so
executing such instrument and the amount and numbers of any Security
or Securities for such series may also be proven in accordance with
such reasonable rules and regulations as may be prescribed by the
Trustee for such series or in any other manner which the Trustee for
such series may deem sufficient.

(b) In the case of Registered Securities, the
ownership of such Securities shall be proved by the Security register
or by a certificate of the Security registrar.

The Issuer may set a record date for purposes of determining
the identity of Holders of Registered Securities of any series entitled to vote
or consent to any action referred to in Section 7.1, which record date may be
set at any time or from time to time by notice to the Trustee, for any date or
dates (in the case of any adjournment or reconsideration) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, with respect to
Registered Securities of any series, only Holders of Registered Securities of
such series of record on such record date shall be entitled to so vote or give
such consent or revoke such vote or consent.

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 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. The Issuer, the Trustee and any agent of the Issuer or
the Trustee may treat the Holder of any Unregistered Security and the Holder of
any Coupon as the absolute owner of such Unregistered Security or Coupon
(whether or not such Unregistered Security or Coupon shall be overdue) for the
purpose of receiving payment thereof or on account thereof and for all other
purposes and neither the Issuer, the Trustee, nor any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary. All such payments
so made to any such person, or upon his

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order, shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such
Unregistered Security or Coupon.

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 Person directly or indirectly controlling
or controlled by or under direct or indirect common control with 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 Person directly or indirectly controlling or controlled by or under direct
or indirect common control with 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.

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, revoke such action so far as
concerns such Security. 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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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 5.10, (ii) consent to any supplemental indenture in accordance with
Section 8.2 or (iii) waive compliance with any term, condition or provision of
any covenant hereunder (if the Indenture should expressly provide for such
waiver). If a record date is fixed, the Holders on such record date, or their
duly designated proxies, 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 90th day after such record date, any such waiver or consent
previously given shall automatically and without further action by any Holder
be canceled and of no further effect.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

8.1 Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its 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 for one or more of the following purposes:

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

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

(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 Securities or Coupons, 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

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aggregate principal amount of the Securities of such series to waive
such an Event of Default;

(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 or Coupons;

(e) to establish the forms or terms of Securities
of any series or of the Coupons appertaining to such Securities 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 may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

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 at the time Outstanding of all series affected by such supplemental
indenture (voting as a single class), the Issuer, when authorized by a
resolution of its 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 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 each such series or of the Coupons appertaining to
such Securities; 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 alter the
method of computation) of interest thereon

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or extend the time for payment thereof, or reduce (or alter the method
of computation of) any amount payable on redemption or repayment
thereof or extend the time for payment thereof, or make the principal
thereof or interest thereon (including any amount in respect of
original issue discount) payable in any coin or currency other than
that provided in the Securities and Coupons or in accordance with the
terms thereof, or reduce the amount that would be due and payable upon
an acceleration of the maturity of any Security pursuant to Section
5.1, or alter the provisions of Section 11.11 or 11.12 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 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 in principal
amount 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.

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

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 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, the
Trustee shall give notice thereof (i) to the Holders of then Outstanding
Registered 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, (ii) if any Unregistered Securities of a
series affected thereby are then Outstanding, to the Holders thereof who have
filed their names and addresses with the Trustee within two years

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preceding the giving of such notice, by mailing a notice thereof by first-class
mail to such Holders at such addresses as were so furnished to the Trustee and
(iii) if any Unregistered Securities of a series affected thereby are then
Outstanding, to all Holders thereof, by publication of a notice thereof at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York and at least once in an Authorized Newspaper in London (and, if
required by Section 3.6, at least once in an Authorized Newspaper in
Luxembourg), and in each case such notice shall set forth in general terms the
substance of such supplemental Indenture. 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.

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.

8.4 Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may 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.

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 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 Board of Directors, 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 IX

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

9.1 Issuer May Consolidate, etc. on Certain Terms.
Nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of the Issuer with 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 or conveyance of all or
substantially all the property of the Issuer

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to any other corporation (whether or not affiliated with the Issuer) authorized
to acquire and operate the same; provided, however, that immediately after
giving effect to such transaction, no Event of Default with respect to any
series of Securities and no event which, after notice or lapse of time or both,
would become an Event of Default with respect to any series of Securities shall
have occurred and be continuing; and provided further, that upon any such
consolidation, merger, sale or conveyance, other than a consolidation or merger
in which the Issuer is the continuing corporation, the due and punctual payment
of the principal of and interest on all of the Securities and Coupons,
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 which shall have acquired such property, and
provided further, that such corporation shall be incorporated under the laws of
the United States of America or a State of the United States of America.

9.2 Successor Issuer Substituted. In case of any such
consolidation, merger, sale or conveyance 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 on all of the Securities and Coupons
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 Issuer. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Issuer prior to such succession any or all of the Securities issuable
hereunder, together with any Coupons appertaining thereto, 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, together with any
Coupons appertaining thereto, which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee, and any Securities,
together with any Coupons appertaining thereto, which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All the Securities so issued, together with any Coupons
appertaining thereto, shall in all respects have the same legal rank and
benefit under this Indenture as the Securities and Coupons theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities and Coupons had been issued at the date of the execution
hereof.

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

In the event of any such sale or conveyance (other than a
conveyance by way of lease) the Issuer shall be discharged from all obligations
and covenants under this Indenture and the Securities and may be liquidated and
dissolved.

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9.3 Opinion of Counsel to Trustee. The Trustee, subject
to the provisions of Section 6.1 and 6.2, may receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

ARTICLE X

SATISFACTION AND DISCHARGE OF
INDENTURE; UNCLAIMED MONEYS

10.1 Satisfaction and Discharge of Indenture.

(a) If at any time (i) the Issuer shall have paid
or caused to be paid the principal of and interest on all the
Securities of any series Outstanding hereunder and all Coupons
appertaining thereto (other than Securities of such series and Coupons
appertaining thereto 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 (ii) the Issuer
shall have delivered to the Trustee for cancellation all Securities of
any series theretofore authenticated and all Coupons appertaining
thereto (other than any Securities of such series and Coupons
appertaining thereto which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.9)
or (iii) in the case of any series of Securities where the exact
amount (including the currency of payment) of principal of and
interest due on such Securities can be determined at the time of
making the deposit referred to in clause (B) below, (A) all the
Securities of such series and all Coupons appertaining thereto 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 (B) the Issuer shall have irrevocably
deposited or caused to be irrevocably deposited with the Trustee as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for and dedicated solely to the
benefit of the Holders of the Securities of such series and Coupons
appertaining thereto, (x) cash in an amount, or (y) in the case of any
series of Securities the payments on which may only be made in
Dollars, 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 at such times and in such amounts as will
insure the availability of cash in an amount, or (C) 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 the principal and interest on
all Securities of such series and Coupons appertaining thereto on each
date that such principal or interest is due and payable (whether at
maturity or upon redemption (through operation of a mandatory sinking
fund or otherwise) other than any redemption at the option of the
Holder); 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 all of

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the Securities of such series and any Coupons appertaining thereto
shall be deemed paid and discharged and the provisions of this
Indenture with respect to such Securities and Coupons shall cease to
be of further effect (except as to (1) rights of registration of
transfer, exchange of Securities of such series and of Coupons
appertaining thereto and the Issuer's right of optional redemption, if
any, (2) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (3) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and
interest thereon, upon the stated due dates therefor (whether at
maturity or upon redemption (through operation of a mandatory sinking
fund or otherwise) other than any redemption at the option of the
Holder) (but not upon acceleration), (4) the rights, obligations,
duties and immunities of the Trustee hereunder, (5) the rights of the
Holders of Securities of such series and Coupons appertaining thereto
as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them, and (6) the obligations of
the Issuer under Section 3.2) and the Trustee, on demand of the Issuer
accompanied by an Officer's Certificate and an Opinion of Counsel
which complies with Section 11.5 and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging the same. 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 of
such series.

(b) In addition to discharge of the Indenture
pursuant to the next preceding paragraph, in the case of any series of
Securities where the exact amounts (including the currency of payment)
of principal of and interest due on such Securities can be determined
at the time of making the deposit referred to in clause (A) below, on
the 91st day after the date of such deposit all the Securities of such
a series and any Coupons appertaining thereto shall be deemed paid and
discharged and the provisions of this Indenture with respect to the
Securities and Coupons shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange of Securities
of such series and of Coupons appertaining thereto and the Issuer's
right of optional redemption, if any, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights
of Holders of Securities and Coupons appertaining thereto to receive
payments of principal thereof and interest thereon, upon the stated
due dates therefor (whether at maturity or upon redemption (through
operation of a mandatory sinking fund or otherwise) other than any
redemption at the option of the Holder) (but not upon acceleration),
(iv) the rights, obligations, duties and immunities of the Trustee
hereunder, (v) the rights of the Holders of Securities of such series
and Coupons appertaining thereto 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 3.2) and the
Trustee, at the expense of the Issuer, shall at the Issuer's request,
execute proper instruments acknowledging the same, if

(A) the Issuer has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as
trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated

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solely to the benefit of the Holders of the Securities of such
series and Coupons appertaining thereto, (1) cash in an amount,
or (2) in the case of any series of Securities the payments on
which may only be made in Dollars, U.S. Government Obligations,
maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash in an amount or
(3) 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 the principal and interest on all Securities of
such series and Coupons appertaining thereto on each date that
such principal or interest is due and payable (whether at
maturity or upon mandatory redemption (through operation of a
mandatory sinking fund or otherwise) other than any redemption
at the option of the Holder);

(B) no Event of Default or event which
with notice or lapse of time or both would become an Event of
Default with respect to the Securities shall have occurred and
be continuing on the date of such deposit or, insofar as
subsections 5.1(d) and (e) are concerned, at any time during
the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period);

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

(D) such deposit and discharge shall
not cause the Trustee to have a conflicting interest as
defined in Section 310(b) of the Trust Indenture Act of 1939;

(E) such deposit and discharge shall
not cause any Securities then listed on any registered
national securities exchange to be delisted;

(F) the Issuer shall have 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 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 and Coupons appertaining thereto 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, in the
same manner and at the same times as would have been the case
if such deposit and discharge had not occurred; and

(G) the Issuer shall have delivered to
the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that all conditions precedent

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relating to the deposit and discharge contemplated by this
provision have been complied with.

(c) The Issuer shall be released from its
obligations under Sections 3.7, 3.8 and 9.1 and any other covenants
specified pursuant to Section 2.3 with respect to the Securities of
any series and any Coupons appertaining thereto on and after the date
the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities of the applicable series,
the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in such Section
or any such covenant, whether directly or indirectly by reason of any
reference elsewhere herein to such Section or any such covenant or by
reason of any reference in such Section or any such covenant to any
other provision herein or in any other document and such omission to
comply shall not constitute an Event of Default under Section 5.1, but
the remainder of this Indenture and such Securities and Coupons shall
be unaffected thereby. The following shall be the conditions to
application of this subsection (c) of this Section 10.1:

(i) The Issuer has irrevocably
deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the
Securities of such series and Coupons appertaining thereto,
(A) cash in an amount, or (B) in the case of any series of
Securities the payments on which may only be made in Dollars,
U.S. Government Obligations maturing as to principal and
interest at such times and in such amounts as will insure the
availability of cash in an amount or (C) 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 the
principal and interest on all Securities of such series and
Coupons appertaining thereto on each date that such principal
or interest is due and payable (whether at maturity or upon
redemption (through operation of a mandatory sinking fund or
otherwise) other than any redemption at the option of the
Holder).

(ii) No Event of Default or event which
with notice or lapse of time or both would become an Event of
Default with respect to the Securities shall have occurred and
be continuing on the date of such deposit or, insofar as
subsections 5.1(d) and (e) are concerned, at any time during
the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

(iii) Such covenant defeasance 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.

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(iv) Such covenant defeasance shall not
cause the Trustee to have a conflicting interest as defined in
Section 310(b) of the Trust Indenture Act of 1939.

(v) Such covenant defeasance shall not
cause any Securities then listed on any registered national
securities exchange to be delisted.

(vi) The Issuer shall have delivered to
the Trustee an Opinion of Counsel to the effect that the
Holders of the Securities of such series and Coupons
appertaining thereto will not recognize income, gain or loss
for Federal income tax purposes as a result of such covenant
defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not
occurred.

(vii) The Issuer shall have delivered to
the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating
to the covenant defeasance contemplated by this provision have
been complied with.

10.2 Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 10.4, all moneys and Securities deposited
with the Trustee (or other trustee) pursuant to Section 10.1 shall be held in
trust and 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 and of Coupons appertaining thereto
for the payment or redemption of which such moneys or Securities have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such moneys or Securities need not be segregated
from other funds except to the extent required by law.

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.

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 on any
Security of any series or Coupons attached thereto and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest 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 and of any Coupons appertaining thereto 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

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Trustee or any paying agent with respect to such moneys shall thereupon cease;
provided, however, that the Trustee or such paying agent, before being required
to make any such repayment with respect to moneys deposited with it for any
payment (a) in respect of Registered Securities of any series, shall at the
expense of the Issuer, mail by first-class mail to Holders of such Securities
at their addresses as they shall appear on the Security register, and (b) in
respect of Unregistered Securities of any series, shall at the expense of the
Issuer cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and once in an Authorized Newspaper in London
(and if required by Section 3.6, once in an Authorized Newspaper in
Luxembourg), notice, that such moneys remain and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing or
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.

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 XI

MISCELLANEOUS PROVISIONS

11.1 Incorporators, Stockholders, Officers, Directors and
Employees 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, director or employee, as such, 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 and the Coupons appertaining thereto by the Holders thereof and as
part of the consideration for the issue of the Securities and the Coupons
appertaining thereto.

11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons. Nothing in this Indenture, in
the Securities or in the Coupons appertaining thereto, 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 or Coupons, if any, 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 or Coupons, if any.

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

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11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. 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 or Coupons to or on the Issuer 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 Sysco Corporation, 1390 Enclave
Parkway, Houston, Texas 77077-2099, Attention: Chief Financial Officer. Any
notice, direction, request or demand by the Issuer or any Holder of Securities
or Coupons 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 First Union National
Bank of North Carolina, 230 S. Tryon Street, 8th Floor, Charlotte, North
Carolina 28288, Attention: Corporate Trust Administration Department.

Where this Indenture provides for notice to Holders of
Registered 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 to
Holders of Unregistered Securities who have filed their names and addresses
within two years preceding the giving of such notice, 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 such filing. Notice to other Unregistered
Securities shall be by publication as provided in Section 6.10(a)(i). In any
case where notice to such Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders.
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 a sufficient giving of such
notice.

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, 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.

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Each certificate or opinion provided for in this Indenture 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 informed 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 where the information 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.

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.

11.6 Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of interest on or principal of the Securities of any
series or any Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest 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, and no interest shall
accrue for the period after such date.

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 by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939 (an "incorporated provision"), such incorporated
provision shall control.

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11.8 New York Law to Govern. This Indenture and each
Security and Coupon shall be deemed to be a contract under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of such State, except as may otherwise be required by mandatory
provisions of law.

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.

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

11.11 Securities in a Foreign Currency or in ECU. Unless
otherwise specified in an Officer's Certificate delivered pursuant to Section
2.3 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
series or all series affected by a particular action at the time Outstanding
and, at such time, there are Outstanding Securities of any series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such series which shall be deemed to be
Outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate.
For purposes of this Section 11.11, Market Exchange Rate shall mean the noon
Dollar buying rate in New York City for cable transfers of that currency
published by the Federal Reserve Bank of New York; provided, however, in the
case of ECUs, Market Exchange Rate shall mean the rate of exchange determined
by the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities (such publication
or any successor publication, the "Journal"). If such Market Exchange Rate is
not available for any reason with respect to such currency, the Trustee shall
use, in its sole discretion and without liability on its part, such quotation
of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of
exchange as published in the Journal, as of the most recent available date, or
quotations or, in the case of ECUs, rates of exchange from one or more major
banks in The City of New York or in the country of issue of the currency in
question, which for purposes of the ECU shall be Brussels, Belgium, or such
other quotations or, in the case of ECU, rates of exchange as the Trustee shall
deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action
taken by Holders of Securities pursuant to the terms of this Indenture.

All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Issuer and all Holders.

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11.12 Judgment Currency. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

ARTICLE XII

REDEMPTION OF SECURITIES AND SINKING FUNDS

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 (pursuant to operation of any sinking fund or
otherwise) except as otherwise specified, as contemplated by Section 2.3, for
Securities of such series.

12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part other than at the option of the Holder 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 at their last addresses as they shall appear upon the registry
books. Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses with
the Trustee within two years preceding the giving of such notice, shall be
given by mailing notice of such redemption, by first-class mail, postage
prepaid, at least 30 days and not more than 60 prior to the date fixed for
redemption, to such Holders at such addresses as were

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so furnished to the Trustee (and, in the case of any such notice given by the
Issuer, the Trustee shall make such information available to the Issuer for
such purpose). Notice of redemption to all other Holders of Unregistered
Securities shall be published in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and in an Authorized Newspaper in London (and,
if required by Section 3.6, in an Authorized Newspaper in Luxembourg), in each
case, once in each of three successive calendar weeks, the first publication to
be not less than 30 nor more than 60 days prior to the date fixed for
redemption. 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, 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 and, in the case of Securities with Coupons attached thereto,
of all Coupons appertaining thereto maturing after the date fixed for
redemption, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed 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
the same series, of like tenor and in an aggregate 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.

On or before the redemption date specified in the notice of
redemption given as provided in this section, 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
3.4) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all Outstanding Securities of any series are to be
redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officer's Certificate stating the aggregate
principal amount of Securities of such series 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.

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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 in whole or in part.
Securities may be redeemed in part in multiples of the minimum authorized
denomination for Securities of such series. 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.

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 stated in such notice at the applicable redemption
price, together with interest 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 accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.5 and
10.4, such Securities shall cease from and after the close of business on the
date fixed for redemption to be entitled to any 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, together with
all Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to
the Holders of the Coupons for such interest upon surrender thereof, and in the
case of Registered Securities, to the Holders of such Registered 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 principal 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.

If any Security with Coupons attached thereto is surrendered
for redemption and is not accompanied by all appurtenant Coupons maturing after
the date fixed for redemption, the surrender of such missing Coupon or Coupons
may be waived by the Issuer and the Trustee, if there be furnished to each of
them such security or indemnity as they may require to save each of them
harmless.

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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 the same series, in authorized denominations, of like tenor
and in an aggregate principal amount equal to the unredeemed portion of the
Security so presented.

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 40 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) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer.

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, and
(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.

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 (which need not contain the statements required by
Section 11.5) (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 have previously 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) 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

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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.

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 the equivalent thereof in any Foreign Currency or ECU)
or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency
or ECU) 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 redelegation price together with accrued interest to the date fixed for
redemption. If such amount shall be $50,000 (or the equivalent thereof in any
Foreign currency or ECU) or less and the Issuer makes no such request then it
shall be carried over until a sum in excess of $50,000 (or the equivalent
thereof in any Foreign Currency or ECU) is available. The Trustee shall
select, in the manner provided in Section 12.2 and subject to the limitations
in Section 12.4, 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. 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. 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 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 accrued to the date fixed for redemption on Securities to be redeemed
on the next following 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 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 5.10 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 to the redemption of such Securities.

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IN WITNESS WHEREOF the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of June 15, 1995.

SYSCO CORPORATION

By:
-----------------------------
John K. Stubblefield, Jr.
Senior Vice President and
Chief Financial Officer

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, TRUSTEE

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

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<PAGE> 1

EXHIBIT 5

June 4, 1998

Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099

Re: Form S-3 Registration Statement No. 333-52897

Gentlemen:

This opinion is rendered in connection with the proposed issue and sale by
Sysco Corporation, a Delaware corporation (the "Company"), of up to $500 million
aggregate principal amount of debt securities (the "Debt Securities"), to be
issued from time to time by the Company upon the terms and conditions set forth
in Registration Statement No. 333-52897 on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. We have acted as counsel for the
Company in connection with the preparation of the Registration Statement
(including any amendments thereto) and the offering of the Debt Securities by
the Company. All capitalized terms used herein that are defined in the
Registration Statement have the meanings assigned to such terms therein.

In rendering the opinions contained herein, we have relied in part upon
examination of the Company's corporate records, documents, certificates and
other instruments and the examination of such questions of law as we have
considered necessary or appropriate for the purpose of this opinion. In
connection with expressing these opinions, we have relied as to matters of New
York law upon the opinion of Baker & Botts L.L.P., a copy of which opinion is
attached as "Exhibit A" hereto. In our opinion, both we as counsel and the
Company are justified in relying upon such opinion.

Based upon the foregoing, we are of the opinion that when (i) the
Registration Statement has become effective under the Securities Act, (ii) the
terms of the Debt Securities and their issue and sale have been duly established
in conformity with the Indenture so as not to violate any applicable law or
agreement or instrument then binding on the Company, (iii) the Debt Securities
have been duly executed and authenticated in accordance with the terms of the
Indenture, (iv) the Debt Securities have been issued and sold as contemplated in
the Registration Statement, and (v) upon receipt by the Company of payment
therefor, the Debt Securities will be legally issued, fully paid and
nonassessable and will constitute valid and binding obligations of the Company.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the Prospectus and the caption "Legal Matters" in any Prospectus Supplement
forming a part of the Registration Statement to the extent that a "Legal
Matters" section is included in such Prospectus Supplement. This consent is not
to be construed as an admission that we are a party whose consent is required to
be filed with the Registration Statement under the provisions of the Securities
Act of 1933, as amended.

Very truly yours,

ARNALL GOLDEN & GREGORY, LLP
<PAGE> 2

EXHIBIT A
to
EXHIBIT 5

[BAKER & BOTTS, L.L.P. LETTERHEAD]

June 3, 1998

Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099

Gentlemen:

As set forth in the Registration Statement on Form S-3
(Registration No. 333-52897) filed with the Securities and Exchange Commission
(the "Commission") on May 15, 1998, as amended through the date hereof (the
"Registration Statement"), by Sysco Corporation, a Delaware corporation (the
"Company"), under the Securities Act of 1933, as amended (the "Act"),
relating to $500,000,000 aggregate principal amount of debt securities of the
Company (the "Debt Securities") to be issued and sold from time to time
pursuant to Rule 415 under the Act, certain legal matters under the laws of the
State of New York in connection with the Debt Securities are being passed upon
for you by us.

In connection with this opinion we have examined the
originals, or copies certified or otherwise identified, of (i) the certificate
of incorporation and bylaws of the Company, each as amended to date, (ii) the
Senior Debt Indenture dated as of June 15, 1995 between the Company and First
Union National Bank, as trustee (the "Trustee"), pursuant to which the Debt
Securities may be issued (together with any amendments and supplements thereto,
the "Senior Debt Indenture"), (iii) the form of Subordinated Indenture to be
executed by the Company and the trustee to be named therein, pursuant to which
the Debt Securities may be issued (together with any amendments and supplements
thereto, the "Subordinated Debt Indenture") and (iv) corporate records of the
Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents, as a basis for the
opinions hereinafter expressed. In giving these opinions, we have relied on
certificates of officers of the Company with respect to the accuracy of the
factual matters contained in those certificates, and we have assumed that all
signatures on documents examined by us are genuine, all documents submitted to
us as originals are authentic, all documents submitted to us as certified or
photostatic copies conform to the original copies of those documents and those
original copies are authentic.

In connection with this opinion, we have also assumed that (i)
the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become
<PAGE> 3
Sysco Corporation -2- June 3, 1998

effective under the Act, (ii) a prospectus supplement relating to the
Registration Statement (the "Prospectus Supplement") will have been prepared
and filed with the Commission describing the Debt Securities offered thereby,
(iii) the Senior Debt Indenture has been duly authorized, validly executed and
delivered by the Company and the Trustee, (iv) the Senior Debt Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended, (v) all
Debt 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 applicable Prospectus Supplement and (vi) a definitive
purchase, underwriting or similar agreement with respect to any Debt Securities
offered will have been duly authorized and validly executed and delivered by
the Company and the other parties thereto.

Based upon and subject to the foregoing, we are of the opinion
that:

1. With respect to Debt Securities to be issued under the Senior
Debt Indenture, when (i) the board of directors of the Company or, to the
extent permitted by Section 141(c) of the General Corporation Law of the State
of Delaware, a duly constituted and acting committee thereof (such board of
directors or committee being hereinafter referenced as the "Company 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,
(ii) such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Senior Debt Indenture and
the applicable definitive purchase, underwriting or similar agreement approved
by the Company Board and (iii) payment of the consideration for such Debt
Securities provided for in such agreement has been made, such Debt Securities
will be legally issued and will constitute binding obligations of the Company.

2. With respect to Debt Securities to be issued under the
Subordinated Debt Indenture, when (i) the Subordinated Debt Indenture has
been duly authorized, validly executed and delivered by the Company and the
trustee thereunder, (ii) the Subordinated Debt Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, (iii) the Company
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 Debt
Indenture and the applicable definitive purchase, underwriting or similar
agreement approved by the Company Board and (v) payment of the consideration
for such Debt Securities provided for in
<PAGE> 4
Sysco Corporation -3- June 3, 1998

such agreement has been made, such Debt Securities will be legally issued and
will constitute binding obligations of the Company.

We hereby consent to the filing of this opinion of counsel as
Exhibit A to Exhibit 5 to the Registration Statement. We also consent to the
reference to our Firm under the heading "Legal Matters" in the prospectus
forming a part of the Registration Statement. In giving this consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.

The opinions set forth above are limited in all respects to
matters of the contract law of the State of New York, to the extent applicable.

Very truly yours,

Baker & Botts, L.L.P.

cc: Arnall, Golden & Gregory, LLP

<PAGE> 1

EXHIBIT 15

June 2, 1998

Sysco Corporation:

We are aware that Sysco Corporation has incorporated by reference in this
Registration Statement on Form S-3 its Forms 10-Q for the quarters ended
September 27, 1997, December 27, 1997, and March 28, 1998, which include our
reports dated November 5, 1997, February 6, 1998, and May 11, 1998, covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, those reports are not considered a
part of the registration statement prepared or certified by our firm or reports
prepared or certified by our firm within the meaning of Sections 7 and 11 of the
Act.

Very truly yours,

ARTHUR ANDERSEN LLP

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated July 30, 1997
included in Sysco Corporation's Form 10-K for the year ended June 28, 1997 and
to all references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Houston, Texas
June 2, 1998