Registration No. 333-29255
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


<TABLE>
<CAPTION>
      <S>                                            <C>                                  <C>       
                 DELAWARE                                        4512                                 74-2099724
      (STATE OR OTHER JURISDICTION OF                (PRIMARY STANDARD INDUSTRIAL         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
      INCORPORATION OR ORGANIZATION)                 CLASSIFICATION CODE NUMBER)

                               2929 ALLEN PARKWAY
                              HOUSTON, TEXAS 77019
                                 (713) 834-5000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           --------------------------

             JEFFERY A. SMISEK, ESQ.                                           COPIES OF CORRESPONDENCE TO:
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
            CONTINENTAL AIRLINES, INC.                                               JOHN K. HOYNS, ESQ.
          2929 ALLEN PARKWAY, SUITE 2010                                          HUGHES HUBBARD & REED LLP
              HOUSTON, TEXAS 77019                                                ONE BATTERY PARK PLAZA
                  (713) 834-2950                                                NEW YORK, NEW YORK 10004-1482
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                           --------------------------

                  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
                SALE TO THE PUBLIC: From time to time after this
                    Registration Statement becomes effective.
                           --------------------------
</TABLE>


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




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<PAGE>

                   SUBJECT TO COMPLETION, DATED JULY __, 1997


PROSPECTUS

                                  $400,000,000

                           CONTINENTAL AIRLINES, INC.

                                 DEBT SECURITIES

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

     Continental Airlines, Inc. ("Continental",  or the "Company") may from time
to time offer,  together  or  separately,  its debt  securities,  consisting  of
debentures,  notes and/or other evidences of indebtedness representing unsecured
obligations of Continental (the "Debt Securities"), in amounts, at prices and on
terms to be  determined  at the time of offering.  The Debt  Securities  offered
pursuant to this Prospectus may be issued as unsecured and  unsubordinated  Debt
Securities  ("Senior Debt  Securities")  or as unsecured and  subordinated  Debt
Securities  ("Subordinated Debt Securities"),  in one or more series and will be
limited to $400,000,000  aggregate  public offering price and exercise price (or
its equivalent,  based on the applicable exchange rate at the time of sale, in
one or more foreign currencies or currency units).

     The specific  terms of the particular  Debt  Securities in respect of which
this Prospectus is being delivered (the "Offered  Securities") will be set forth
in a supplement to this Prospectus (the "Prospectus  Supplement")  which will be
delivered  together  with  this  Prospectus  including,  where  applicable,  the
specific  designation  (including whether the Offered Securities are Senior Debt
Securities  or  Subordinated  Debt  Securities),   aggregate  principal  amount,
ranking, authorized denomination, maturity, premium, if any, the rate (which may
be fixed or variable),  time and method of calculating payments of interest,  if
any, the place or places where principal of, premium,  if any, and interest,  if
any, on such Debt  Securities  will be payable,  the currency in which principal
of,  premium,  if any, and  interest,  if any, on such Debt  Securities  will be
payable, any terms of redemption at the option of Continental or the holder, any
sinking fund  provisions,  the initial  public  offering price and other special
terms, together with any other terms in connection with the offering and sale of
the Offered Securities, and the net proceeds to Continental from such offering.

     The Debt  Securities may be denominated in United States dollars or, at the
option of Continental if so specified in the applicable  Prospectus  Supplement,
in one or more foreign  currencies or currency units. The Debt Securities may be
issued in  registered  form or bearer  form,  or both.  If so  specified  in the
applicable Prospectus  Supplement,  Debt Securities of a series may be issued in
whole  or in part  in the  form of one or more  temporary  or  permanent  global
securities.

                                              (CONTINUED ON THE FOLLOWING PAGE.)




<PAGE>



(CONTINUED FROM THE PRIOR PAGE.)

     The Senior Debt  Securities  will rank on a parity with all  unsecured  and
unsubordinated indebtedness of Continental, and the Subordinated Debt Securities
will be  subordinated  in  right  of  payment  to all  Senior  Indebtedness  (as
hereinafter  defined).  See  "Description of Debt  Securities--Subordination  of
Subordinated Debt Securities."

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

     Continental  may sell  the  Debt  Securities  to or  through  underwriters,
through dealers or agents or directly to purchasers. See "Plan of Distribution."
The Prospectus Supplement will set forth the names of any underwriters,  dealers
or agents, if any, involved in the sale of the Offered  Securities in respect of
which this Prospectus is being delivered,  the proposed  amounts,  if any, to be
purchased by underwriters and the compensation,  if any, of such underwriters or
agents.

     THIS  PROSPECTUS  MAY NOT BE USED TO  CONSUMMATE  SALES OF DEBT  SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

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

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

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

                 The date of this Prospectus is July ___, 1997.

     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 JURISDICTION IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO  REGISTRATION  OR  QUALIFICATION  UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.


<PAGE>

                              AVAILABLE INFORMATION

     Continental  has filed with the  Securities  and Exchange  Commission  (the
"Commission")   a  Registration   Statement  on  Form  S-3  (together  with  all
amendments,  exhibits and schedules,  the  "Registration  Statement")  under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Debt  Securities  offered  hereby.  This  Prospectus does not contain all of the
information set forth in the Registration Statement,  certain parts of which are
omitted in accordance with the rules and  regulations of the Commission,  and to
which  reference is hereby made.  Statements  made in this  Prospectus as to the
contents  of any  contract,  agreement  or other  document  referred  to are not
necessarily  complete.  With respect to each such  contract,  agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved.

     Continental is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files periodic reports and other information with the Commission. Such
reports and other  information,  as well as the  Registration  Statement  may be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street,  N.W.,  Washington,  D.C.  20549,  Room 1024,  and at the regional
offices of the Commission  located at Citicorp Center,  500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New
York,  New York 10048.  Copies of such materials may be obtained from the Public
Reference Section of the Commission,  450 Fifth Street, N.W.,  Washington,  D.C.
20549 at prescribed rates. Such material may be accessed electronically by means
of the  Commission's  Internet  web site  (http://www.sec.gov),  which  contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically with the Commission. In addition,  reports,
proxy statements and other information  concerning  Continental may be inspected
and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.

     Continental  is  the  successor  to  Continental  Airlines  Holdings,  Inc.
("Holdings"), which merged with and into Continental on April 27, 1993. Holdings
had also been subject to the informational requirements of the Exchange Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed with the  Commission  (File No. 0-9781) are
hereby  incorporated by reference in this Prospectus:  (i) Continental's  Annual
Report on Form 10-K for the year ended December 31, 1996,  filed on February 24,
1997, (ii) Continental's  Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1997,  filed on April 28, 1997 and (iii)  Continental's  Current
Reports on Form 8-K filed  January 6,  March 21,  April 18, May 28,  June 10 and
June 25, 1997.

     All reports and any  definitive  proxy or information  statements  filed by
Continental  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act
subsequent to the date of this  Prospectus  and prior to the  termination of the
offering  of  the  Debt  Securities   offered  hereby  shall  be  deemed  to  be


<PAGE>


incorporated  by reference into this Prospectus and to be a part hereof from the
respective  dates of filing of such  documents.  Any  statement  contained  in a
document  incorporated  or deemed to be  incorporated  herein by  reference,  or
contained in this  Prospectus,  shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement  contained  herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein or contained in the Prospectus  Supplement with
respect to the Offered  Securities  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.

     Continental  will  provide  without  charge to any person to whom a copy of
this Prospectus has been delivered,  upon written or oral request, a copy of any
or all of the foregoing  documents  incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference  into such  documents).  Requests  should be directed  to  Continental
Airlines, Inc., 2929 Allen Parkway, Suite 2010, Houston, Texas 77019, Attention:
Secretary, telephone (713) 834-2950.

                                   THE COMPANY

     Continental Airlines,  Inc. is a major United States air carrier engaged in
the business of  transporting  passengers,  cargo and mail.  Continental  is the
fifth largest United States airline (as measured by revenue  passenger  miles in
the first five months of 1997) and,  together with its wholly owned  subsidiary,
Continental Express, Inc. ("Express"), and its 91%-owned subsidiary, Continental
Micronesia,  Inc.  ("CMI"),  each a Delaware  corporation,  serves 195  airports
worldwide as of June 12, 1997.

     The Company  operates its route system  primarily  through domestic hubs at
Newark, George Bush Intercontinental in Houston, Cleveland, and a Pacific hub on
the island of Guam.  Each of  Continental's  three domestic hubs is located in a
large business and population  center,  contributing to a high volume of "origin
and  destination"  traffic.  The Guam hub is  strategically  located  to provide
service from Japanese and other Asian cities to popular resort  destinations  in
the western  Pacific.  Continental is the primary carrier at each of these hubs,
accounting  for  54%,  79%,  54%  and  68%  of  average  daily  jet  departures,
respectively, as of June 12, 1997.

     The Company is a Delaware corporation. Its executive offices are located at
2929 Allen Parkway,  Suite 2010, Houston,  Texas 77019, and its telephone number
is (713) 834-2950.

                                 USE OF PROCEEDS

     Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds to Continental from the sale of the Debt Securities offered hereby will
be used for general  corporate  purposes,  which may include  the  repayment  of
outstanding indebtedness and financing of capital expenditures.  The Company may
also engage in additional public or private financings of a character and amount
to be determined.



<PAGE>


                       RATIO OF EARNINGS TO FIXED CHARGES

     The following  information for the year ended December 31, 1992 and for the
period  January  1,  1993  through  April  27,  1993  relates  to  Continental's
predecessor,  Holdings.  Information  for the  period  April  28,  1993  through
December 31, 1993, for the years ended December 31, 1994,  1995 and 1996 and for
the three  months  ended March 31,  1996 and 1997  relates to  Continental.  The
information  as to  Continental  has not been prepared on a consistent  basis of
accounting  with the information as to Holdings due to  Continental's  adoption,
effective  April 27,  1993,  of fresh start  reporting  in  accordance  with the
American Institute of Certified Public  Accountants'  Statement of Position 90-7
- -- "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code"
("SOP 90-7").

     For the year ended  December  31,  1992,  for the  periods  January 1, 1993
through April 27, 1993 and April 28, 1993 through  December 31, 1993 and for the
year ended  December  31,  1994,  earnings  were not  sufficient  to cover fixed
charges. Additional earnings of $131 million, $979 million, $60 million and $667
million, respectively, would have been required to achieve ratios of earnings to
fixed charges of 1.0. The ratio of earnings to fixed charges for the years ended
December  31, 1995 and December  31, 1996 was 1.53 and 1.81,  respectively.  The
ratio of earnings to fixed charges for the three months ended March 31, 1996 and
March 31, 1997 was 1.70 and 1.88, respectively. For purposes of calculating this
ratio,  earnings  consist  of  earnings  before  taxes,  minority  interest  and
extraordinary  items plus interest  expense (net of capitalized  interest),  the
portion of rental expense representative of interest expense and amortization of
previously  capitalized interest.  Fixed charges consist of interest expense and
the portion of rental expense representative of interest expense.

                         DESCRIPTION OF DEBT SECURITIES

     The Senior Debt  Securities  are to be issued under an  Indenture,  between
Continental, as issuer, and Bank One, N.A., as Trustee (the "Senior Indenture").
The  Subordinated  Debt Securities are to be issued under an Indenture,  between
Continental,  as  issuer,  and Bank One,  N.A.,  as Trustee  (the  "Subordinated
Indenture"). The Senior Indenture and the Subordinated Indenture are referred to
herein  individually as an "Indenture" and collectively as the "Indentures." The
Trustee under each  Indenture is referred to herein as the  "Trustee." A copy of
the form of each Indenture is filed as an exhibit to the Registration  Statement
of which this Prospectus is a part.

     The statements  herein  relating to the Debt  Securities and the Indentures
are  summaries,  and  reference  is  made  to  the  detailed  provisions  of the
Indentures,  including the definitions  therein of certain terms  capitalized in
this Prospectus. Where no distinction is made between the Senior Debt Securities
and the  Subordinated  Debt  Securities or between the Senior  Indenture and the
Subordinated  Indenture,  such summaries refer to any Debt Securities and either
Indenture.  Whenever  particular defined terms of the Indentures are referred to
herein or in a Prospectus Supplement, such defined terms are incorporated herein
or therein by reference.  The definitive Indentures,  the supplemental indenture
or  resolutions  of the Board of Directors  establishing  any class or series of
Debt Securities and the forms of the related Purchase Agreement and certificates
representing such Debt Securities, as applicable, will be filed as exhibits to a



<PAGE>


post-effective  amendment to the Registration Statement of which this Prospectus
is a part, a Current  Report on Form 8-K, a Quarterly  Report on Form 10-Q or an
Annual  Report  on Form  10-K,  as  applicable,  filed by  Continental  with the
Commission.

     The  anticipated  market for the Debt  Securities  and the  specific use of
proceeds of an offering of such  securities  will be set forth in the applicable
Prospectus Supplement.

GENERAL

     The  Indentures  do not  limit  the  aggregate  principal  amount  of  Debt
Securities that may be issued thereunder and provide that Debt Securities may be
issued from time to time in one or more series.  The Senior Debt Securities will
be unsecured and  unsubordinated  obligations of Continental  and will rank on a
parity with all other unsecured and unsubordinated  indebtedness of Continental.
The  Subordinated  Debt Securities will be unsecured  obligations of Continental
and, as set forth below under  "Subordination  of Subordinated Debt Securities,"
will  be  subordinated  in  right  of  payment  to all  Senior  Indebtedness  of
Continental.

     Reference  is made to the  Prospectus  Supplement  which  accompanies  this
Prospectus for a description  of the specific  series of Debt  Securities  being
offered  thereby,   including:   (1)  the  specific  designation  of  such  Debt
Securities,  including whether the Debt Securities are Senior Debt Securities or
Subordinated Debt Securities;  (2) any limit upon the aggregate principal amount
of such Debt  Securities;  (3) the date or dates on which the  principal of such
Debt Securities will mature or the method of determining such date or dates; (4)
the rate or rates (which may be fixed or variable) at which such Debt Securities
will bear interest, if any, or the method of calculating such rate or rates; (5)
the date or dates  from which  interest,  if any,  will  accrue or the method by
which  such  date or dates  will be  determined;  (6) the date or dates on which
interest, if any, will be payable and the record date or dates therefor; (7) the
place or places where  principal of, premium,  if any, and interest,  if any, on
such Debt  Securities  will be payable;  (8) the period or periods within which,
the price or prices at which,  the currency or currency units in which,  and the
terms and conditions upon which, such Debt Securities may be redeemed,  in whole
or in part,  at the  option  of  Continental;  (9) the  obligation,  if any,  of
Continental to redeem or repurchase such Debt Securities pursuant to any sinking
fund or analogous provisions,  upon the happening of specified events, or at the
option of a holder thereof and the period or periods within which,  the price or
prices  at which  and the  other  terms and  conditions  upon  which,  such Debt
Securities  shall be redeemed or repurchased,  in whole or in part,  pursuant to
such  obligation;  (10) the  denominations  in which  such Debt  Securities  are
authorized  to be issued;  (11) the  currency or  currency  units for which Debt
Securities  may be  purchased  or in which Debt  Securities  may be  denominated
and/or the currency or currency units in which  principal of,  premium,  if any,
and/or  interest,  if any, on such Debt Securities will be payable or redeemable
and  whether  Continental  may elect to make,  or the  holders  of any such Debt
Securities may elect to receive,  payments in respect of such Debt Securities in
a currency or currency  units other than that in which such Debt  Securities are
stated to be payable or  redeemable;  (12) if other  than the  principal  amount
thereof,  the portion of the principal amount of such Debt Securities which will
be payable upon  declaration of the  acceleration of the maturity thereof or the


<PAGE>


method by which such portion  shall be  determined;  (13) the person to whom any
interest on any such Debt Security  shall be payable if other than the person in
whose name such Debt Security is registered on the applicable  record date; (14)
any  addition  to, or  modification  or deletion of, any Event of Default or any
covenant of  Continental  specified in the  Indenture  with respect to such Debt
Securities;  (15)  the  application,  if any,  of such  means of  defeasance  or
covenant  defeasance  as may be specified for such Debt  Securities  and coupons
appertaining  thereto;  (16)  whether such Debt  Securities  are to be issued in
whole  or in part in the  form of one or more  temporary  or  definitive  global
securities  and, if so, the identity of the depositary for such global  security
or  securities;  (17) any index  used to  determine  the amount of  payments  of
principal  of (and  premium,  if  any)  and  interest,  if  any,  on  such  Debt
Securities;   (18)  any  provisions  relating  to  the  exchange  of  such  Debt
Securities; and (19) any other special terms pertaining to such Debt Securities.
Unless otherwise  specified in the applicable  Prospectus  Supplement,  the Debt
Securities will not be listed on any securities exchange.

     Unless otherwise specified in the applicable  Prospectus  Supplement,  Debt
Securities will be issued in fully registered form without  coupons.  Where Debt
Securities of any series are issued in bearer form  ("Bearer Debt  Securities"),
the  special   restrictions  and  considerations,   including  special  offering
restrictions  and special federal income tax  considerations,  applicable to any
such Debt  Securities  and to payment on and  transfer and exchange of such Debt
Securities  will be described in the applicable  Prospectus  Supplement.  Bearer
Debt  Securities and any coupons  appertaining  thereto will be  transferable by
delivery.

     Debt  Securities  may be sold at a discount  below their  stated  principal
amount,  bearing no interest or interest at a rate which at the time of issuance
is below market  rates.  Certain  federal  income tax  consequences  and special
considerations  applicable to any such Debt  Securities will be described in the
applicable Prospectus Supplement.

     If the  purchase  price of any Debt  Securities  is  payable in one or more
foreign  currencies or currency units or if any Debt  Securities are denominated
in one or more foreign  currencies  or currency  units or if the  principal  of,
premium,  if any, or interest,  if any, on any Debt Securities is payable in one
or more foreign  currencies  or currency  units,  the  restrictions,  elections,
certain federal income tax considerations,  specific terms and other information
with  respect to such issue of Debt  Securities  and such  foreign  currency  or
currency units will be set forth in the applicable Prospectus Supplement.

     In addition to such  subordination  as may apply to the  Subordinated  Debt
Securities   described  below  under   "Subordination   of   Subordinated   Debt
Securities",  the Debt  Securities  will be  structurally  subordinated  to all
indebtedness  and  other   liabilities   (including  trade  payables  and  lease
obligations)  of the  Company's  subsidiaries,  as any right of the  Company  to
receive any assets of its subsidiaries  upon their liquidation or reorganization
(and the consequent  right of the Holders of the Debt  Securities to participate
in  those  assets)  will  be  effectively  subordinated  to the  claims  of that
subsidiary's  creditors  (including trade creditors),  except to the extent that
the Company itself is recognized as a creditor of such subsidiary, in which case
the claims of the Company would still be subordinate to any security interest in
the assets of such subsidiary and any indebtedness of such subsidiary  senior to
that held by the Company.



<PAGE>


DENOMINATIONS, PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE

     Debt Securities in registered form  ("Registered  Debt Securities") will be
issuable in denominations of $1,000 and integral multiples of $1,000, and Bearer
Debt Securities will be issuable in the denomination of $5,000 or, in each case,
in such other  denominations  and currencies as may be specified in the terms of
the Debt Securities of such series.  Unless otherwise provided in the applicable
Prospectus Supplement,  payments in respect of the Debt Securities will be made,
subject to any applicable laws and  regulations,  in the designated  currency at
the office or agency of  Continental  maintained for that purpose as Continental
may  designate  from time to time,  except that,  at the option of  Continental,
interest payments, if any, on Debt Securities in registered form may be made (i)
by checks  mailed to the holders of Debt  Securities  entitled  thereto at their
registered  addresses or (ii) by wire  transfer to an account  maintained by the
Person entitled thereto as specified in the Register. Unless otherwise indicated
in an applicable Prospectus  Supplement,  payment of any installment of interest
on Debt  Securities in registered  form will be made to the Person in whose name
such Debt  Security is  registered  at the close of  business on the  applicable
record date for such interest.

     Payment in respect of Debt Securities in bearer form will be payable in the
currency and in the manner designated in the applicable  Prospectus  Supplement,
subject to any applicable laws and regulations,  at such paying agencies outside
the United  States as  Continental  may  appoint  from time to time.  The Paying
Agents outside the United States, if any, initially appointed by Continental for
a  series  of  Debt  Securities  will  be  named  in the  applicable  Prospectus
Supplement.  Continental may at any time designate  additional  Paying Agents or
rescind the designation of any Paying Agents, except that, if Debt Securities of
a series  are  issuable  as  Registered  Debt  Securities,  Continental  will be
required to maintain at least one Paying Agent in each Place of Payment for such
series  and,  if Debt  Securities  of a  series  are  issuable  as  Bearer  Debt
Securities,  Continental  will be required to maintain a Paying Agent in a Place
of Payment  outside the United  States where Debt  Securities of such series and
any coupons  appertaining  thereto may be presented and surrendered for payment.
The Trustee and Continental may act as Paying Agents.  Continental will have the
right to require a holder of any Debt Security,  in connection  with the payment
of the  principal  of,  premium,  if any,  and  interest,  if any,  on such Debt
Security,  to certify  information  to  Continental  or, in the  absence of such
certification,  Continental will be entitled to rely on any legal presumption to
enable Continental to determine its duties and liabilities, if any, to deduct or
withhold taxes, assessments or governmental charges from such payment.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  Debt
Securities in registered form will be transferable or exchangeable at the agency
of Continental  maintained  for such purpose as designated by  Continental  from
time to time.  Debt  Securities may be transferred or exchanged  without service
charge,  other than any tax or other  governmental  charge imposed in connection
therewith.

     In the event of any redemption of Debt Securities, Continental shall not be
required to (i) issue,  register the transfer of or exchange Debt  Securities of
any series  during a period  beginning at the opening of business 15 days before
any selection of Debt Securities of that series to be redeemed and ending at the



<PAGE>


close of business on (A) if Debt  Securities  of the series are issuable only as
Registered  Debt  Securities,  the day of  mailing  of the  relevant  notice  of
redemption and (B) if Debt  Securities of the series are issuable as Bearer Debt
Securities,  the  day  of  the  first  publication  of the  relevant  notice  of
redemption;  (ii)  register  the  transfer of or exchange  any  Registered  Debt
Securities,  or portion  thereof,  called for redemption,  except the unredeemed
portion  of any  Registered  Debt  Security  being  redeemed  in part;  or (iii)
exchange any Bearer Debt Security called for redemption, except to exchange such
Bearer  Security  for a Registered  Debt  Security of that series and like tenor
which is immediately surrendered for redemption.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

     Unless otherwise  indicated in the applicable  Prospectus  Supplement,  the
following provisions will apply to the Subordinated Debt Securities.

     The payment of the principal of, premium, if any, and interest, if any, on,
and the  redemption or  repurchase  of, the  Subordinated  Debt  Securities  and
coupons will be subordinated  and junior in right of payment,  to the extent set
forth in the Subordinated  Indenture, to the prior payment in full of all Senior
Indebtedness of  Continental.  The  Subordinated  Debt Securities will rank PARI
PASSU with all existing and future  subordinated  indebtedness  of  Continental,
except  that the  Subordinated  Debt  Securities  will rank senior to any future
subordinated indebtedness or other subordinated obligations of Continental which
by  its  terms  states  that  it  will  rank  junior  to the  Subordinated  Debt
Securities.  Notwithstanding  the  foregoing,  payment  from  the  money  or the
proceeds of U.S.  Government  Obligations held in any defeasance trust described
under  "Defeasance"  below is not  subordinate  to any  Senior  Indebtedness  or
subject to the restrictions described herein.

     Senior  Indebtedness of Continental  means (i) the principal,  premium,  if
any,  interest,  if any,  and other  amounts in respect of (A)  indebtedness  of
Continental  for money  borrowed and (B)  indebtedness  evidenced by securities,
debentures,  bonds or other similar instruments issued by Continental,  (ii) all
capital lease  obligations of Continental,  (iii) all obligations of Continental
issued or assumed as the deferred  purchase price of property,  all  conditional
sale  obligations of Continental  and all  obligations of Continental  under any
title retention  agreement (but excluding trade accounts  payable arising in the
ordinary  course of  business),  (iv) all  obligations  of  Continental  for the
reimbursement on any letter of credit,  bankers  acceptance,  security  purchase
facility or similar credit transaction, (v) all obligations of the type referred
to in clauses (i) through  (iv) above of other  persons for the payment of which
Continental  is responsible  or liable as obligor,  guarantor or otherwise,  and
(vi) all obligations of the type referred to in clauses (i) through (v) above of
other  persons  secured  by any lien on any  property  or  asset of  Continental
(whether or not such obligation is assumed by  Continental),  except for (1) any
such  indebtedness or other  obligation that is by its terms  subordinated to or



<PAGE>

PARI PASSU with the Subordinated Debt Securities,  (2) any indebtedness  between
or among Continental and its affiliates, including all other debt securities and
guarantees in respect of those debt  securities,  initially issued to any trust,
or a  trustee  of such  trust,  partnership  or  other  entity  affiliated  with
Continental that, directly or indirectly,  is a financing vehicle of Continental
(a "financing  entity") in connection with the issuance by such financing entity
of preferred securities or other securities that rank PARI PASSU with, or junior
to, the Subordinated Debt Securities and (3) Continental's  guarantee of certain
payments under the 8-1/2%  Convertible  Trust  Originated  Preferred  Securities
issued  by  Continental   Airlines  Finance  Trust  and   Continental's   8-1/2%
Convertible  Subordinated  Deferrable  Interest Debentures due 2020. Such Senior
Indebtedness  shall  continue to be Senior  Indebtedness  and be entitled to the
benefits  of  the  subordination   provisions  irrespective  of  any  amendment,
modification or waiver of any term of such Senior  Indebtedness.  The payment of
the principal of, premium,  if any, and interest,  if any, on the Securities and
coupons  shall rank  senior in right of payment to  Continental's  guarantee  of
certain  payments  under  the  8-1/2%  Convertible  Trust  Originated  Preferred
Securities issued by Continental Airlines Finance Trust and Continental's 8-1/2%
Convertible Subordinated Deferrable Interest Debentures due 2020.

     No payment on account of principal  of,  premium,  if any, or interest,  if
any, on, or redemption or repurchase of, the Subordinated Debt Securities or any
coupon or any deposit  pursuant to the provisions  described under  "Defeasance"
below  may be made by the  Company  if  there is a  default  in the  payment  of
principal,  premium,  if any,  sinking funds or interest,  if any,  (including a
default under any  repurchase or  redemption  obligation)  or other amounts with
respect to any Senior Indebtedness or if any other event of default with respect
to any Senior  Indebtedness,  permitting  the holders  thereof to accelerate the
maturity thereof, shall have occurred and shall not have been cured or waived or
shall not have  ceased to exist  after  written  notice to the  Company  and the
Trustee  by any  holder of Senior  Indebtedness.  Upon any  acceleration  of the
principal due on the Subordinated  Debt Securities or payment or distribution of
assets of the Company to creditors upon any dissolution, winding up, liquidation
or  reorganization,   whether  voluntary  or  involuntary,   or  in  bankruptcy,
insolvency,  receivership or other  proceedings,  all principal of, premium,  if
any,  sinking  funds and  interest,  if any, or other  amounts due on all Senior
Indebtedness  must be paid in full before the Holders of the  Subordinated  Debt
Securities are entitled to receive any payment. By reason of such subordination,
in the event of  insolvency,  creditors of the Company who are holders of Senior
Indebtedness  may recover more,  ratably,  than the Holders of the  Subordinated
Debt Securities, and such subordination may result in a reduction or elimination
of payments to the Holders of the Subordinated Debt Securities.

     The  Subordinated  Indenture does not limit the Company's  ability to incur
Senior Indebtedness or any other indebtedness.

GLOBAL DEBT SECURITIES

     The Debt  Securities  of a series  may be issued in whole or in part in the
form of one or more fully  registered  global  securities (a "Registered  Global
Security") that will be deposited with a depositary (the "Depositary") or with a
nominee for the Depositary identified in the applicable  Prospectus  Supplement.
In such a case, one or more  Registered  Global  Securities  will be issued in a
denomination  or aggregate  denominations  equal to the portion of the aggregate
principal  amount of outstanding Debt Securities of the series to be represented
by such  Registered  Global  Security  or  Securities.  Unless  and  until it is
exchanged in whole or in part for Debt  Securities  in  definitive  certificated


<PAGE>


form,  a  Registered  Global  Security  may not be  registered  for  transfer or
exchange 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  Depositary  for such  series or a nominee of such
successor Depositary and except in the circumstances described in the applicable
Prospectus Supplement.

     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 applicable Prospectus Supplement.  Continental
expects that the following provisions will apply to depositary arrangements.

     Upon the issuance of any  Registered  Global  Security,  and the deposit of
such  Registered  Global  Security with or on behalf of the  Depositary for such
Registered  Global  Security,  the  Depositary  will credit,  on its  book-entry
registration and transfer system,  the respective  principal amounts of the Debt
Securities  represented by such  Registered  Global  Security to the accounts of
institutions  ("participants")  that have  accounts  with the  Depositary or its
nominee.  The accounts to be credited will be designated by the  underwriters or
agents  engaging in the  distribution of such Debt Securities or by Continental,
if such Debt Securities are offered and sold directly by Continental.  Ownership
of  beneficial  interests in a  Registered  Global  Security  will be limited to
participants or persons that may hold interests through participants.  Ownership
of beneficial  interests by participants in such Registered Global Security will
be shown on, and the transfer of that  ownership  interest will be effected only
through,  records  maintained  by the  Depositary  for  such  Registered  Global
Security or by its nominee. Ownership of beneficial interests in such Registered
Global Security by persons that hold through  participants will be shown on, and
the transfer of that ownership interest within such participant will be effected
only  through,  records  maintained  by  such  participant.  The  laws  of  some
jurisdictions  require that  certain  purchasers  of  securities  take  physical
delivery of such securities in certificated form. The foregoing  limitations and
such laws may  impair the  ability  to  transfer  beneficial  interests  in such
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  Indentures.  Unless  otherwise  specified in the applicable
Prospectus  Supplement  and  except as  specified  below,  owners of  beneficial
interests in such  Registered  Global Security will not be entitled to have Debt
Securities  of  the  series  represented  by  such  Registered  Global  Security
registered in their names,  will not receive or be entitled to receive  physical
delivery of Debt Securities of such series in certificated  form and will not be
considered  the  holders   thereof  for  any  purposes  under  the   Indentures.
Accordingly,  each person owning a beneficial interest in such Registered Global
Security must rely on the  procedures of the  Depositary  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  the
Indentures.   The   Depositary   may  grant  proxies  and  otherwise   authorize
participants  to give or take any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other  action which a holder is entitled to give or



<PAGE>


take under the Indentures. Continental understands that, under existing industry
practices,  if  Continental  requests  any action of  holders,  or an owner of a
beneficial  interest  in such  Registered  Global  Security  desires to give any
notice  or take any  action a  holder  is  entitled  to give or take  under  the
Indentures,  the Depositary would authorize the participants to give such notice
or take such action, and participants  would authorize  beneficial owners owning
through  such  participants  to give such  notice  or take such  action or would
otherwise act upon the instructions of beneficial owners owning through them.

     Unless  otherwise  specified  in  the  applicable  Prospectus   Supplement,
payments with respect to 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.

     Continental expects that the Depositary for any Debt Securities represented
by a  Registered  Global  Security,  upon  receipt of any payment of  principal,
premium  or  interest,  will  immediately  credit  participants'  accounts  with
payments in amounts  proportionate to their respective  beneficial  interests in
the principal amount of such Registered  Global Security as shown on the records
of such  Depositary.  Continental  also expects that payments by participants to
owners of beneficial  interests in such Registered  Global Security held through
such  participants  will be  governed  by standing  instructions  and  customary
practices,  as is now the case  with the  securities  held for the  accounts  of
customers  registered in "street names," and will be the  responsibility of such
participants. None of Continental, the Trustee or any agent of Continental shall
have any  responsibility  or liability for any aspect of the records relating to
or payments  made on account of beneficial  ownership  interests of a Registered
Global  Security,  or for  maintaining,  supervising  or  reviewing  any records
relating to such beneficial ownership interests.

     Unless otherwise specified in the applicable Prospectus Supplement,  if the
Depositary for any Debt Securities  represented by a Registered  Global Security
is at any time  unwilling  or unable to continue as  Depositary  and a successor
Depositary is not appointed by Continental within ninety days,  Continental will
issue such Debt Securities in definitive  certificated form in exchange for such
Registered Global Security. In addition,  Continental 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 certificated form in exchange
for all of the Registered Global  Securities  representing such Debt Securities.
Further,  if Continental  so specifies with respect to the Debt  Securities of a
series,  an owner of a  beneficial  interest  in a  Registered  Global  Security
representing  Debt  Securities  of such  series  may,  on  terms  acceptable  to
Continental and the Depositary for such Registered Global Security, receive Debt
Securities  of such series in  definitive  form  registered  in the name of such
beneficial owner or its designee.

CONSOLIDATION, MERGER OR SALE BY CONTINENTAL

     Each  Indenture   provides  that  Continental   shall  not  merge  into  or
consolidate  with any other  corporation  or sell,  convey,  transfer,  lease or
otherwise  dispose  of all or  substantially  all of its  assets to any  Person,
unless  (i) the  successor,  resulting  or  acquiring  Person  is a  corporation


<PAGE>

organized and existing under the laws of the United States of America or a State
thereof or the District of Columbia and such  corporation  expressly  assumes by
supplemental  indenture  all the  obligations  of  Continental  under  the  Debt
Securities  and  any  coupons   appertaining  thereto  and  the  obligations  of
Continental  under the Indenture,  (ii) immediately  after giving effect to such
merger or  consolidation,  or such sale,  conveyance,  transfer,  lease or other
disposition,  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing and (iii) certain other conditions are met. In the event a successor,
resulting or acquiring corporation assumes the obligations of Continental,  such
successor,   resulting  or  acquiring   corporation  shall  succeed  to  and  be
substituted for  Continental  under the Indentures and under the Debt Securities
and any coupons  appertaining  thereto and all obligations of Continental  shall
terminate.  In the  event of any such  permitted  consolidation,  merger,  sale,
conveyance,  disposition  or other  change of control  transaction  (including a
highly leveraged transaction),  the holders of the Debt Securities will not have
the right to  require  redemption  thereof or similar  rights  unless  otherwise
provided in the applicable Prospectus Supplement.

EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT

     Events of Default  with  respect to Debt  Securities  of any series  issued
thereunder  are defined in the  Indentures as being:  default for thirty days in
payment of any  interest  on any Debt  Securities  of that  series or any coupon
appertaining  thereto or any  additional  amount  payable  with  respect to Debt
Securities  of such series as specified in the terms of the Debt  Securities  of
such  series  when  due  (whether  or  not,  in the  case of  Subordinated  Debt
Securities,   such  payment  is  prohibited  by  the  subordination   provisions
applicable thereto);  default in payment of the principal of or premium, if any,
on any Debt  Securities of that series when due;  failure to deposit any sinking
fund payment when and as due by the terms of the Debt Securities of that series;
default  for sixty days after  notice to  Continental  by the  Trustee  for such
series,  or by the  holders  of 25% in  aggregate  principal  amount of the Debt
Securities  of such series then  outstanding,  in the  performance  of any other
agreement  applicable  to the Debt  Securities  of that series  contained in the
Indenture;  and certain events of bankruptcy,  insolvency or  reorganization  of
Continental.  Any other Events of Default  applicable  to a specified  series of
Debt Securities will be described in the applicable  Prospectus  Supplement.  An
Event of Default with respect to a particular series of Debt Securities will not
necessarily  be an Event of Default  with  respect  to any other  series of Debt
Securities.

     The Indentures  provide that, if an Event of Default occurs with respect to
the Debt  Securities  of any series issued  thereunder  and is  continuing,  the
Trustee for such series or the holders of 25% in aggregate  principal  amount of
all of the  outstanding  Debt  Securities of that series,  by written  notice to
Continental  (and to the  Trustee  for such  series,  if notice is given by such
holders  of Debt  Securities),  may  declare  the  principal  (or,  if the  Debt
Securities of that series are original issue discount Debt Securities or indexed
Debt Securities,  such portion of the principal amount specified in the terms of
such series) of all the Debt Securities of that series to be due and payable.

     The Indentures  provide that the Trustee for any series of Debt  Securities
shall, within 90 days after the occurrence of a Default known to it with respect


<PAGE>

to Debt Securities of that series, give to the holders of the Debt Securities of
that series  notice of all such  uncured  Defaults;  PROVIDED,  that such notice
shall not be given until 60 days after the  occurrence of a Default with respect
to Debt  Securities  of that  series  involving  a failure to perform a covenant
other than the obligation to pay  principal,  premium,  if any, or interest,  if
any, or make a mandatory  sinking  fund  payment;  and PROVIDED  FURTHER,  that,
except in the case of default in payment on the Debt  Securities of that series,
the  Trustee  may  withhold  the  notice  if and so long as a  committee  of its
Responsible  Officers  (as  defined  therein)  in  good  faith  determines  that
withholding such notice is in the interest of the holders of the Debt Securities
of that series.  "Default" means any event which is, or, after notice or passage
of time or both, would be, an Event of Default.

     The  Indentures  provide  that the Trustee will be under no  obligation  to
exercise any of its rights or powers  thereunder  at the request or direction of
any of the  Holders,  unless  such  Holders  shall have  offered to the  Trustee
reasonable security or indemnity. Subject to such provisions for indemnification
of the  Trustee,  the  Indentures  provide  that the  holders of not less than a
majority in aggregate  principal  amount of the  outstanding  Debt Securities of
each series  affected  (with each such series  voting as a class) may direct the
time,  method and place of conducting any proceeding for any remedy available to
the Trustee for such series,  or exercising any trust or power conferred on such
Trustee.

     The Indentures  include a covenant that Continental will file annually with
the Trustee a certificate as to Continental's compliance with all conditions and
covenants of the applicable Indenture.

     The holders of not less than a majority in  aggregate  principal  amount of
the outstanding  Debt Securities of any series by notice to the Trustee for such
series  may  waive,  on behalf of the  holders  of all Debt  Securities  of such
series, any past Default or Event of Default with respect to that series and its
consequences,  and may  rescind and annul a  declaration  of  acceleration  with
respect to that series and its  consequences  (unless a judgment or decree based
on such  acceleration has been obtained and entered),  except a Default or Event
of Default in the payment of the principal of, premium, if any, or interest,  if
any, on any Debt Security (and any acceleration resulting therefrom) and certain
other defaults.

MODIFICATION OF THE INDENTURES

     The Indentures contain provisions permitting Continental and the Trustee to
enter  into one or more  supplemental  indentures  without  the  consent  of the
holders of any of the Debt Securities in order (i) to evidence the succession of
another  corporation  to  Continental  and the  assumption  of the  covenants of
Continental  by a  successor;  (ii) to add to the  covenants of  Continental  or
surrender any right or power of Continental;  (iii) to add additional  Events of
Default with respect to any series; (iv) to add or change any provisions to such
extent as necessary to permit or facilitate  the issuance of Debt  Securities in
bearer form or in global  form  PROVIDED  that such  action  does not  adversely
affect the interests of any holder of Debt Securities of any series issued under
such Indenture in any material respect;  (v) under certain  circumstances to add
to, change or eliminate any provision  affecting Debt Securities not yet issued;
(vi) to secure the Debt Securities; (vii) to establish the form or terms of Debt
Securities;  (viii) to  evidence  and provide for  successor  Trustees;  (ix) if


<PAGE>

allowed without penalty under applicable laws and regulations, to permit payment
in respect  of Debt  Securities  in bearer  form in the  United  States;  (x) to
correct  or  supplement  any  inconsistent  provisions  or  to  make  any  other
provisions  with respect to matters or questions  arising under the  Indentures,
PROVIDED that such action does not adversely  affect the interests of any holder
of Debt  Securities  of any series  issued under such  Indenture in any material
respect;  (xi) to supplement any of the provisions of the Indenture to permit or
facilitate  the  defeasance  and  discharge  of Debt  Securities  of any series,
PROVIDED that such action does not adversely  affect the interests of any holder
of Debt  Securities  of any series  issued under such  Indenture in any material
respect; or (xii) to cure any ambiguity or correct any mistake.

     The  Indentures  also contain  provisions  permitting  Continental  and the
Trustee,  with the consent of the holders of a majority in  aggregate  principal
amount of the  outstanding  Debt  Securities  of each  series  affected  by such
supplemental indenture, to execute supplemental indentures adding any provisions
to or changing or  eliminating  any of the  provisions of the  Indentures or any
other  supplemental  indenture  or  modifying  the rights of the holders of Debt
Securities  of such  series,  except that no such  supplemental  indenture  may,
without the consent of the holder of each Debt Security so affected,  (i) change
the time for payment of  principal or  interest,  if any, on any Debt  Security;
(ii) reduce the principal of, or interest,  if any, on any Debt Security;  (iii)
reduce the amount of premium,  if any,  payable upon the  redemption of any Debt
Security;  (iv) reduce the amount of principal  payable upon acceleration of the
maturity of an Original  Issue  Discount Debt  Security;  (v) change the coin or
currency  in which any Debt  Security  or any  premium  or  interest  thereon is
payable;  (vi) impair the right to  institute  suit for the  enforcement  of any
payment on or with respect to any Debt Security;  (vii) reduce the percentage in
principal amount of the outstanding Debt Securities of any series the consent of
whose holders is required for modification or amendment of the Indentures or for
waiver of compliance with certain  provisions of the Indentures or for waiver of
certain  defaults;  (viii) change the  obligation of  Continental to maintain an
office or agency in the places and for the purposes specified in the Indentures;
or (ix) modify any of the foregoing provisions.

DEFEASANCE

     If indicated in the applicable Prospectus Supplement, Continental may elect
either  (i) to  defease  and be  discharged  from any and all  obligations  with
respect to the Debt  Securities  of or within any  series  (except as  described
below)  ("defeasance")  or (ii) to be released from its obligations with respect
to certain  covenants  applicable to the Debt Securities of or within any series
("covenant  defeasance"),  upon the deposit with the Trustee for such series (or
other qualifying trustee), in trust for such purpose, of money and/or Government
Obligations  which  through the payment of principal  and interest in accordance
with  their  terms  will  provide  money  in the  amount  sufficient  to pay the
principal of, premium, if any, and interest,  if any, on such Debt Securities to
Maturity  or  redemption,  as the case may be, and any  mandatory  sinking  fund
payments  thereon.  Upon the  occurrence  of a defeasance,  Continental  will be
deemed to have paid and discharged the entire  indebtedness  represented by such
Debt Securities and any coupons  appertaining  thereto and to have satisfied all
of its other obligations under such Debt Securities and any coupons appertaining
thereto  (except  for (i) the  rights  of  holders  of such Debt  Securities  to


<PAGE>


receive,  solely from the trust funds deposited to defease such Debt Securities,
payments in respect of the principal of, premium, if any, and interest,  if any,
on such Debt Securities or any coupons  appertaining  thereto when such payments
are due and (ii) certain other obligations as provided in the Indentures).  Upon
the occurrence of a covenant defeasance,  Continental will be released only from
its  obligations  to comply with certain  covenants  contained in the  Indenture
relating to such Debt  Securities,  will  continue to be  obligated in all other
respects under such Debt Securities and will continue to be contingently  liable
with respect to the payment of principal, interest, if any, and premium, if any,
with respect to such Debt Securities.

     Unless  otherwise  specified in the  applicable  Prospectus  Supplement and
except as  described  below,  the  conditions  to both  defeasance  and covenant
defeasance are as follows:  (i) such defeasance or covenant  defeasance must not
result in a breach or violation  of, or constitute a Default or Event of Default
under, the applicable Indenture or any other material agreement or instrument to
which  Continental is a party or by which it is bound;  (ii) certain  bankruptcy
related  Defaults or Events of Default with respect to Continental must not have
occurred  and be  continuing  during  the period  commencing  on the date of the
deposit of the trust  funds to defease  such Debt  Securities  and ending on the
91st day after such  date;  (iii)  Continental  must  deliver to the  Trustee an
Officer's  Certificate  and an Opinion of Counsel to the effect that the holders
of such Debt  Securities  will not  recognize  income,  gain or loss for federal
income tax purposes as a result of such  defeasance or covenant  defeasance  and
will be subject to federal income tax on the same amounts and in the same manner
and at all the same  times as would  have  been the case if such  defeasance  or
covenant  defeasance had not occurred  (such Opinion of Counsel,  in the case of
defeasance,  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 the Indentures);  and (iv) any additional  conditions to such defeasance
or  covenant  defeasance  which may be imposed on  Continental  pursuant  to the
applicable  Indenture.  The Indentures require that a nationally recognized firm
of independent public accountants deliver to the Trustee a written certification
as to the  sufficiency  of the  trust  funds  deposited  for the  defeasance  or
covenant  defeasance of such Debt Securities.  The Indentures do not provide the
holders of such Debt Securities with recourse against such firm. If indicated in
the applicable Prospectus  Supplement,  in addition to obligations of the United
States or an agency  or  instrumentality  thereof,  Government  Obligations  may
include  obligations of the government or any agency or  instrumentality  of the
government  issuing  the  currency in which Debt  Securities  of such series are
payable. In the event that Government Obligations deposited with the Trustee for
the defeasance of such Debt Securities  decrease in value or default  subsequent
to their being deposited,  Continental will have no further obligation,  and the
holders  of such  Debt  Securities  will  have no  additional  recourse  against
Continental,  as a result of such  decrease  in value or default.  As  described
above, in the event of a covenant  defeasance,  Continental remains contingently
liable with respect to the payment of principal,  interest, if any, and premium,
if any, with respect to the Debt Securities.

     Continental  may exercise its  defeasance  option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If Continental exercises its defeasance option,  payment of such Debt Securities
may  not be  accelerated  because  of a  Default  or an  Event  of  Default.  If
Continental  exercises  its  covenant  defeasance  option,  payment of such Debt
Securities  may not be accelerated by reason of a Default or an Event of Default


<PAGE>



with respect to the covenants to which such covenant  defeasance is  applicable.
However,  if such  acceleration  were to  occur,  the  realizable  value  at the
acceleration  date of the money and  Government  Obligations  in the  defeasance
trust could be less than the principal  and  interest,  if any, then due on such
Debt  Securities,  in that the required deposit in the defeasance trust is based
upon  scheduled  cash flow rather than market value,  which will vary  depending
upon interest rates and other factors.

     The applicable  Prospectus  Supplement may further describe the provisions,
if any,  applicable to defeasance  or covenant  defeasance  with respect to Debt
Securities of a particular series.

THE TRUSTEE

     Bank One, N.A., is the Trustee under the Indentures. Bank One, N.A. acts as
Trustee under one other indenture for Continental, and may from time to time act
as Trustee under other indentures.  Bank One, N.A. also may establish banking or
other  commercial  relationships  with  Continental  in the  ordinary  course of
business.  If more than one series of Debt  Securities is  outstanding  under an
Indenture,  the holders of a majority in aggregate principal amount of each such
series at any time  outstanding  may remove  the  Trustee  with  respect to such
series  (but not as to any other  series) by so  notifying  the  Trustee and may
appoint a successor Trustee with respect to such series.  Continental may remove
the Trustee with respect to the  Securities  of any series at any time by giving
written notice thereof to the Trustee if there is at the time of such removal no
Default with respect to the  Securities of such series.  Each  reference in this
Prospectus to the Trustee under an Indenture  refers, in the case of each series
of Debt Securities  outstanding  under such  Indenture,  to the Trustee for such
series.

                              PLAN OF DISTRIBUTION

     Continental  may sell Debt Securities in or outside of the United States to
one or more  underwriters  for public offering and sale by them or may sell Debt
Securities to investors or other persons directly or through one or more dealers
or agents. Any such underwriter,  dealer or agent involved in the offer and sale
of the Offered Securities will be named in an applicable Prospectus Supplement.

     The Offered Securities may be sold at a fixed price or prices, which may be
changed,  or from time to time at market prices  prevailing at the time of sale,
at prices  related to such  prevailing  market prices or at  negotiated  prices.
Dealer  trading may take place in certain of the Offered  Securities,  including
Offered Securities not listed on any securities exchange.  Continental also may,
from time to time,  authorize  underwriters  acting as  Continental's  agents to
offer and sell the Offered  Securities upon the terms and conditions as shall be
set forth in any Prospectus  Supplement.  In connection with the sale of Offered
Securities,  underwriters  may be  deemed  to have  received  compensation  from
Continental in the form of  underwriting  discounts or commissions  and may also
receive  commissions from purchasers of Offered Securities for whom they may act
as agent.  Underwriters may sell Offered  Securities to or through dealers,  and
such dealers may receive  compensation in the form of discounts,  concessions or




<PAGE>

commissions from the underwriters  and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.

     If a  dealer  is used  directly  by  Continental  in the  sale  of  Offered
Securities  in respect of which  this  Prospectus  is  delivered,  such  Offered
Securities will be sold to the dealer, as principal.  The dealer may then resell
such Offered Securities to the public at varying prices to be determined by such
dealer at the time of  resale.  Any such  dealer  and the terms of any such sale
will be set forth in the Prospectus Supplement relating thereto.

     Offered  Securities  may be offered and sold through  agents  designated by
Continental  from time to time.  Any such agent involved in the offer or sale of
the Offered  Securities in respect of which this Prospectus is delivered will be
named in, and any  commissions  payable by Continental to such agent will be set
forth in, the applicable  Prospectus  Supplement.  Unless otherwise indicated in
the applicable  Prospectus  Supplement,  any such agent will be acting on a best
efforts basis for the period of its appointment.

     Offers  to  purchase  Offered  Securities  may  be  solicited  directly  by
Continental   and  sales  thereof  may  be  made  by  Continental   directly  to
institutional  investors or others who may be deemed to be  underwriters  within
the meaning of the Securities Act with respect to any resale thereof.  The terms
of any such  sales  will be  described  in the  Prospectus  Supplement  relating
thereto.  Except  as set  forth  in the  applicable  Prospectus  Supplement,  no
director,  officer  or  employee  of  Continental  will  solicit  or  receive  a
commission  in  connection  with  direct  sales by  Continental  of the  Offered
Securities,  although  such  persons  may  respond  to  inquiries  by  potential
purchasers and perform ministerial and clerical work in connection with any such
direct sales.

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

     Underwriters,  dealers  and  agents  may engage in  transactions  with,  or
perform services for, Continental and its subsidiaries in the ordinary course of
business.

     If so  indicated  in an  applicable  Prospectus  Supplement  and subject to
existing  market  conditions,  Continental  will  authorize  dealers  acting  as
Continental's  agents to solicit  offers by  certain  institutions  to  purchase
Offered  Securities  from  Continental at the public offering price set forth in
such Prospectus Supplement pursuant to Delayed Delivery Contracts  ("Contracts")
providing  for  payment  and  delivery  on the  date  or  dates  stated  in such
Prospectus  Supplement.  Each Contract will be for an amount not less than,  and



<PAGE>


the aggregate  principal amount of Offered Securities sold pursuant to Contracts
shall  not be  less  nor  more  than,  the  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,   educational  and  charitable   institutions  and  other
institutions,  but will in all cases be subject to the approval of  Continental.
Contracts  will not be  subject to any  conditions  except  the  purchase  by an
institution of the Offered  Securities covered by its Contracts shall not at the
time of delivery be prohibited  under the laws of any jurisdiction in the United
States to which such  institution  is subject.  A  commission  indicated  in the
applicable  Prospectus  Supplement  will be granted to  underwriters  and agents
soliciting  purchases of Offered  Securities  pursuant to Contracts  accepted by
Continental.  Agents and underwriters  will have no responsibility in respect of
the delivery or performance of Contracts.

     The Offered  Securities  may or may not be listed on a national  securities
exchange or a foreign securities exchange. If an underwriter or underwriters are
utilized  in the  sale of any  Offered  Securities,  the  applicable  Prospectus
Supplement  will  contain  a  statement  as to the  intention,  if any,  of such
underwriters at the date of such  Prospectus  Supplement to make a market in the
Offered  Securities.  No assurances can be given that there will be a market for
the Offered Securities.

     The place and time of  delivery  for the Offered  Securities  in respect of
which  this  Prospectus  is  delivered  will  be set  forth  in  the  applicable
Prospectus Supplement.

                                 LEGAL OPINIONS

     Unless otherwise  indicated in the applicable  Prospectus  Supplement,  the
validity  of the  Debt  Securities  offered  hereby  will  be  passed  upon  for
Continental by Hughes Hubbard & Reed LLP, New York, New York.

                                     EXPERTS

     The  consolidated   financial  statements  (including  financial  statement
schedules) of Continental  Airlines,  Inc.  appearing in  Continental  Airlines,
Inc.'s Annual Report (Form 10-K) for the year ended  December 31, 1996 have been
audited  by  Ernst & Young  LLP,  independent  auditors,  as set  forth in their
reports thereon  included  therein and  incorporated  herein by reference.  Such
consolidated  financial  statements  are,  and  audited  consolidated  financial
statements to be included in subsequently filed documents will be,  incorporated
herein by reference in reliance upon reports of Ernst & Young LLP  pertaining to
such consolidated  financial statements (to the extent covered by consents filed
with the  Commission)  given  upon the  authority  of such  firm as  experts  in
accounting and auditing.

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

     NO DEALER,  SALESPERSON  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  OR  ANY  RELATED   PROSPECTUS
SUPPLEMENT  AND/OR PRICING  SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN




<PAGE>

THIS PROSPECTUS AND SUCH PROSPECTUS SUPPLEMENT AND/OR PRICING SUPPLEMENT AND, IF
GIVEN OR MADE, SUCH  INFORMATION OR  REPRESENTATIONS  MUST NOT BE RELIED UPON AS
HAVING BEEN  AUTHORIZED BY CONTINENTAL OR ANY  UNDERWRITERS,  AGENTS OR DEALERS.
THIS PROSPECTUS AND ANY RELATED PROSPECTUS  SUPPLEMENT AND/OR PRICING SUPPLEMENT
DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES
IN ANY  JURISDICTION  TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AND ANY RELATED PROSPECTUS
SUPPLEMENT  AND/OR PRICING  SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER
SHALL,  UNDER ANY  CIRCUMSTANCES,  CREATE AN IMPLICATION  THAT THERE HAS BEEN NO
CHANGE IN THE  AFFAIRS OF  CONTINENTAL  SINCE THE DATE HEREOF OR THEREOF OR THAT
THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THEREOF.

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



<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

Available Information.......................................................   2

Incorporation of Certain Documents by Reference.............................   2

The Company.................................................................   3

Use of Proceeds.............................................................   3

Ratio of Earnings to Fixed Charges..........................................   4

Description of Debt Securities..............................................   4

Plan of Distribution........................................................  16

Legal Opinions..............................................................  18

Experts.....................................................................  18



                                  $400,000,000

                                   CONTINENTAL
                                    AIRLINES,
                                      INC.

                                 DEBT SECURITIES

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

                                   PROSPECTUS
                           ---------------------------


                                 JULY [_], 1997



<PAGE>




                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The  estimated  expenses  in  connection  with this  offering,  other  than
underwriting discounts and commissions, are:

Securities and Exchange Commission registration filing fee.........    $121,213
Printing and engraving expenses....................................      20,000*
Trustee fees and expenses..........................................      15,000*
Accounting fees and expenses.......................................      15,000*
Rating Agency fees.................................................      30,000*
Legal fees and expenses............................................      50,000*
Miscellaneous......................................................      23,787*
                                                                        --------

     Total.........................................................     275,000*
                                                                        ========

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

   * Estimates.

ITEM 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's  Certificate  of  Incorporation  and Bylaws  provide that the
Company will  indemnify  each of its  directors  and officers to the full extent
permitted by the laws of the State of Delaware and may  indemnify  certain other
persons as  authorized  by the  Delaware  General  Corporation  Law (the "GCL").
Section 145 of the GCL provides as follows:

          "(a) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any  threatened,  pending
     or  completed  action,  suit  or  proceeding,   whether  civil,   criminal,
     administrative or investigative (other than an action by or in the right of
     the  corporation)  by  reason  of the  fact  that he is or was a  director,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation  as a director,  officer,  employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments,  fines and amounts
     paid in settlement  actually and  reasonably  incurred by him in connection
     with such  action,  suit or  proceeding  if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     had  no  reasonable  cause  to  believe  his  conduct  was  unlawful.   The
     termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,  and, with respect


<PAGE>


     to any criminal action or proceeding,  had reasonable cause to believe that
     his conduct was unlawful.

          (b) A corporation  shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any  threatened,  pending
     or  completed  action  or suit by or in the  right  of the  corporation  to
     procure a  judgment  in its favor by reason of the fact that he is or was a
     director,  officer,  employee  or  agent of the  corporation,  or is or was
     serving at the request of the corporation as a director,  officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise  against  expenses  (including  attorneys'  fees)  actually  and
     reasonably  incurred by him in connection with the defense or settlement of
     such action or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best  interests of the  corporation
     and except that no  indemnification  shall be made in respect of any claim,
     issue or matter as to which  such  person  shall have been  adjudged  to be
     liable to the  corporation  unless and only to the extent that the Court of
     Chancery  or the  court in which  such  action  or suit was  brought  shall
     determine upon application that,  despite the adjudication of liability but
     in view of all the  circumstances  of the case,  such  person is fairly and
     reasonably  entitled  to  indemnity  for such  expenses  which the Court of
     Chancery or such other court shall deem proper.

          (c) To the extent  that a  director,  officer,  employee or agent of a
     corporation  has been  successful  on the merits or otherwise in defense of
     any action,  suit or proceeding  referred to in subsections  (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, he shall
     be indemnified  against expenses  (including  attorneys' fees) actually and
     reasonably incurred by him in connection therewith.

          (d) Any indemnification  under subsections (a) and (b) of this section
     (unless  ordered  by a  court)  shall  be made by the  corporation  only as
     authorized in the specific case upon a determination  that  indemnification
     of the director,  officer, employee or agent is proper in the circumstances
     because  he has met  the  applicable  standard  of  conduct  set  forth  in
     subsections (a) and (b). Such determination shall be made (1) by a majority
     vote  of the  directors  who  are  not  parties  to  such  action,  suit or
     proceeding,  even  though  less than a quorum,  or (2) if there are no such
     directors,  or if such directors so direct, by independent legal counsel in
     a written opinion, or (3) by the stockholders.

          (e) Expenses  (including  attorneys'  fees)  incurred by an officer or
     director in defending any civil, criminal, administrative, or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final  disposition  of such  action,  suit or  proceeding  upon  receipt of
     undertaking  by or on behalf of such  director  or  officer  to repay  such
     amount if it shall  ultimately be determined  that he is not entitled to be
     indemnified by the corporation as authorized in this section. Such expenses
     (including  attorneys'  fees) incurred by other employees and agents may be
     so paid upon such terms and  conditions,  if any, as the board of directors
     deems appropriate.



<PAGE>


          (f) The  indemnification  and advancement of expenses  provided by, or
     granted  pursuant to, the other  subsections  of this section  shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise,  both as to action
     in his official capacity and as to action in another capacity while holding
     such office.

          (g) A corporation shall have power to purchase and maintain  insurance
     on behalf of any  person who is or was a  director,  officer,  employee  or
     agent  of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation,  partnership, joint venture, trust or other enterprise against
     any  liability  asserted  against  him  and  incurred  by him  in any  such
     capacity,  or  arising  out of his  status  as  such,  whether  or not  the
     corporation  would have the power to indemnify  him against such  liability
     under this section.

          (h) For  purposes of this  section,  references  to "the  corporation"
     shall include,  in addition to the resulting  corporation,  any constituent
     corporation  (including any  constituent  of a  constituent)  absorbed in a
     consolidation  or merger which,  if its separate  existence had  continued,
     would have had power and  authority to indemnify its  directors,  officers,
     and  employees  or agents,  so that any  person  who is or was a  director,
     officer,  employee or agent of such constituent  corporation,  or is or was
     serving  at the  request of such  constituent  corporation  as a  director,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust or other enterprise,  shall stand in the same position under
     this section with respect to the resulting or surviving  corporation  as he
     would have with  respect to such  constituent  corporation  if its separate
     existence had continued.

          (i) For purposes of this section,  references  to "other  enterprises"
     shall include employee  benefit plans;  references to "fines" shall include
     any excise taxes  assessed on a person with respect to an employee  benefit
     plan; and references to "serving at the request of the  corporation"  shall
     include  any  service  as a  director,  officer,  employee  or agent of the
     corporation  which  imposes  duties  on,  or  involves  services  by,  such
     director,  officer,  employee, or agent with respect to an employee benefit
     plan, its participants,  or  beneficiaries;  and a person who acted in good
     faith and in a manner he  reasonably  believed to be in the interest of the
     participants and  beneficiaries of an employee benefit plan shall be deemed
     to have  acted in a  manner  "not  opposed  to the  best  interests  of the
     corporation" as referred to in this section.

          (j) The  indemnification  and advancement of expenses  provided by, or
     granted  pursuant to, this section shall,  unless  otherwise  provided when
     authorized  or  ratified,  continue  as to a person  who has ceased to be a
     director,  officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

          (k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to  hear  and  determine  all  actions  for   advancement  of  expenses  or

<PAGE>


     indemnification  brought under this section or under any bylaw,  agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court of
     Chancery may  summarily  determine a  corporation's  obligation  to advance
     expenses (including attorneys' fees)".

     The Certificate of  Incorporation  and Bylaws of the Company also limit the
personal liability of directors to the Company and its stockholders for monetary
damages resulting from certain breaches of the directors'  fiduciary duties. The
Certificate of Incorporation of the Company provides as follows:

          "No  Director of the  Corporation  shall be  personally  liable to the
     Corporation  or  its  stockholders  for  monetary  damages  for  breach  of
     fiduciary  duty as a Director,  except for  liability (i) for any breach of
     the Director's duty of loyalty to the corporation or its stockholders, (ii)
     for  acts or  omissions  not in good  faith or  which  involve  intentional
     misconduct  or a knowing  violation of law,  (iii) under Section 174 of the
     GCL,  or (iv) for any  transaction  from  which the  Director  derived  any
     improper  personal  benefit.  If the  GCL  is  amended  . . . to  authorize
     corporate action further  eliminating or limiting the personal liability of
     directors,  then the  liability of a director of the  Corporation  shall be
     eliminated  or limited to the fullest  extent  permitted  by the GCL, as so
     amended".

     The Company maintains directors' and officers' liability insurance.

ITEM 16.   EXHIBITS.

     Reference  is made to the Exhibit  Index  which  immediately  precedes  the
exhibits filed with this Registration Statement, which is incorporated herein by
reference.

ITEM 17.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

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

          (i)  To include any  prospectus  required  by Section  l0(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  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



<PAGE>


               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement; and

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

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

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in 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
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  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 any such director,  officer or controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question of whether or not
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3 and has duly caused this  amendment  to the
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Houston, State of Texas, on July 18, 1997.


                                       CONTINENTAL AIRLINES, INC.


                                       By:   /s/ JEFFERY A. SMISEK
                                            ------------------------------
                                             Jeffery A. Smisek
                                             Executive Vice President,
                                             General Counsel and Secretary



     Pursuant to the  requirements of the Securities Act of 1933, this amendment
to the  Registration  Statement has been signed by the following  persons in the
capacities indicated, on July 18, 1997.


<TABLE>
<CAPTION>
               Signature                                   Title
               ---------                                   -----

<S>                                     <C>   
                   *                    Chairman of the Board and Chief Executive
- --------------------------------------  Officer (Principal Executive Officer) and
           Gordon M. Bethune            Director



                   *                    Executive Vice President and Chief
- --------------------------------------  Financial Officer
          Lawrence W. Kellner           (Principal Financial Officer)

                   *                    Vice President and Controller
- --------------------------------------  (Principal Accounting Officer)
           Michael P. Bonds             

                   *                    Director
- --------------------------------------  
        Thomas J. Barrack, Jr.

                   *                    President, Chief Operating Officer and
- --------------------------------------  Director
         Gregory D. Brenneman           

                   *                    Director
- --------------------------------------  
         Lloyd M. Bentsen, Jr.

                   *                    Director
- -------------------------------------- 
            David Bonderman

                   *                    Director
- -------------------------------------- 
             Patrick Foley

</TABLE>




<PAGE>



<TABLE>
<CAPTION>
<S>                                     <C>   

                   *                    Director
- -------------------------------------- 
        Douglas H. McCorkindale

                   *                    Director
- -------------------------------------- 
          George G.C. Parker

                   *                    Director
- -------------------------------------- 
           Richard W. Pogue

                   *                    Director
- -------------------------------------- 
         William S. Price III

                   *                    Director
- --------------------------------------  
           Donald L. Sturm

                   *                    Director
- -------------------------------------- 
         Karen Hastie Williams

                   *                    Director
- -------------------------------------- 
          Charles A. Yamarone


*By:     /s/ SCOTT R. PETERSON
         -----------------------------------
         Scott R. Peterson, Attorney-in-fact

</TABLE>




<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

  Exhibit No.   Exhibit
  -----------   -------

     <S>        <C>                               
      4.1       Form of Senior Indenture

      4.2       Form of Subordinated Indenture

      5.1       Opinion of Hughes Hubbard & Reed LLP*

     12.1       Computation of Ratio of Earnings to Fixed Charges*

     23.1       Consent of Ernst & Young LLP*

     23.2       Consent of Hughes Hubbard & Reed LLP (included in its opinion
                filed as Exhibit 5.1)*

     24.1       Powers  of  Attorney for Gordon M. Bethune, Lawrence W. Kellner,
                Michael P. Bonds,  Thomas J. Barrack, Jr., Gregory D. Brenneman,
                Lloyd  M. Bentsen,  David Bonderman,   Douglas  H. McCorkindale,
                George  G.C. Parker,  Richard  W. Pogue,  William  S. Price III,
                Donald L. Sturm, Karen Hastie Williams and  Charles A. Yamarone*

     24.2       Power of Attorney for Patrick Foley

     25.1       Statement  of  Eligibility  of  Bank  One, N.A.  with respect to
                Senior Debt Securities

     25.2       Statement  of  Eligibility  of  Bank One,  N.A. with  respect to
                Subordinated Debt Securities

- --------------------
<FN>
*     Previously filed.

</FN>
</TABLE>






                                                                    EXHIBIT 4.1


                            FORM OF SENIOR INDENTURE



<PAGE>

                       CONTINENTAL AIRLINES, INC., Issuer

                                       to


                             BANK ONE, N.A., Trustee


                                    INDENTURE


                              Dated as of [ ], 1997








                            Providing for Issuance of
                        Senior Debt Securities in Series



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ARTICLE 1       DEFINITIONS AND OTHER PROVISIONS OF
                GENERAL APPLICATION.........................................  1

     1.1        Definitions.................................................  1
     1.2        Compliance Certificates and Opinions........................  9
     1.3        Form of Documents Delivered to Trustee...................... 10
     1.4        Acts of Holders............................................. 11
     1.5        Notices, etc., to Trustee and Company....................... 12
     1.6        Notice to Holders; Waiver................................... 13
     1.7        Headings and Table of Contents.............................. 14
     1.8        Successors and Assigns...................................... 14
     1.9        Separability................................................ 14
     1.10       Benefits of Indenture....................................... 14
     1.11       Governing Law............................................... 14
     1.12       Legal Holidays.............................................. 14
     1.13       Trustee to Establish Record Dates........................... 15
     1.14       No Security Interest Created................................ 15
     1.15       Liability Solely Corporate.................................. 15

ARTICLE 2       SECURITY FORMS.............................................. 15

     2.1        Forms Generally............................................. 15
     2.2        Form of Trustee's Certificate of Authentication............. 16
     2.3        Securities in Global Form................................... 16

ARTICLE 3       THE SECURITIES.............................................. 17

     3.1        Amount Unlimited; Issuable in Series........................ 17
     3.2        Denominations............................................... 21
     3.3        Execution, Authentication, Delivery and Dating.............. 21
     3.4        Temporary Securities........................................ 25
     3.5        Registration, Registration of Transfer and Exchange......... 26
     3.6        Replacement Securities...................................... 30
     3.7        Payment of Interest; Interest Rights Preserved.............. 31
     3.8        Persons Deemed
 Owners....................................... 33
     3.9        Cancellation................................................ 33
     3.10       Computation of Interest..................................... 34
     3.11       Currency and Manner of Payment in Respect of Securities..... 34
     3.12       Appointment and Resignation of Exchange Rate Agent.......... 38


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                            PAGE
                                                                            ----
     3.13       CUSIP Numbers............................................... 39
     3.14       Judgments................................................... 39

ARTICLE 4       SATISFACTION, DISCHARGE AND DEFEASANCE...................... 40

     4.1        Termination of Company's Obligations Under the Indenture.... 40
     4.2        Application of Trust Funds.................................. 41
     4.3        Applicability of Defeasance Provisions; Company Option to
                Effect Defeasance or Covenant Defeasance.................... 41
     4.4        Defeasance and Discharge.................................... 42
     4.5        Covenant Defeasance......................................... 42
     4.6        Conditions to Defeasance or Covenant Defeasance............. 43
     4.7        Deposited Money and Government Obligations To Be Held in
                Trust....................................................... 44
     4.8        Transfers and Distribution at Company Request............... 45
     4.9        Reinstatement............................................... 46

ARTICLE 5       DEFAULTS AND REMEDIES....................................... 46

     5.1        Events of Default........................................... 46
     5.2        Acceleration; Rescission and Annulment...................... 47
     5.3        Collection of Indebtedness and Suits for Enforcement by
                Trustee..................................................... 48
     5.4        Trustee May File Proofs of Claim............................ 49
     5.5        Trustee May Enforce Claims Without Possession of Securities. 49
     5.6        Delay or Omission Not Waiver................................ 50
     5.7        Waiver of Past Defaults..................................... 50
     5.8        Control by Majority......................................... 50
     5.9        Limitation on Suits by Holders.............................. 50
     5.10       Rights of Holders to Receive Payment........................ 51
     5.11       Application of Money Collected.............................. 51
     5.12       Restoration of Rights and Remedies.......................... 52
     5.13       Rights and Remedies Cumulative.............................. 52
     5.14       Undertaking for Costs....................................... 52
     5.15       Waiver of Stay or Extension Laws............................ 52

ARTICLE 6       THE TRUSTEE................................................. 53

     6.1        Certain Duties and Responsibilities......................... 53
     6.2        Rights of Trustee........................................... 53


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                            PAGE
                                                                            ----
     6.3        Trustee May Hold Securities................................. 54
     6.4        Money Held in Trust......................................... 54
     6.5        Trustee's Disclaimer........................................ 54
     6.6        Notice of Defaults.......................................... 54
     6.7        Reports by Trustee to Holders............................... 55
     6.8        Securityholder Lists........................................ 55
     6.9        Compensation and Indemnity.................................. 55
     6.10       Replacement of Trustee...................................... 56
     6.11       Acceptance of Appointment by Successor...................... 57
     6.12       Eligibility; Disqualification............................... 59
     6.13       Merger, Conversion, Consolidation or Succession to Business. 59
     6.14       Appointment of Authenticating Agent......................... 59
     6.15       Trustee's Application for Instructions from the Company..... 61
     6.16       Preferential Collection of Claims Against Company........... 61

ARTICLE 7       CONSOLIDATION, MERGER OR SALE BY THE COMPANY................ 61

     7.1        Consolidation, Merger or Sale of Assets by the Company
                Permitted................................................... 61
     7.2        Successor Corporation Substituted........................... 62

ARTICLE 8       SUPPLEMENTAL INDENTURES..................................... 62

     8.1        Supplemental Indentures without Consent of Holders.......... 62
     8.2        Supplemental Indentures with Consent of Holders............. 64
     8.3        Compliance with Trust Indenture Act......................... 65
     8.4        Execution of Supplemental Indentures........................ 65
     8.5        Effect of Supplemental Indentures........................... 65
     8.6        Reference in Securities to Supplemental Indentures.......... 65
     8.7        Notice of Supplemental Indenture............................ 65

ARTICLE 9       COVENANTS................................................... 65

     9.1        Payment of Principal, Premium, if Any, and Interest, if Any. 65
     9.2        Maintenance of Office or Agency............................. 66
     9.3        Money for Securities to Be Held in Trust; Unclaimed Money... 67
     9.4        Corporate Existence......................................... 68
     9.5        Reports by the Company...................................... 68


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                            PAGE
                                                                            ----
     9.6        Annual Review Certificate; Notice of Default................ 69
     9.7        Waiver of Certain Covenants and Conditions.................. 69

ARTICLE 10      REDEMPTION.................................................. 69

     10.1       Applicability of Article.................................... 69
     10.2       Election to Redeem; Notice to Trustee....................... 70
     10.3       Selection of Securities To Be Redeemed...................... 70
     10.4       Notice of Redemption........................................ 70
     10.5       Deposit of Redemption Price................................. 71
     10.6       Securities Payable on Redemption Date....................... 72
     10.7       Securities Redeemed in Part................................. 73

ARTICLE 11      SINKING FUNDS............................................... 73

     11.1       Applicability of Article.................................... 73
     11.2       Satisfaction of Sinking Fund Payments with Securities....... 73
     11.3       Redemption of Securities for Sinking Fund................... 74

SIGNATURES     ............................................................. 75


<PAGE>

Reconciliation and tie between  Indenture,  dated as of [ ], 1997, and the Trust
Indenture Act of 1939, as amended.


<TABLE>
<CAPTION>

TRUST INDENTURE ACT
    OF 1939 SECTION                            INDENTURE SECTION
- -------------------                            -----------------
<S>                                            <C>
310(a)(1)                                      6.12
      (a)(2)                                   6.12
      (a)(3)                                   TIA
      (a)(4)                                   Not Applicable
      (a)(5)                                   TIA
      (b)                                      6.10; 6.12; TIA

311(a)                                         TIA
   (b)                                         TIA
   (c)                                         Not Applicable

312(a)                                         6.8
   (b)                                         TIA
   (c)                                         TIA

313(a)                                         6.7; TIA
   (b)                                         TIA
   (c)                                         TIA
   (d)                                         TIA

314(a)                                         9.6; 9.7; TIA
   (b)                                         Not Applicable
   (c)(1)                                      1.2
   (c)(2)                                      1.2
   (c)(3)                                      Not Applicable
   (d)                                         Not Applicable
   (e)                                         1.2
   (f)                                         TIA

315(a)                                         TIA
   (b)                                         6.6
   (c)                                         TIA
   (d)(1)                                      TIA
   (d)(2)                                      TIA
   (d)(3)                                      TIA
   (e)                                         TIA

</TABLE>



<PAGE>


<TABLE>
<CAPTION>

Trust Indenture Act
    of 1939 Section                            Indenture Section
- -------------------                            -----------------
<S>                                            <C>
316(a) (last sentence)                         1.1
   (a)(1)(A)                                   5.2; 5.8
   (a)(1)(B)                                   5.7
   (b)                                         5.9; 5.10
   (c)                                         TIA

317(a)(1)                                      5.3
   (a)(2)                                      5.4
   (b)                                         9.3

318(a)                                         1.11
   (b)                                         TIA
   (c)                                         1.11; TIA

</TABLE>


- ----------------------------------
This reconciliation and tie section does not constitute part of the Indenture.


<PAGE>

          INDENTURE,  dated as of [ ], 1997, among CONTINENTAL AIRLINES, INC., a
Delaware  corporation (the "Company"),  as issuer and BANK ONE, N.A., as Trustee
(the "Trustee").

                                    RECITALS
                                    --------

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

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

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


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 1.1. Definitions.

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

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

               (2) all other  terms used  herein  which are defined in the Trust
     Indenture Act, either directly or by reference  therein,  have the meanings
     assigned to them therein;

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

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

          "AFFILIATE"  of any  specified  Person  means any Person  directly  or
indirectly  controlling  or  controlled  by, or under direct or indirect  common


<PAGE>

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

          "AGENT" means any Paying Agent or Registrar.

          "AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

          "AUTHORIZED  NEWSPAPER" means a newspaper of general  circulation,  in
the official  language of the country of publication or in the English language,
customarily  published  on  each  Business  Day  whether  or  not  published  on
Saturdays,  Sundays  or  holidays,  and of general  circulation  in the place in
connection  with which the term is used or in the  financial  community  of such
place. Whenever successive  publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise  expressly  provided herein) on any
Business Day and in the same or different Authorized Newspapers.

          "BEARER  SECURITY"  means  any  Security  in the form  (to the  extent
applicable  thereto)  established  pursuant  to Section  2.1 which is payable to
bearer  (including  any  Security in global form payable to bearer) and title to
which passes by delivery only, but does not include any coupons.

          "BOARD" or "BOARD OF  DIRECTORS"  means the Board of  Directors of the
Company,  the  Executive  Committee of the Company or any other duly  authorized
committee of such Board of Directors.

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

          "BUSINESS  DAY", when used with respect to any Place of Payment or any
other  particular  location  referred to in this Indenture or in the Securities,
means,  unless  otherwise  specified with respect to any Securities  pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which  banking  institutions  in that  Place  of  Payment  or  particular
location are authorized or obligated by law or executive order to close.

          "CAPITAL  LEASE" means any lease  obligation of a Person incurred with
respect to real property or equipment acquired or leased by such Person and used
in its  business  that is required  to be  recorded  on its  balance  sheet as a
capitalized lease in accordance with generally  accepted  accounting  principles
consistently applied.

          "COMMISSION"  means the  Securities and Exchange  Commission,  as from
time to time constituted,  created under the Securities Exchange Act of 1934, as
amended,  or,  if at any  time  after  the  execution  of  this  Indenture  such


<PAGE>

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

          "COMPANY" means the Person named as the Company in the first paragraph
of this  Indenture  until one or more successor  corporations  shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
means such successor or successors.

          "COMPANY ORDER" and "COMPANY  REQUEST" mean,  respectively,  a written
order or request signed in the name of the Company by the Chairman of the Board,
the President,  any Executive Vice  President,  any Senior Vice President or any
Vice  President,  signing alone,  or, with respect to Sections 3.3, 3.4, 3.5 and
6.1,  any  other  employee  of the  Company  named in an  Officer's  Certificate
delivered to the Trustee.

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

          "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Trustee at which at any particular  time its corporate  trust business shall
be principally  administered,  which office at the date hereof is located at 100
East Broad Street, Columbus, Ohio 43215.

          "CORPORATION"  includes  corporations,   associations,  companies  and
business trusts.

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

          "DEFAULT"  means any event  which is, or after  notice or  passage  of
time, or both, would be, an Event of Default.

          "DEPOSITARY",  when used with respect to the  Securities  of or within
any  series  issuable  or issued in whole or in part in global  form,  means the
Person  designated as Depositary by the Company  pursuant to Section 3.1 until a
successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter  shall mean or include each Person
which is then a Depositary hereunder,  and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

          "DOLLAR"  and the sign "$" mean  the coin or  currency  of the  United
States  which at the time of payment is legal  tender for the  payment of public
and private debts.

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

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


<PAGE>

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

          "EXCHANGE  RATE  AGENT",  when used with respect to  Securities  of or
within  any  series,  means,  unless  otherwise  specified  with  respect to any
Securities  pursuant to Section 3.1, a New York Clearing  House bank  designated
pursuant to Section 3.1 or Section 3.12.

          "EXCHANGE  RATE  OFFICER'S  CERTIFICATE"  means a certificate  setting
forth (i) the  applicable  Market  Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign  Currency  amounts of principal (and premium,  if
any) and interest,  if any (of an aggregate basis and on the basis of a Security
having the lowest  denomination  principal  amount in the  relevant  currency or
currency unit), payable with respect to a Security of any series on the basis of
such  Market  Exchange  Rate or the  applicable  bid  quotation,  signed  by the
Treasurer,  any Executive Vice President,  any Senior Vice  President,  any Vice
President or any Assistant Treasurer of the Company.

          "FOREIGN  CURRENCY" means any currency issued by the government of one
or  more   countries   other  than  the  United  States  or  by  any  recognized
confederation or association of such governments.

          "GOVERNMENT   OBLIGATIONS"  means  securities  which  are  (i)  direct
obligations  of the United  States or, if specified as  contemplated  by Section
3.1,  the  government  which issued the  currency in which the  Securities  of a
particular  series  are  payable,  for the  payment  of which its full faith and
credit is pledged or (ii)  obligations  of a Person  controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as  contemplated  by Section  3.1,  such  government  which  issued the  foreign
currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government,  which, in either case, are not callable
or  redeemable  at the option of the issuer  thereof,  and shall also  include a
depositary  receipt  issued by a bank or trust company as custodian with respect
to any such  Government  Obligation  or a  specific  payment of  interest  on or
principal  of any such  Government  Obligation  held by such  custodian  for the
account of the holder of a depositary receipt, provided that (except as required
by law) such  custodian is not  authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government  Obligation  evidenced by such depositary
receipt.

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

          "INDENTURE" means this Indenture as originally  executed or as amended
or supplemented from time to time and shall include the forms and terms (but not
defined terms  established  by or pursuant to a Board  Resolution) of particular
series of Securities established as contemplated by Sections 2.1 and 3.1.


<PAGE>

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

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

          "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "MARKET EXCHANGE RATE" means,  unless otherwise specified with respect
to any Securities  pursuant to Section 3.1, (i) for any  conversion  involving a
currency unit on the one hand and Dollars or any Foreign  Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency  calculated  by the method  specified  pursuant  to Section 3.1 for the
Securities of the relevant  series,  (ii) for any conversion of Dollars into any
Foreign  Currency,  the noon buying  rate for such  Foreign  Currency  for cable
transfers  quoted in New York City as  certified  for  customs  purposes  by the
Federal  Reserve  Bank of New York and (iii) for any  conversion  of one Foreign
Currency into Dollars or another Foreign  Currency,  the spot rate at noon local
time in the  relevant  market  at  which,  in  accordance  with  normal  banking
procedures,  the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City,  London or any other principal market
for Dollars or such purchased Foreign  Currency,  in each case determined by the
Exchange Rate Agent.  Unless otherwise  specified with respect to any Securities
pursuant  to  Section  3.1,  in the  event of the  unavailability  of any of the
exchange  rates provided for in the foregoing  clauses (i), (ii) and (iii),  the
Exchange Rate Agent shall use, in its sole  discretion and without  liability on
its part,  such quotation of the Federal Reserve Bank of New York as of the most
recent  available  date, or quotations  from one or more major banks in New York
City,  London or other  principal  market for such  currency or currency unit in
question  (which  may  include  any such  bank  acting  as  Trustee  under  this
Indenture),  or such other  quotations  as the  Exchange  Rate Agent  shall deem
appropriate.  Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any  currency or currency  unit by reason of
foreign exchange  regulations or otherwise,  the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident  issuer of
securities  designated  in such  currency or currency  unit would  purchase such
currency  or  currency  unit  in  order  to make  payments  in  respect  of such
securities.

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

          "OFFICER"  means  the  Chairman  of  the  Board,  the  President,  any
Executive Vice  President,  any Senior Vice President,  any Vice President,  the
Treasurer or Secretary of the Company.


<PAGE>

          "OFFICER'S  CERTIFICATE"  means a certificate  signed by an Officer of
the Company signing alone, and delivered to the Trustee.

          "OPINION OF COUNSEL" means a written opinion of legal counsel, who may
be (a) an attorney employed by the Company, (b) Hughes Hubbard & Reed LLP or (c)
other  counsel  designated  by the  Company and who shall be  acceptable  to the
Trustee.

          "ORIGINAL  ISSUE DISCOUNT  SECURITY" means any Security which provides
for an amount  less  than the  stated  principal  amount  thereof  to be due and
payable upon  declaration of  acceleration of the Maturity  thereof  pursuant to
Section 5.2.

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

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

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

               (iii)  Securities,  except to the extent provided in Sections 4.4
     and 4.5., with respect to which the Company has effected  defeasance and/or
     covenant defeasance as provided in Article 4; and

               (iv)  Securities  which have been paid pursuant to Section 3.6 or
     in  exchange  for  or  in  lieu  of  which  other   Securities   have  been
     authenticated and delivered pursuant to this Indenture, other than any such
     Securities  in respect of which  there  shall  have been  presented  to the
     Trustee proof  satisfactory  to it that such  Securities are held by a bona
     fide purchaser in whose hands such Securities are valid  obligations of the
     Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or  whether
sufficient funds are available for redemption or for any other purpose,  and for
the  purpose of making the  calculations  required  by Section  313 of the Trust
Indenture  Act,  (w)  the  principal  amount  of  any  Original  Issue  Discount
Securities that may be counted in making such  determination  or calculation and
that shall be deemed to be  Outstanding  for such purpose  shall be equal to the
amount of principal  thereof  that would be (or shall have been  declared to be)
due and  payable,  at the  time of such  determination,  upon a  declaration  of
acceleration of the Maturity  thereof pursuant to Section 5.2, (x) the principal
amount of any Security  denominated in a Foreign Currency that may be counted in


<PAGE>

making such  determination  or calculation and that shall be deemed  Outstanding
for such purpose shall be equal to the Dollar  equivalent,  determined as of the
date  such  Security  is  originally  issued by the  Company  as set forth in an
Exchange Rate Officer's  Certificate  delivered to the Trustee, of the principal
amount (or, in the case of the  Original  Issue  Discount  Security,  the Dollar
equivalent  as of such date of  original  issuance of the amount  determined  as
provided in clause (w) above) of such Security,  (y) the principal amount of any
Indexed Security that may be counted in making such determination or calculation
and that  shall be deemed  Outstanding  for such  purpose  shall be equal to the
principal  face amount of such  Indexed  Security at original  issuance,  unless
otherwise provided with respect to such Security pursuant to Section 3.1 and (z)
Securities  owned by the Company or any other obligor upon the Securities or any
Affiliate  of the  Company or of such other  obligor  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall be  protected  in making  such  calculation  or in  relying  upon any such
request,  demand,  authorization,  direction,  notice,  consent or waiver,  only
Securities  which  the  Trustee  knows to be so owned  shall be so  disregarded.
Securities  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the Company or any other obligor upon the  Securities or any Affiliate of
the Company or such other obligor.

          "PAYING  AGENT" means any Person  authorized by the Company to pay the
principal of, premium, if any, or interest,  if any, on any Securities on behalf
of the Company.

          "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 or formula for determining the rate or
rates of interest  thereon,  if any,  the Stated  Maturity or Stated  Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect  thereto,  and any other terms  specified as  contemplated  by
Section 3.1 with respect  thereto,  are to be determined by the Company 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.

          "PLACE OF  PAYMENT",  when used with respect to the  Securities  of or
within any series, means the place or places where, subject to the provisions of
Section 9.2, the principal of,  premium,  if any, and interest,  if any, on such
Securities are payable as specified as contemplated by Section 3.1.

          "PREDECESSOR SECURITY" of any particular Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 3.6 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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


<PAGE>

          "REDEMPTION  PRICE",  when used with  respect  to any  Security  to be
redeemed,  in whole or in part,  means the  price at which it is to be  redeemed
pursuant to this Indenture.

          "REGISTERED  SECURITY"  means any  Security in the form (to the extent
applicable thereto)  established  pursuant to Section 2.1 which is registered as
to principal and interest in the Register.

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the  Registered  Securities  of or  within  any  series  means  the date
specified for that purpose as contemplated by Section 3.1.

          "RESPONSIBLE  OFFICER",  when used with respect to the Trustee,  shall
mean any vice president,  assistant vice president, any senior trust officer, or
any trust  officer,  in the  Corporate  Trust Office of the Trustee or any other
officer  of the  Trustee  customarily  performing  functions  similar  to  those
performed by the persons who at the time shall be such  officers,  respectively,
and also means, with respect to a particular  corporate trust matter,  any other
officer of the Trustee to whom such corporate  trust matter is referred  because
of his knowledge of and familiarity with the particular subject.

          "SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture and more particularly  means any Security or Securities of the
Company issued, authenticated and delivered under this Indenture.

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 3.7.

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

          "SUBSIDIARY"  means any  corporation  of which the Company at the time
owns or  controls,  directly  or  indirectly,  more  than 50% of the  shares  of
outstanding  stock having general voting power under ordinary  circumstances  to
elect a majority of the Board of Directors of such corporation  (irrespective of
whether  or not at the  time  stock  of any  other  class  or  classes  of  such
corporation  shall have or might have voting power by reason of the happening of
any contingency).

          "TRUST  INDENTURE  ACT"  means the  Trust  Indenture  Act of 1939,  as
amended,  as in effect on the date of this  Indenture,  except  as  provided  in
Section 8.3.

          "TRUSTEE" means the party named as such in the first paragraph of this
Indenture  until a successor  Trustee  replaces  it  pursuant to the  applicable
provisions of this Indenture,  and thereafter  means such successor  Trustee and
if, at any time, there is more than one Trustee,  "Trustee" as used with respect
to the  Securities  of any series  shall mean the  Trustee  with  respect to the
Securities of that series.


<PAGE>

          "UNITED STATES" means,  unless otherwise specified with respect to the
Securities  of any series as  contemplated  by Section 3.1, the United States of
America  (including the States and the District of Columbia),  its  territories,
its possessions and other areas subject to its jurisdiction.

          "U.S.  PERSON" means,  unless otherwise  specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen,  national or
resident  of the United  States,  a  corporation,  partnership  or other  entity
created or organized in or under the laws of the United  States or any political
subdivision  thereof,  or an estate or trust the  income of which is  subject to
United States federal income taxation regardless of its source.

          "YIELD TO  MATURITY"  means the yield to maturity,  calculated  by the
Company at the time of issuance of a series of Securities or, if applicable,  at
the most recent  determination  of interest on such series,  in accordance  with
accepted financial practice.

          (b) The  following  terms  shall have the  meanings  specified  in the
Sections referred to opposite such term below:


<TABLE>
<CAPTION>

TERM                                                            SECTION
- ----                                                            -------
<S>                                                             <C>
"Act"                                                           1.4(a)
"Bankruptcy Law"                                                5.1
"Component Currency"                                            3.11(h)
"Conversion Date"                                               3.11(d)
"Custodian"                                                     5.1
"Defaulted Interest"                                            3.7(b)
"defeasance"                                                    4.4
"Dollar Equivalent of the Foreign Currency"                     3.11(f)
"Dollar Equivalent of the Currency Unit"                        3.11(g)
"Election Date"                                                 3.11(h)
"Event of Default"                                              5.1
"Register"                                                      3.5
"Registrar"                                                     3.5
"Specified Amount"                                              3.11(h)
"Valuation Date"                                                3.11(c)

</TABLE>


          Section  1.2.   COMPLIANCE   CERTIFICATES   AND  OPINIONS.   Upon  any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officer's  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.


<PAGE>

          Every  certificate  or  opinion  with  respect  to  compliance  with a
condition or covenant  provided for in this  Indenture  (other than  pursuant to
Sections 2.3, 3.3 and 9.7) shall include:

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

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

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

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

          Section 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered by only one  document,  but one such  Person may  certify or give an
opinion  with  respect to some  matters and one or more other such Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

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

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

          Section 1.4. ACTS OF HOLDERS. (a) Any request, demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders  may be embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by agent  duly  appointed  in  writing.  Except  as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments


<PAGE>

are delivered to the Trustee and, where it is hereby expressly required,  to the
Company.  Such instrument or instruments  (and the action  embodied  therein and
evidenced  thereby) are herein sometimes referred to as the "Act" of the Holders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of this  Indenture  and  conclusive  in  favor of the  Trustee  and the
Company,  if made in the  manner  provided  in clause (b) of this  Section  1.4.
Whenever any action or Act is to be taken hereunder by the Holders of Securities
denominated  in different  currencies  or currency  units,  then for purposes of
determining  the  principal  amount  of  Securities  held by such  Holders,  the
aggregate  principal amount of the Securities  denominated in a foreign currency
or currency  unit shall be deemed to be the Dollar  equivalent  amounts  thereof
determined by the Company on the basis of the applicable  Market  Exchange Rates
in effect as of the date of the taking of such  action or Act by the  Holders of
the requisite  percentage  in principal  amount of the  Securities  (the "Action
Date"), except that if a Conversion Event has occurred with respect to a foreign
currency or currency unit and is continuing,  the Dollar  equivalent  amounts of
Securities  denominated  in such  foreign  currency  or  currency  unit shall be
determined on the basis of the Dollar  Equivalent of the Foreign Currency or the
Dollar  Equivalent  of the Currency Unit  (computed in accordance  with Sections
3.11(f) and (g), except that for purposes of computing the Dollar  Equivalent of
the Currency Unit,  references to the "Valuation  Date" shall be deemed to refer
to the date of the taking of such action or Act by the Holders of the  requisite
percentage in principal amount of the Securities).

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

          (c) The ownership of Bearer Securities may be proved by the production
of such Bearer  Securities  or by a certificate  executed by any trust  company,
bank, banker or other depositary,  wherever situated,  if such certificate shall
be deemed by the Trustee to be  satisfactory,  showing  that at the date therein
mentioned such Person had on deposit with such  depositary,  or exhibited to it,
the  Bearer  Securities  therein  described;  or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer  Securities,  if such
certificate  or  affidavit  is deemed by the  Trustee  to be  satisfactory.  The
Trustee and the Company may assume that such  ownership  of any bearer  Security
continues until (i) another such  certificate or affidavit  bearing a later date
issued in respect of the same  Bearer  Security  is  produced,  (ii) such Bearer
Security  is produced  to the  Trustee by some other  Person,  (iii) such Bearer
Security is  surrendered  in  exchange  for a  Registered  Security or (iv) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities may
also  be  proved  in  any  other  reasonable  manner  which  the  Trustee  deems
sufficient.


<PAGE>

          (d) The  ownership  of  Registered  Securities  shall be proved by the
Register or by a certificate of the Registrar.

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

          (f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option,  by or  pursuant to an  Officer's  Certificate  delivered  to the
Trustee,  fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization,  direction, notice, consent, waiver
or other  Act,  but the  Company  shall have no  obligation  to do so. If such a
record date is fixed, such request, demand,  authorization,  direction,  notice,
consent,  waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the  purposes  of  determining  whether  Holders of the
requisite  proportion of  Outstanding  Securities  have  authorized or agreed or
consented to such request, demand,  authorization,  direction,  notice, consent,
waiver or other Act, and for that purpose the  Outstanding  Securities  shall be
computed as of such record date; provided, that no such authorization, agreement
or consent by the Holders on such record date shall be deemed  effective  unless
it shall  become  effective  pursuant  to the  provisions  of clause (a) of this
Section 1.4 no later than six months after the record date.

          (g) At any  time  prior  to (but  not  after)  the  evidencing  to the
Trustee, as provided in clause (a) of this Section 1.4, of the taking of any Act
by  the  Holders  of  the  percentage  in  aggregate  principal  amount  of  the
Outstanding  Securities specified in this Indenture in connection with such Act,
any Holder of a Security,  the number,  letter or other distinguishing symbol of
which is shown by the evidence to be included in the  Securities  the Holders of
which have consented to such Act, may, by filing written notice with the Trustee
at the  Corporate  Trust  Office and upon proof of ownership as provided in this
Section 1.4, revoke such Holder's consent to such Act so far as it concerns such
Security.

          (h) The Trustee may in any instance require further proof with respect
to any of the matters referred to in this Section 1.4 so long as this request is
a reasonable one.

          Section  1.5.  NOTICES,  ETC.,  to Trustee and  Company.  Any request,
demand,  authorization,  direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with

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


<PAGE>

               (2)  the  Company  by the  Trustee  or by  any  Holder  shall  be
     sufficient for every purpose  hereunder  (unless otherwise herein expressly
     provided) if in writing and mailed,  first-class  postage  prepaid,  to the
     Company addressed to it at 2929 Allen Parkway,  Suite 2010, Houston,  Texas
     77019,  Attention:  Chief  Executive  Officer and General Counsel or at any
     other  address  furnished in writing to the Trustee by the Company prior to
     the mailing thereof.

          Section 1.6. NOTICE TO HOLDERS;  WAIVER. Where this Indenture provides
for notice to Holders of any event,  (i) if any of the  Securities  affected  by
such event are Registered  Securities,  such notice to the Holders thereof shall
be sufficiently  given (unless otherwise herein expressly  provided or otherwise
agreed to by a Holder) if in writing and mailed, first-class postage prepaid, to
each such Holder  affected  by such  event,  at his address as it appears in the
Register,  within the time  prescribed for the giving of such notice and (ii) if
any of the Securities  affected by such event are Bearer  Securities,  notice to
the Holders thereof shall be sufficiently  given (unless  otherwise herein or in
the terms of such Bearer Securities  expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1(5).

          In any case  where  notice to Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided herein. In any case where notice
is given to Holders by publication,  neither the failure to publish such notice,
nor any defect in any notice so published,  shall affect the sufficiency of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered  Securities  given as provided  herein.  Any
notice mailed to a Holder in the manner herein  prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

          If by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice as provided above,
then such  notification  as shall be made with the approval of the Trustee shall
constitute a  sufficient  notification  for every  purpose  hereunder.  If it is
impossible or, in the opinion of the Trustee,  impracticable  to give any notice
by  publication  in the manner herein  required,  then such  publication in lieu
thereof as shall be made with the  approval of the Trustee  shall  constitute  a
sufficient publication of such notice.

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

          Where this  Indenture  provides for notice in any manner,  such notice
may be waived in writing by the Person  entitled to receive such notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,  but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


<PAGE>

          Section 1.7.  HEADINGS AND TABLE OF CONTENTS.  The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

          Section 1.8.  SUCCESSORS AND ASSIGNS.  All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns,  whether so
expressed or not.

          Section 1.9. SEPARABILITY.  In case any provision of this Indenture or
the  Securities  shall be  invalid,  illegal  or  unenforceable,  the  validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

          Section 1.10.  BENEFITS OF INDENTURE.  Nothing in this Indenture or in
the Securities,  expressed or implied,  shall give to any Person, other than the
parties hereto, any Registrar,  any Paying Agent and their successors  hereunder
and the Holders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

          Section 1.11.  GOVERNING LAW. THIS  INDENTURE,  THE SECURITIES AND ANY
COUPONS  APPERTAINING  THERETO  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.  This  Indenture is subject to the Trust
Indenture Act and if any provision  hereof  limits,  qualifies or conflicts with
the duties  imposed  on any  Person by the  provision  of  Sections  310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          Section 1.12. LEGAL HOLIDAYS.  Unless otherwise  specified pursuant to
Section 3.1 or in any  Security,  in any case where any Interest  Payment  Date,
Redemption Date,  sinking fund payment date,  Stated Maturity or Maturity of any
Security   shall  not  be  a  Business  Day  at  any  Place  of  Payment,   then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision  shall apply in lieu of this Section)  payment of principal,
premium, if any, or interest,  if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding  Business Day at such Place
of Payment with the same force and effect as if made on such date; provided that
no interest  shall accrue on the amount so payable for the period from and after
such Interest Payment Date,  Redemption Date,  sinking fund payment date, Stated
Maturity or Maturity,  as the case may be, to such  Business Day if such payment
is made or duly provided for on such Business Day.

          Section 1.13. TRUSTEE TO ESTABLISH RECORD DATES. The Trustee shall fix
a record date for the purpose of determining the Holders  entitled to make, give
or take any request, demand,  authorization,  direction, notice, consent, waiver
or  other  action  provided  in this  Indenture  to be  made,  given or taken by
Holders.  If such a record  date is fixed,  the  Holders on such record date and
only such Holders, shall be entitled to make, give or take such request, demand,
authorization,  direction,  notice,  consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.


<PAGE>

          Section 1.14. NO SECURITY INTEREST CREATED.  Nothing in this Indenture
or in the Securities or coupons, if any, express or implied,  shall be construed
to constitute a security  interest under the Uniform  Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

          Section 1.15. LIABILITY SOLELY CORPORATE. No recourse shall be had for
the payment of the  principal  of (or  premium,  if any) or the  interest on any
Securities  or coupons,  if any,  or any part  thereof,  or of the  indebtedness
represented  thereby,  or upon any  obligation,  covenant or  agreement  of this
Indenture,  against any  incorporator,  or against any  stockholder,  officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder,  officer or director of any predecessor or successor  corporation),
either  directly or through the Company (or any such  predecessor  or  successor
corporation),  whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and coupons, if
any, are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator,  stockholder, officer
or  director,  past,  present or future,  of the Company  (or any  incorporator,
stockholder,   officer  or  director  of  any  such   predecessor  or  successor
corporation),  either  directly  or  indirectly  through the Company or any such
predecessor  or  successor  corporation,  because  of  the  indebtedness  hereby
authorized or under or by reason of any of the obligations,  covenants, promises
or  agreements  contained  in  this  Indenture  or in any of the  Securities  or
coupons,  if any,  or to be implied  herefrom  or  therefrom;  and that any such
personal  liability is hereby  expressly  waived and released as a condition of,
and as part of the  consideration  for, the execution of this  Indenture and the
issue of Securities; provided, however, that nothing herein or in the Securities
or  coupons,  if any,  contained  shall be taken to prevent  recourse to and the
enforcement  of the  liability,  if any, of any  stockholder  or  subscriber  to
capital stock upon or in respect of the shares of capital stock not fully paid.


                                    ARTICLE 2

                                 SECURITY FORMS

          Section 2.1.  FORMS  GENERALLY.  The Securities of each series and the
coupons,  if any, to be attached  thereto  shall be in  substantially  such form
(including  global  form) as shall be  established  by or pursuant to  authority
granted in a Board Resolution or in one or more indentures  supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing such  Securities and coupons,  if any, as evidenced by their
execution of the Securities and coupons, if any. If temporary  Securities of any
series are issued as  permitted  by Section  3.4, the form thereof also shall be
established  as provided in the preceding  sentence.  If the forms of Securities
and  coupons,  if any, of any series are  established  by or pursuant to a Board
Resolution,  such Board Resolution (and, if applicable, an Officer's Certificate


<PAGE>

certifying  the  action  taken  pursuant  to such  Board  Resolution)  shall  be
delivered  to the  Trustee  at or prior to the  delivery  of the  Company  Order
contemplated  by  Section  3.3  for  the  authentication  and  delivery  of such
Securities.

          Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities shall have interest coupons attached.

          The  definitive  Securities  and  coupons,  if any,  shall be printed,
lithographed  or engraved or produced by any combination of these methods 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.

          Section 2.2.  FORM OF TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.  The
Trustee's  certificate of authentication shall be in substantially the following
form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This  is  one  of  the   Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:                                           BANK ONE, N.A., as Trustee

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

          Section 2.3.  SECURITIES  IN GLOBAL FORM. If Securities of or within a
series are issuable in whole or in part in temporary or definitive  global form,
as specified as contemplated by Section 3.1, then, notwithstanding clause (8) of
Section  3.1(b) and the  provisions  of Section  3.2,  any such  Security  shall
represent  such  of the  Outstanding  Securities  of such  series  as  shall  be
specified  therein and may provide that it shall represent the aggregate  amount
of  Outstanding  Securities  from  time to time  endorsed  thereon  and that the
aggregate amount of Outstanding  Securities represented thereby may from time to
time be reduced to reflect  exchanges.  Any  endorsement of a Security in global
form to reflect the  amount,  or any  increase  or  decrease  in the amount,  or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made by the Trustee in such manner and upon instructions  given by such
Person or Persons as shall be  specified  therein or in the Company  Order to be
delivered  to the  Trustee  pursuant  to  Section  3.3 or  3.4.  Subject  to the
provisions  of Section 3.3 and, if  applicable,  Section 3.4, the Trustee  shall
deliver  and  redeliver  any  Security  in global  form in the  manner  and upon
instructions  given  by  the  Person  or  Persons  specified  therein  or in the
applicable  Company  Order.  Any  instructions  by the Company  with  respect to
endorsement  or delivery or  redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be  accompanied
by an Opinion of Counsel.

          The provisions of the last paragraph of Section 3.3 shall apply to any
Security  in  global  form if such  Security  was never  issued  and sold by the
Company  and the Company  delivers  to the  Trustee the  Security in global form
together with written  instructions  (which need not comply with Section 1.2 and


<PAGE>

need not be  accompanied  by an Opinion of Counsel) with regard to the reduction
in the principal  amount of Securities  represented  thereby,  together with the
written statement contemplated by the last paragraph of Section 3.3.

          Notwithstanding  the  provisions  of  Sections  2.1  and  3.7,  unless
otherwise  specified as  contemplated  by Section 3.1,  payment of principal of,
premium, if any, and interest, if any, on any Security in definitive global form
shall be made to the Person or Persons specified therein.


                                    ARTICLE 3

                                 THE SECURITIES

          Section 3.1. AMOUNT UNLIMITED;  ISSUABLE IN SERIES.  (a) The aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this  Indenture is unlimited.  The Securities may be issued from time to time in
one or more series.

          (b) The following matters shall be established and (subject to Section
3.3) set forth,  or determined in the manner  provided,  in a Board  Resolution,
and,  in the case of  matters  established  or  determined  pursuant  to a Board
Resolution,  set forth in an Officer's  Certificate  certifying the action taken
pursuant  to  such  Board  Resolution,  or one or more  indentures  supplemental
hereto:

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

               (2)  any  limit  upon  the  aggregate  principal  amount  of  the
     Securities of the series which may be  authenticated  and  delivered  under
     this   Indenture   (which  limit  shall  not  pertain  to  (i)   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 3.4, 3.5, 3.6, 8.6 or 10.7 and (ii) any Securities which,  pursuant
     to the last  paragraph  of  Section  3.3,  are  deemed  never to have  been
     authenticated and delivered hereunder);

               (3) the  date or  dates on which  or  periods  during  which  the
     Securities  of the  series  may be  issued,  and the date or dates  (or the
     method of determination thereof) on which the principal of (and premium, if
     any, on) the Securities of such series are or may be payable (which,  if so
     provided  in  such  Board  Resolution  or  supplemental  indenture,  may be
     determined by the Company from time to time and set forth in the Securities
     of the series issued from time to time);

               (4) the rate or rates at which the Securities of the series shall
     bear interest,  if any, or the method of calculating  such rate or rates of
     interest,  the date or dates from which such interest  shall accrue (which,
     if so provided in such Board Resolution or supplemental  indenture,  may be
     determined by the Company from time to time and set forth in the Securities
     of the series issued from time to time) or the method by which such date or
     dates shall be  determined,  the Interest  Payment  Dates on which any such
     interest  shall be payable (or the method of  determination  thereof)  and,


<PAGE>

     with respect to Registered Securities, the Regular Record Date, if any, for
     the interest  payable on any  Registered  Security on any Interest  Payment
     Date;

               (5) the place or  places  where,  subject  to the  provisions  of
     Section 9.2, the principal of,  premium,  if any, and interest,  if any, on
     Securities  of the series  shall be  payable;  the extent to which,  or the
     manner in which,  any interest payable on any Security in global form on an
     Interest Payment Date will be paid, if other than in the manner provided in
     Section 3.7; and the manner in which any principal of, or premium,  if any,
     on, any  Security in global  form will be paid,  if other than as set forth
     elsewhere herein;

               (6) the period or periods  within which,  or the date or dates on
     which, the price or prices at which, the currency or currencies  (including
     currency  units) in which,  and the other terms and conditions  upon which,
     Securities  of the  series  may be  redeemed,  in whole or in part,  at the
     option of the Company and, if other than as provided in Section  10.3,  the
     manner in which the particular  Securities of such series (if less than all
     Securities  of such  series  are to be  redeemed)  are to be  selected  for
     redemption;

               (7)  the  obligation,  if  any,  of  the  Company  to  redeem  or
     repurchase  Securities  of the  series  pursuant  to any  sinking  fund  or
     analogous  provisions or upon the happening of a specified  event or at the
     option of a Holder  thereof  and the period or periods  within  which,  the
     price or prices at which,  and the other terms and  conditions  upon which,
     Securities of the series shall be redeemed or  repurchased,  in whole or in
     part, pursuant to such obligation;

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

               (9) if other than Dollars, the currency or currencies  (including
     currency units) in which the principal of,  premium,  if any, and interest,
     if any, on the  Securities of the series shall be payable,  or in which the
     Securities of the series shall be  denominated,  the particular  provisions
     applicable  thereto in  accordance  with, in addition to, or in lieu of the
     provisions of Section 3.11, and whether the Securities of the series may be
     satisfied and discharged other than as provided in Article 4;

               (10) if the  payments  of  principal  of,  premium,  if  any,  or
     interest,  if any, on the  Securities  of the series are to be made, at the
     election of the Company or a Holder, in a currency or currencies (including
     currency units) other than that in which such Securities are denominated or
     designated to be payable,  the currency or currencies  (including  currency
     units) in which such payments are to be made,  the terms and  conditions of
     such  payments  and the manner in which the  exchange  rate with respect to
     such payments shall be determined,  the  particular  provisions  applicable
     thereto in accordance with, in addition to, or in lieu of the provisions of
     Section 3.11, and whether the Securities of the series may be satisfied and
     discharged other than as provided in Article 4;


<PAGE>

               (11) if the amount of payments of principal of, premium,  if any,
     and interest,  if any, on the  Securities of the series shall be determined
     with reference to an index,  formula or other method (which index,  formula
     or method may be based,  without  limitation,  on a currency or  currencies
     (including  currency  units) other than that in which the Securities of the
     series are denominated or designated to be payable),  the index, formula or
     other method by which such amounts shall be determined;

               (12) if other than the principal  amount thereof,  the portion of
     the  principal  amount of such  Securities  of the  series  which  shall be
     payable upon  declaration of acceleration of the Maturity  thereof pursuant
     to Section 5.2 or the method by which such portion shall be determined;

               (13) if other than as provided in Section 3.7, the Person to whom
     any interest on any Registered Security of the series shall be payable, the
     manner  in  which,  or the  Person  to whom,  any  interest  on any  Bearer
     Securities of the series shall be payable,  and the extent to which, or the
     manner in which  (including any  certification  requirement and other terms
     and  conditions  under  which),  any  interest  payable on a  temporary  or
     definitive  global  Security  on an Interest  Payment  Date will be paid if
     other than in the  manner  provided  in Section  2.3 and  Section  3.4,  as
     applicable;

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

               (15) any  deletions  from,  modifications  of or additions to the
     Events of Default set forth in Section 5.1 or  covenants of the Company set
     forth in Article 9 pertaining to the Securities of the series;

               (16) the circumstances,  if any, under which the Company will pay
     additional amounts on the Securities of that series held by a Person who is
     not a U.S.  Person in  respect  of taxes or  similar  charges  withheld  or
     deducted  and, if so,  whether  the Company  will have the option to redeem
     such Securities  rather than pay such additional  amounts (and the terms of
     any such option);

               (17)  whether  Securities  of the  series  shall be  issuable  as
     Registered  Securities  or  Bearer  Securities  (with or  without  interest
     coupons), or both, and any restrictions applicable to the offering, sale or
     delivery  of Bearer  Securities  and,  if other than as provided in Section
     3.5,  the terms upon which Bearer  Securities  of a series may be exchanged
     for Registered Securities of the same series and vice versa;

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

               (19) the  applicability,  if any, to the  Securities of or within
     the series of Sections  4.4 and 4.5, or such other means of  defeasance  or
     covenant  defeasance as may be specified for the Securities and coupons, if


<PAGE>

     any, of such series,  and whether,  for the purpose of such  defeasance  or
     covenant  defeasance,  the  term  "Government  Obligations"  shall  include
     obligations  referred  to in the  definition  of such  term  which  are not
     obligations  of the United  States or an agency or  instrumentality  of the
     United States;

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

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

               (22) whether Securities of the series shall be issued in whole or
     in part in temporary or definitive  global form and, if so, (i) the initial
     Depositary  for such global  Securities  (which  Depositary  shall have the
     qualifications set forth in Section 3.3) and (ii) if other than as provided
     in Section 3.4 or 3.5, as applicable,  whether and the circumstances  under
     which  beneficial  owners of interests in any  Securities  of the series in
     temporary  or  definitive  global  form may  exchange  such  interests  for
     Securities  of such  series  and of like tenor of any  authorized  form and
     denomination;

               (23) if Bearer  Securities  of the series  are to be issued,  (x)
     whether  interest  in respect of any  portion of a  temporary  Security  in
     global form  (representing all of the Outstanding  Bearer Securities of the
     series)  payable  in  respect  of any  Interest  Payment  Date prior to the
     exchange of such temporary Security for definitive Securities of the series
     shall be paid to any clearing  organization  with respect to the portion of
     such temporary  Security held for its account and, in such event, the terms
     and conditions  (including any certification  requirements)  upon which any
     such interest payment received by a clearing  organization will be credited
     to the Persons  entitled to interest payable on such Interest Payment Date,
     and (y) the terms upon which interests in such temporary Security in global
     form may be exchanged for interests in a definitive Security in global form
     or for  definitive  Securities  of the  series  and the  terms  upon  which
     interests in a definitive Security in global form, if any, may be exchanged
     for definitive Securities of the series; and

               (24) any other  terms of the  series  (which  terms  shall not be
     inconsistent  with the provisions of this  Indenture),  including any terms
     which  may  be  required  by or  advisable  under  United  States  laws  or
     regulations or advisable in connection  with the marketing of Securities of
     the series.

          (c) All Securities of any one series and coupons, if any, appertaining
to any Bearer Securities of such series shall be substantially  identical except
as to  denomination,  the terms of redemption  and the rate or rates of interest
(or method of determining  the rate of interest),  if any, and Stated  Maturity,
the date from which  interest,  if any, shall accrue and except as may otherwise
be  provided,  or  determined  pursuant  to the  authority  granted,  in a Board
Resolution pursuant to this Section 3.1 or in an indenture  supplemental hereto.
All Securities of any one series need not be issued at the same time and, unless
otherwise  provided,  a series  may be  reopened,  without  the  consent  of the
Holders,  for  issuances  of  additional  Securities  of such  series or for the
establishment of additional terms with respect to the Securities of such series.


<PAGE>

          (d)  If any  of  the  terms  of  the  Securities  of  any  series  are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution  shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate of the Company, setting forth, or providing the manner for
determining,  the terms of the  Securities  of such series,  and an  appropriate
record of any action taken pursuant  thereto in connection  with the issuance of
any  Securities  of such series shall be  delivered to the Trustee  prior to the
authentication  and delivery  thereof.  With respect to  Securities  of a series
subject  to  a  Periodic   Offering,   such  Board   Resolutions  and  Officer's
Certificates may provide general terms for Securities of such series and provide
either that the specific terms of particular  Securities of such series shall be
specified  in a Company  Order,  or that such terms shall be  determined  by the
Company, or one or more of its agents,  designated in its Officer's  Certificate
or Board  Resolution,  in accordance  with the Company Order, as contemplated by
the first proviso of the third paragraph of Section 3.3.

          Section 3.2. DENOMINATIONS.  Unless otherwise provided as contemplated
by Section  3.1,  any  Registered  Securities  of a series  shall be issuable in
denominations  of  $1,000  and any  integral  multiple  thereof  and any  Bearer
Securities of a series shall be issuable in denominations of $5,000.

          Section   3.3.   EXECUTION,   AUTHENTICATION,   DELIVERY  AND  DATING.
Securities  shall be executed  on behalf of the  Company by its  Chairman of the
Board or  President  and attested to by its  Secretary  or one of its  Assistant
Secretaries.  The  Company's  seal  shall be  affixed  to the  Securities,  or a
facsimile of such seal shall be engraved,  printed,  or otherwise  reproduced on
the Securities.  The signatures of such officers on the Securities may be manual
or facsimile. The coupons, if any, of Bearer Securities shall bear the facsimile
signature of the Chairman of the Board or President and shall be attested by the
Secretary of the Company.

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

          At any time and from time to time, the Company may deliver Securities,
together with any coupons  appertaining  thereto,  of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however,  that in the case of  Securities  offered in a Periodic  Offering,  the
Trustee  shall  authenticate  and deliver such  Securities  from time to time in
accordance  with such  other  procedures  (including,  without  limitation,  the
receipt by the Trustee of oral or  electronic  instructions  from the Company or
its duly authorized  agents,  promptly  confirmed in writing)  acceptable to the
Trustee as may be specified by or pursuant to a Company  Order  delivered to the
Trustee  prior to the time of the first  authentication  of  Securities  of such
series;  provided,  further,  that,  in  connection  with  its sale  during  the
"restricted period" (as defined in Section  1.163-5(c)(2)(i)(D)(7) of the United
States  Treasury  Regulations),  no Bearer Security shall be mailed or otherwise
delivered  to any  location  in the  United  States.  If any  Security  shall be
represented by a definitive  Security in global form, then, for purposes of this


<PAGE>

Section and Section 3.4, the notation of a beneficial  owner's  interest therein
upon  original  issuance  of such  Security  or upon  exchange of a portion of a
temporary  Security in global form shall be deemed to be delivery in  connection
with  the  original  issuance  of  such  beneficial  owner's  interest  in  such
definitive  Security in global form.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
coupons, if any, for interest then matured have been detached and cancelled.

          If the  form  or  terms  of  the  Securities  of a  series  have  been
established  by or  pursuant  to one or  more  Board  Resolutions  or  Officer's
Certificates  as  permitted  by  Sections  2.1 and 3.1, in  authenticating  such
Securities and accepting the additional responsibilities under this Indenture in
relation  to such  Securities,  the Trustee  shall be  entitled to receive,  and
(subject  to Section  315(a)  through (d) of the Trust  Indenture  Act) shall be
fully protected in relying upon, an Opinion of Counsel stating,

               (1) all  instruments  furnished  by the Company to the Trustee in
     connection  with the  authentication  and delivery of such  Securities  and
     coupons  conform  to the  requirements  of this  Indenture  and  constitute
     sufficient  authority hereunder for the Trustee to authenticate and deliver
     such Securities and coupons;

               (2) that the forms and terms of such  Securities  and any coupons
     have been established in conformity with the provisions of this Indenture;

               (3) the  execution  and delivery of such  Securities  and coupons
     have been duly authorized by all necessary  corporate action of the Company
     and such Securities and coupons have been duly executed by the Company, and
     that such Securities together with any coupons appertaining  thereto,  when
     authenticated and delivered by the Trustee and issued by the Company in the
     manner and subject to any conditions  specified in such Opinion of Counsel,
     will  constitute  valid and legally  binding  obligations  of the  Company,
     enforceable  in  accordance   with  their  terms,   subject  to  applicable
     bankruptcy,   insolvency  and  similar  laws  affecting  creditors'  rights
     generally  and subject,  as to  enforceability,  to general  principles  of
     equity  (regardless  of whether  enforcement  is sought in a proceeding  in
     equity or at law) and subject to other customary exceptions;

               (4) in the event that the forms or terms of such  Securities  and
     coupons have been  established in a supplemental  indenture,  the execution
     and delivery of such supplemental indenture has been duly authorized by all
     necessary corporate action of the Company, such supplemental  indenture has
     been  duly  executed  and  delivered  by  the  Company  and,  assuming  due
     authorization,  execution  and  delivery  by the  Trustee,  is a valid  and
     binding obligation  enforceable  against the Company in accordance with its
     terms,  subject to  applicable  bankruptcy,  insolvency  and  similar  laws
     affecting creditors' rights generally and subject, as to enforceability, to
     general principles of equity  (regardless of whether  enforcement is sought
     in a  proceeding  in  equity  or at law) and  subject  to  other  customary
     exceptions; and


<PAGE>

               (5) the amount of Securities Outstanding of such series, together
     with the amount of such Securities,  does not exceed any limit  established
     under the terms of this  Indenture  on the  amount  of  Securities  of such
     series that may be authenticated and delivered;

provided,  however,  that,  with respect to Securities of a series  subject to a
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel  only  once at or  prior  to the  time of the  first  authentication  of
Securities of such series and that the Opinion of Counsel above may state:

               (x) that the forms of such Securities have been, and the terms of
     such Securities (when  established by or in accordance with such procedures
     as  may  be  specified  from  time  to  time  in a  Company  Order,  all as
     contemplated by and in accordance  with a Board  Resolution or an Officer's
     Certificate  pursuant  to Section  3.1, as the case may be) will have been,
     established in conformity with the provisions of this Indenture; and

               (y) that such  Securities,  together  with the  coupons,  if any,
     appertaining  thereto,  when (1)  executed by the Company,  (2)  completed,
     authenticated  and  delivered  by  the  Trustee  in  accordance  with  this
     Indenture,  and (3) issued by the  Company in the manner and subject to any
     conditions specified in such Opinion of Counsel,  will constitute valid and
     legally binding obligations of the Company,  enforceable in accordance with
     their terms, subject to applicable bankruptcy,  insolvency and similar laws
     affecting creditors' rights generally and subject, as to enforceability, to
     general principles of equity  (regardless of whether  enforcement is sought
     in a  proceeding  in  equity  or at law) and  subject  to  other  customary
     exceptions.

          With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such  Securities,  the form and terms  thereof  and the  legality,  validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents  delivered  pursuant  to  Sections  2.1 and 3.1 and this  Section,  as
applicable, at or prior to the time of the first authentication of Securities of
such series  unless and until it has  received  written  notification  that such
opinion or other documents have been  superseded or revoked.  In connection with
the  authentication and delivery of Securities of a series subject to a Periodic
Offering,   the  Trustee   shall  be  entitled  to  assume  that  the  Company's
instructions  to  authenticate  and deliver such  Securities  do not violate any
rules,  regulations or orders of any  governmental  agency or commission  having
jurisdiction over the Company.

          If the  form  or  terms  of  the  Securities  of a  series  have  been
established by or pursuant to one or more Officer's Certificates as permitted by
Sections  2.1  and  3.1,  the  Trustee  shall  have  the  right  to  decline  to
authenticate  such Securities if the issue of such  Securities  pursuant to this
Indenture will adversely  affect the Trustee's own rights,  duties or immunities
under this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.  Notwithstanding  the generality of the  foregoing,  the Trustee


<PAGE>

will  not be  required  to  authenticate  Securities  denominated  in a  Foreign
Currency if the Trustee  reasonably  believes that it would be unable to perform
its duties with respect to such Securities.

          Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs,  if all of the  Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officer's  Certificate  otherwise
required  pursuant to Section 3.1 at or prior to the time of the  authentication
of each Security of such series if such Officer's Certificate is delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

          If the  Company  shall  establish  pursuant  to  Section  3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series,  authenticate and deliver one
or more  Securities  in  global  form  that (i)  shall  represent  and  shall be
denominated  in an  amount  equal  to  the  aggregate  principal  amount  of the
Outstanding  Securities  of such series to be  represented  by such  Security or
Securities in global form, (ii) shall be registered,  if a Registered  Security,
in the name of the  Depositary for such Security or Securities in global form or
the nominee of such  Depositary  and (iii) shall be  delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

          Each  Depositary  designated  pursuant to Section 3.1 for a Registered
Security in global form must, at the time of designation  and at all times while
it serves as Depositary,  be a clearing agency  registered  under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. The Trustee
shall have no  responsibility  to determine if the  Depositary is so registered.
Each  Depositary  shall enter into an agreement  with the Trustee  governing the
respective  duties and rights of such  Depositary and the Trustee with regard to
Securities issued in global form.

          Each Registered Security shall be dated the date of its authentication
and each Bearer Security (including a Bearer Security represented by a temporary
global  Security)  shall be dated as of the date  specified as  contemplated  by
Section 3.1.

          No Security or coupon  appertaining  thereto  shall be entitled to any
benefits  under this  Indenture or be valid or obligatory  for any purpose until
such Security is  authenticated by the manual signature of one of the authorized
signatories of the Trustee or an  Authenticating  Agent. Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly  authenticated  and delivered under this Indenture and is entitled
to the  benefits of this  Indenture.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant  coupons for  interest,  if any, then matured have been detached and
cancelled.

          Notwithstanding  the  foregoing,  if  any  Security  shall  have  been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied  by an Opinion of Counsel)  stating
that such  Security  has never  been  issued  and sold by the  Company,  for all


<PAGE>

purposes of this  Indenture  such  Security  shall be deemed  never to have been
authenticated and delivered  hereunder and shall not be entitled to the benefits
of this Indenture.

          Section  3.4.  TEMPORARY   SECURITIES.   Pending  the  preparation  of
definitive  Securities of any series,  the Company may execute and, upon Company
Order, the Trustee shall  authenticate and deliver temporary  Securities of such
series which are printed, lithographed,  typewritten,  mimeographed or otherwise
produced, in any authorized  denomination,  substantially of the tenor and form,
with or without coupons, of the definitive  Securities in lieu of which they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations  as  the  officers  executing  such  Securities  may  determine,   as
conclusively  evidenced by their  execution of such  Securities and coupons,  if
any. In the case of Securities of any series,  such temporary  Securities may be
in a global form.

          Except in the case of temporary  Securities  in global  form,  each of
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities  of  any  series  are  issued,  the  Company  will  cause  definitive
Securities  of such  series to be prepared  without  unreasonable  delay.  After
preparation of such definitive  Securities,  the temporary  Securities  shall be
exchangeable for such definitive  Securities of like tenor upon surrender of the
temporary  Securities  of such  series at the  office  or agency of the  Company
maintained  pursuant  to  Section  9.2 in a Place of  Payment  for such  series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary  Securities  of  any  series  (accompanied  by any  unmatured  coupons
appertaining   thereto),  the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive Securities of the same series of authorized denominations and of like
tenor; provided,  however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security;  and provided,  further that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security  unless the Trustee  shall have  received  from the Person  entitled to
receive the definitive  Bearer Security a certificate  substantially in the form
approved in the Board Resolution or Officer's  Certificate  relating thereto and
such deliver shall occur only outside the United States. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive  Securities of such series except as
otherwise specified as contemplated by Section 3.1.

          Section 3.5. REGISTRATION,  REGISTRATION OF TRANSFER AND EXCHANGE. (a)
The Company shall cause to be kept at the Corporate  Trust Office of the Trustee
or in any office or agency to be maintained  by the Company in  accordance  with
Section 9.2 in a Place of Payment a register (the "Register") in which,  subject
to such  reasonable  regulations as it may prescribe,  the Company shall provide
for the registration of Registered  Securities and the registration of transfers
of  Registered  Securities.  The Register  shall be in written form or any other
form capable of being converted into written form within a reasonable  time. The
Trustee  is  hereby  appointed   "Registrar"  for  the  purpose  of  registering
Registered Securities and transfers of Registered Securities as herein provided.

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency  maintained  pursuant  to Section 9.2 in a


<PAGE>

Place of Payment for that series,  the Company  shall  execute,  and the Trustee
shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or more new Registered  Securities of the same series,  of any
authorized  denominations,  of a like aggregate  principal  amount and tenor and
with like terms and conditions.

          Bearer  Securities  or  any  coupons  appertaining  thereto  shall  be
transferable by delivery.

          At the  option of the  Holder,  Registered  Securities  of any  series
(except a  Registered  Security  in  global  form)  may be  exchanged  for other
Registered Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount  containing  identical terms and provisions,
upon  surrender of the  Registered  Securities to be exchanged at such office or
agency.  Whenever any Registered Securities are so surrendered for exchange, the
Company shall  execute,  and the Trustee  shall  authenticate  and deliver,  the
Registered  Securities  which the Holder  making the  exchange  is  entitled  to
receive.  Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities may not be issued in exchange for Registered Securities.

          (b) Unless otherwise  specified as contemplated by Section 3.1, to the
extent  permitted by law, at the option of the Holder,  Bearer  Securities  of a
series may be exchanged for  Registered  Securities  (if the  Securities of such
series  are  issuable  in  registered  form) or  Bearer  Securities  (if  Bearer
Securities  of such series are issuable in more than one  denomination  and such
changes are  permitted  by such series) of the same  series,  of any  authorized
denominations and of like tenor and aggregate  principal amount,  upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default thereto  appertaining.  If
the Holder of a Bearer  Security is unable to produce any such unmatured  coupon
or coupons  or  matured  coupon or coupons  in  default,  such  exchange  may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the  Company  and the  Trustee in an amount  equal to the face amount of such
missing  coupon or coupons,  or the surrender of such missing  coupon or coupons
may be waived by the Company and the Trustee if there be  furnished to them such
security  or  indemnity  as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying  Agent any such missing  coupon in respect of which such a payment  shall
have been made,  such  Holder  shall be  entitled  to receive the amount of such
payment;  provided,  however, that, except as otherwise provided in Section 9.2,
interest  represented  by coupons  shall be payable only upon  presentation  and
surrender  of those  coupons at an office or agency  located  outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is  surrendered  at any such  office  or  agency in  exchange  for a  Registered
Security of the same series after the close of business at such office or agency
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related  date
for payment of Defaulted  Interest,  such Bearer  Security  shall be surrendered
without the coupon  relating to such  Interest  Payment Date or proposed date of
payment,  as the case may be (or,  if such  coupon is so  surrendered  with such
Bearer Security, such coupon shall be returned to the Person so surrendering the
Bearer Security),  and interest or Defaulted Interest,  as the case may be, will


<PAGE>

not be payable on such Interest  Payment Date or proposed  date for payment,  as
the case may be, in respect of the  Registered  Security  issued in exchange for
such Bearer  Security,  but will be payable  only to the Holder of such  coupon,
when due in accordance with the provisions of this Indenture.  The Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Security
or Securities which the Holder making the exchange is entitled to receive.

          Notwithstanding  the foregoing,  the exchange of Bearer Securities for
Registered  Securities will be subject to the provisions of United States income
tax laws and regulations  applicable to Securities in effect at the time of such
exchange.

          (c) Except as otherwise specified pursuant to Section 3.1, in no event
may Registered Securities,  including Registered Securities received in exchange
for Bearer Securities, be exchanged for Bearer Securities.

          (d) If the Company  shall  establish  pursuant to Section 3.1 that the
Registered  Securities  of a series  are to be issued in whole or in part in the
form of one or more  Securities  in global form,  then the Company shall execute
and the Trustee shall, in accordance with Section 3.3 and the Company Order with
respect to such  series,  authenticate  and  deliver one or more  Securities  in
global form in temporary or definitive  form that (i) shall  represent and shall
be  denominated  in an amount  equal to the  aggregate  principal  amount of the
Outstanding  Securities  of  such  series  to be  represented  by  one  or  more
Securities  in  global  form,  (ii)  shall  be  registered  in the  name  of the
Depositary for such Security or Securities in global form or the nominee of such
Depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be  transferred  except as a whole by the Depositary to a
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, unless and until
this  Security is exchanged  in whole or in part for  Securities  in  definitive
form."

          Notwithstanding  any other  provision  (other than the  provisions set
forth in the seventh and eighth  paragraphs  of this  Section) of this  Section,
unless  and  until  it is  exchanged  in  whole  or in part  for  Securities  in
certificated  form, a Security in global form  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 the Securities of a series  notifies
the Company  that it is unwilling  or unable to continue as  Depositary  for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible  under  Section  3.3, the Company  shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the issuer receives such notice or becomes aware of
such  ineligibility,  the  Company's  election  pursuant to Section 3.1 shall no


<PAGE>

longer be  effective  with  respect  to the  Securities  of such  series and the
Company shall execute, and the Trustee,  upon receipt of a Company Order for the
authentication  and delivery of  certificated  Securities of such series of like
tenor, shall authenticate and deliver Securities of such series of like tenor in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

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

          If specified by the Company  pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in  exchange  in whole or in part for  Securities  of
such series in certificated  form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

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

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

          Upon the  exchange  of a Security  in global  form for  Securities  in
certificated  form,  such  Security  in global  form shall be  cancelled  by the
Trustee.  Unless expressly provided with respect to the Securities of any series
that such  Security  may be  exchanged  for  Bearer  Securities,  Securities  in
certificated  form issued in exchange for a Security in global form  pursuant to
this  Section  shall  be  registered  in  such  names  and  in  such  authorized
denominations  as the Depositary  for such Security in global form,  pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Trustee.  The Trustee shall deliver such  Securities to the Persons
in whose names such Securities are so registered.

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


<PAGE>

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

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

          No service  charge shall be made for any  registration  of transfer or
for any  exchange of  Securities,  but the Company may require  payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

          The Company shall not be required (i) to issue,  register the transfer
of, or exchange any Securities of any  particular  series and tenor for a period
beginning at the opening of business 15 days before any selection for redemption
of  Securities  of such  series  and of like  tenor  and  ending at the close of
business on the earliest  date on which the  relevant  notice of  redemption  is
deemed to have been given to all Holders of Securities of like tenor and of such
series  to be  redeemed;  (ii) to  register  the  transfer  of or  exchange  any
Registered Security so selected for redemption,  in whole or in part, except the
unredeemed  portion of any Security being redeemed in part; or (iii) to exchange
any Bearer  Security  so  selected  for  redemption,  except  that such a Bearer
Security  may be  exchanged  for a  Registered  Security of that series and like
tenor;   provided  that  such  Registered   Security  shall  be   simultaneously
surrendered for redemption.

          Section  3.6.  REPLACEMENT  SECURITIES.  If a mutilated  Security or a
Security  with a  mutilated  coupon  appertaining  to it is  surrendered  to the
Trustee,  together  with, in proper cases,  such security or indemnity as may be
required  by the  Company  or the  Trustee  to save each of them  harmless,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a replacement  Registered Security, if such surrendered Bearer Security
was a  Registered  Security,  or a  replacement  Bearer  Security  with  coupons
corresponding to the coupons appertaining to the surrendered  Security,  if such
surrendered Security was a Bearer Security, of the same series, principal amount
and Stated  Maturity,  containing  identical  terms and provisions and bearing a
number not contemporaneously Outstanding if the Trustee's requirements are met.

          If  there  shall be  delivered  to the  Company  and the  Trustee  (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Security with a destroyed,  lost or stolen coupon,  and (ii) such security or
indemnity  as may be  required  by them to save  each of them  and any  agent of
either of them  harmless,  then in the  absence of notice to the  Company or the
Trustee that such Security or coupon has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver in lieu


<PAGE>

of any such  destroyed,  lost or stolen Security or in exchange for the Security
to which a destroyed,  lost or stolen coupon  appertains  (with all  appurtenant
coupons not destroyed,  lost or stolen),  a replacement  Registered  Security if
such Holder's claim appertains to a Registered Security, or a replacement Bearer
Security  with  coupons   corresponding  to  the  coupons  appertaining  to  the
destroyed,  lost or stolen Bearer  Security or the Bearer Security to which such
lost,  destroyed or stolen coupon appertains,  if such Holder's claim appertains
to a Bearer Security, of the same series,  principal amount and Stated Maturity,
containing   identical   terms  and   provisions   and   bearing  a  number  not
contemporaneously Outstanding, if the Trustee's requirements are met.

          In case any such  mutilated,  destroyed,  lost or stolen  Security  or
coupon  has  become or is about to become due and  payable,  the  Company in its
discretion may,  instead of issuing a new Security or coupon,  pay such Security
or coupon;  provided,  however,  that payment of principal of and any premium or
interest on Bearer  Securities  shall,  except as otherwise  provided in Section
9.2, be payable only at an office or agency  located  outside the United  States
and, unless otherwise  specified as contemplated by Section 3.1, any interest on
Bearer  Securities shall be payable only upon  presentation and surrender of the
coupons appertaining thereto.

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

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

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

          Section  3.7.  PAYMENT OF INTEREST;  INTEREST  RIGHTS  PRESERVED.  (a)
Unless otherwise provided as contemplated by Section 3.1,  interest,  if any, on
any  Registered  Security  which  is  payable,  and is  punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular  Record Date for such interest at the office or
agency maintained for such purpose pursuant to Section 9.2;  provided,  however,
that,  at the  option of the  Company,  interest  on any  series  of  Registered
Securities  that bear interest may be paid (i) by check mailed to the address of
the Person  entitled  thereto as it shall  appear on the  Register of Holders of
Securities  of such series or (ii) to the extent  specified as  contemplated  by
Section 3.1, by wire transfer to an account  maintained  by the Person  entitled
thereto as specified in the Register of Holders of Securities of such series.


<PAGE>

          Unless  otherwise   provided  as  contemplated  by  Section  3.1,  (i)
interest,  if any, on Bearer Securities shall be paid only against  presentation
and  surrender of the coupons for such  interest  installments  as are evidenced
thereby as they  mature and (ii)  original  issue  discount,  if any,  on Bearer
Securities  shall  be paid  only  against  presentation  and  surrender  of such
Securities;  in either case at the office of a Paying Agent located  outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing provided that any such instruction for payment in the United States does
not  cause  any  Bearer  Security  to  be  treated  as a  "registration-required
obligation" under the United States law and regulations.  The interest,  if any,
on any  temporary  Bearer  Security  shall be  paid,  as to any  installment  of
interest  evidenced by a coupon attached  thereto,  only upon  presentation  and
surrender of such coupon and, as to other  installments  of interest,  only upon
presentation  of such  Security  for  notation  thereon  of the  payment of such
interest.  If at the time a payment of principal  of or  interest,  if any, on a
Bearer  Security or coupon  shall  become due, the payment of the full amount so
payable at the office or offices  of all the Paying  Agents  outside  the United
States is illegal or effectively precluded because of the imposition of exchange
controls or other similar restrictions on the payment of such amount in Dollars,
then the Company  may  instruct  the  Trustee to make such  payments at a Paying
Agent located in the United States,  provided that provision for such payment in
the  United  States  would not cause  such  Bearer  Security  to be treated as a
"registration-required obligation" under the United States law and regulations.

          (b) Unless  otherwise  provided as  contemplated  by Section  3.1, any
interest on any Registered  Security of any series which is payable,  but is not
punctually  paid or duly  provided  for, on any  Interest  Payment  Date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such Defaulted Interest may be paid by the Company at its election in each case,
as provided in clause (1) or (2) below:

               (1) The  Company  may  elect  to make  payment  of any  Defaulted
     Interest to the Persons in whose names the  Registered  Securities  of such
     series (or their respective  Predecessor  Securities) are registered at the
     close  of  business  on a  Special  Record  Date  for the  payment  of such
     Defaulted  Interest,  which  shall be fixed in the  following  manner.  The
     Company  shall  notify the  Trustee  in writing of the amount of  Defaulted
     Interest  proposed to be paid on each  Security of such series and the date
     of the proposed  payment,  and at the same time the Company  shall  deposit
     with the Trustee an amount of money equal to the aggregate  amount proposed
     to be paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory  to the  Trustee  for  such  deposit  prior to the date of the
     proposed  payment,  such money when  deposited  to be held in trust for the
     benefit of the Persons  entitled to such Defaulted  Interest in this clause
     (1) provided. Thereupon the Trustee shall fix a Special Record Date for the
     payment of such Defaulted Interest which shall be not more than 15 days and
     not less than 10 days  prior to the date of the  proposed  payment  and not
     less than 10 days  after the  receipt  by the  Trustee of the notice of the
     proposed payment.  The Trustee shall promptly notify the Company in writing
     of such  Special  Record  Date and,  in the name and at the  expense of the
     Company,  shall  cause  notice of the  proposed  payment of such  Defaulted
     Interest  and the Special  Record Date  therefor to be mailed,  first-class


<PAGE>

     postage prepaid, to each Holder of Registered  Securities of such series at
     his address as it appears in the  Register,  not less than 10 days prior to
     such Special Record Date.  Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor  having been so mailed,  such
     Defaulted  Interest  shall  be paid  to the  Persons  in  whose  names  the
     Securities of such series (or their respective Predecessor  Securities) are
     registered  at the close of business on such Special  Record Date and shall
     be no longer payable pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest to the
     Persons in whose names the  Registered  Securities of such series (or their
     respective Predecessor  Securities) are registered at the close of business
     on a specified  date in any other lawful manner not  inconsistent  with the
     requirements  of any  securities  exchange on which such  Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this clause (2), such manner of payment shall be deemed  practicable  by
     the Trustee.

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

          (d) Any Defaulted  Interest payable in respect of Bearer Securities of
any series shall be payable  pursuant to such  procedures as may be satisfactory
to the  Trustee in such  manner  that  there is no  discrimination  between  the
Holders of Registered  Securities (if any) and Bearer Securities of such series,
and notice of the payment date  therefor  shall be given by the Trustee,  in the
name and at the expense of the  Company,  in the manner  provided in Section 1.6
not  more  than 25 days  and not  less  than 20 days  prior  to the  date of the
proposed payment.

          Section 3.8.  PERSONS DEEMED  OWNERS.  Prior to and at the time of due
presentment  of any  Registered  Security  for  registration  of  transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Registered  Security  for the  purpose of  receiving  payment of  principal  of,
premium,  if any,  and  (subject  to  Section  3.7)  interest,  if any,  on such
Registered Security and for all other purposes  whatsoever,  whether or not such
Registered  Security be overdue,  and neither the  Company,  the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

          The  Company,  the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer  Security and the bearer of any coupon as the
absolute  owner of such Bearer  Security or coupon for the purpose of  receiving
payment  thereof or on account  thereof and for all other  purposes  whatsoever,
whether or not such  Bearer  Security  or coupon be  overdue,  and  neither  the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary. All payments made to any Holder, or upon his


<PAGE>

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

          None  of  the  Company,  the  Trustee  or any  Agent  shall  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account of  beneficial  ownership  interests  of a Security in
global form, or for  maintaining,  supervising or reviewing any records relating
to such beneficial  ownership  interests.  Notwithstanding  the foregoing,  with
respect to any Security in global form, nothing herein shall prevent the Company
or the Trustee,  or any agent of the Company or the Trustee,  from giving effect
to any written  certification,  proxy or other  authorization  furnished  by any
Depositary  (or its  nominee),  as a Holder,  with  respect to such  Security in
global  form or impair,  as between  such  Depositary  and Owners of  beneficial
interests in such Security in global form, the operation of customary  practices
governing  the  exercise of the rights of such  Depositary  (or its  nominee) as
Holder of such Security in global form.

          The Company  shall have the right to require a Holder,  in  connection
with the payment of the principal of, premium, if any, and interest,  if any, on
any Security,  to certify  information to the Company or, in the absence of such
certification,  the Company will be entitled to rely on any legal presumption to
enable the Company to determine its duties and liabilities, if any, to deduct or
withhold taxes, assessments or governmental charges for such payment.

          Section 3.9. CANCELLATION.  The Company at any time may deliver to the
Trustee for cancellation any Securities or coupons previously  authenticated and
delivered   hereunder  which  the  Company  may  have  acquired  in  any  manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation   any  Securities  or  coupons   previously
authenticated  hereunder which the Company has not issued, and all Securities or
coupons so delivered shall be promptly  cancelled by the Trustee.  The Registrar
and any Paying  Agent shall  forward to the Trustee any  Securities  and coupons
surrendered  to them for  replacement,  for  registration  of  transfer,  or for
exchange or payment.  The Trustee  shall cancel all  Registered  Securities  and
matured coupons  surrendered for replacement,  for registration of transfer,  or
for exchange,  payment,  redemption or cancellation and may dispose of cancelled
Securities  and coupons and issue a certificate  of  destruction to the Company.
All Bearer  Securities and unmatured  coupons so delivered  shall be held by the
Trustee and, upon  instruction by the Company Order,  shall be cancelled or held
for reissuance.  Bearer Securities and unmatured coupons held for reissuance may
be reissued  only in exchange  for Bearer  Securities  of the same series and of
like Stated Maturity and with like terms and conditions  pursuant to Section 3.5
or in replacement of mutilated,  lost,  stolen or destroyed Bearer Securities of
the same series and of like Stated  Maturity and with like terms and  conditions
or the  related  coupons  pursuant to Section  3.6.  All Bearer  Securities  and
unmatured  coupons held by the Trustee  pending such  cancellation or reissuance
shall be  deemed to be  delivered  for  cancellation  for all  purposes  of this
Indenture  and the  Securities.  The  Company  may not issue new  Securities  to
replace   Securities   that  it  has  paid  or  delivered  to  the  Trustee  for
cancellation,  except as expressly  permitted by the terms of Securities for any
particular series or as permitted  pursuant to the terms of this Indenture.  All
cancelled  Securities  and coupons held by the Trustee shall be delivered to the
Company upon Company  Request.  The  acquisition of any Securities or coupons by


<PAGE>

the  Company  shall  not  operate  as  a  redemption  or   satisfaction  of  the
indebtedness represented thereby unless and until such Securities or coupons are
surrendered  to the Trustee for  cancellation.  Definitive  Securities in global
form shall not be destroyed until exchanged in full for definitive Securities in
certificated form or until payment thereon is made in full.

          Section 3.10.  COMPUTATION OF INTEREST.  Except as otherwise specified
as  contemplated  by Section  3.1,  (i)  interest  on any  Securities  that bear
interest  at a fixed rate shall be  computed  on the basis of a 360-day  year of
twelve 30-day months and (ii) interest on any Securities that bear interest at a
variable  rate shall be computed on the basis of the actual number of days in an
interest period divided by 360.

          Section 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES.

          (a) Unless otherwise specified with respect to any Securities pursuant
to  Section  3.1,  with  respect  to  Registered  Securities  of any  series not
permitting  the election  provided for in paragraph  (b) below or the Holders of
which have not made the election  provided for in paragraph (b) below,  and with
respect to Bearer Securities of any series,  except as provided in paragraph (d)
below,  payment of the principal of, premium,  if any, and interest,  if any, on
any Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security,  as the case may be, is payable.  The  provisions of this Section 3.11
may be  modified  or  superseded  pursuant  to Section  3.1 with  respect to any
Securities. For all purposes of this Indenture, currency units shall include any
composite currency.

          (b) It may be  provided  pursuant  to  Section  3.1,  with  respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below,  to receive  payments of principal of, premium,
if any,  or  interest,  if  any,  on such  Registered  Securities  in any of the
currencies  or  currency  units  which may be  designated  for such  election by
delivering to the Trustee (or the  applicable  Paying Agent) a written  election
with signature  guarantees and in the applicable  form  established  pursuant to
Section  3.1,  not  later  than  the  close of  business  on the  Election  Date
immediately  preceding  the  applicable  payment  date. If a Holder so elects to
receive such payments in any such currency or currency unit,  such election will
remain in effect for such Holder or any  transferee of such Holder until changed
by such  Holder or such  transferee  by written  notice to the  Trustee  (or any
applicable Paying Agent) for such series of Registered  Securities (but any such
change must be made not later than the close of business  on the  Election  Date
immediately  preceding  the next payment date to be effective for the payment to
be made on such  payment  date,  and no such change of election may be made with
respect to  payments to be made on any  Registered  Security of such series with
respect to which an Event of Default has  occurred or with  respect to which the
Company has  deposited  funds  pursuant to Article 4 or with  respect to which a
notice of  redemption  has been  given by the  Company).  Any Holder of any such
Registered  Security  who  shall not have  delivered  any such  election  to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the  applicable  Election  Date will be paid the  amount  due on the  applicable
payment  date in the relevant  currency or currency  unit as provided in Section
3.11(a).  The Trustee (or the applicable Paying Agent) shall notify the Exchange
Rate  Agent as soon as  practicable  after the  Election  Date of the  aggregate


<PAGE>

principal  amount of  Registered  Securities  for which  Holders  have made such
written decision.

          (c) If the  election  referred  to in  paragraph  (b)  above  has been
provided for with respect to any Registered  Securities of a series  pursuant to
Section  3.1,  then,  unless  otherwise  specified  pursuant to Section 3.1 with
respect to any such  Registered  Securities,  not later than the fourth Business
Day  after  the  Election  Date  for  each  payment  date  for  such  Registered
Securities,  the  Exchange  Rate Agent  shall  deliver to the  Company a written
notice  specifying,  in the currency or  currencies or currency unit or units in
which Registered Securities of such series are payable, the respective aggregate
amounts  of  principal  of,  premium,  if any,  and  interest,  if any,  on such
Registered  Securities  to be paid on such  payment  date,  and  specifying  the
amounts in such  currency or  currencies or currency unit or units so payable in
respect of such  Registered  Securities  as to which the  Holders of  Registered
Securities  denominated  in any currency or currencies or currency unit or units
shall have elected to be paid in another  currency or currency  unit as provided
in paragraph (b) above.  If the election  referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election,  then, unless
otherwise  specified  pursuant  to  Section  3.1,  on the  second  Business  Day
preceding  such  payment  date the Company  will  deliver to the Trustee (or the
applicable  Paying Agent) an Exchange Rate  Officer's  Certificate in respect of
the Dollar, Foreign Currency or Currencies,  ECU or other currency unit payments
to be made on such date. Unless otherwise specified pursuant to Section 3.1, the
Dollar,  Foreign  Currency  or  Currencies,  ECU or other  currency  unit amount
receivable by Holders of  Registered  Securities  who have elected  payment in a
currency or currency unit as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable  Market Exchange Rate in effect on
the second  Business  Day (the  "Valuation  Date")  immediately  preceding  each
payment date,  and such  determination  shall be conclusive  and binding for all
purposes, absent manifest error.

          (d) If a Conversion  Event occurs with respect to a Foreign  Currency,
ECU or any other currency unit in which any of the Securities are denominated or
payable  otherwise  than  pursuant  to an  election  provided  for  pursuant  to
paragraph  (b)  above,  then,  with  respect  to each  date for the  payment  of
principal  of,  premium,  if  any,  and  interest,  if  any,  on the  applicable
Securities  denominated or payable in such Foreign  Currency,  ECU or such other
currency unit occurring after the last date on which such Foreign Currency,  ECU
or such other currency unit was used (the "Conversion  Date"),  the Dollar shall
be the  currency of payment for use on each such  payment date (but such Foreign
Currency,  ECU or such other  currency unit that was  previously the currency of
payment shall, at the Company's  election,  resume being the currency of payment
on the first such  payment  date  preceded by 15 Business  Days during which the
circumstances  which gave rise to the Dollar  becoming  such  currency no longer
prevail).  Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any  applicable  Paying Agent and by
the Trustee or any  applicable  Paying  Agent to the Holders of such  Securities
with respect to such payment date shall be determined,  in the case of a Foreign
Currency  other than a currency  unit, on the basis of the Dollar  Equivalent of
the Foreign  Currency or, in the case of a Foreign  Currency  that is a currency


<PAGE>

unit, on the basis of the Dollar  Equivalent of the Currency  Unit, in each case
as determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below.

          (e) Unless otherwise  specified pursuant to Section 3.1, if the Holder
of a Registered Security denominated in any currency or currency unit shall have
elected to be paid in another  currency or currency unit or in other  currencies
as provided in  paragraph  (b) above,  and (i) a  Conversion  Event  occurs with
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency  unit in which  payment would have been made
in the  absence of such  election  and (ii) if a  Conversion  Event  occurs with
respect to the currency or currency  unit in which  payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.11 (but, subject to any contravening
valid election  pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the  circumstances  described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case  of the  circumstances  described  in  clause  (ii)  above,  shall,  at the
Company's  election,  resume being the currency or currency unit of payment with
respect to Holders  who have so  elected,  but only with  respect to payments on
payment dates preceded by 15 Business Days during which the circumstances  which
gave rise to such currency or currency  unit,  in the case of the  circumstances
described in clause (i) above, or the Dollar,  in the case of the  circumstances
described  in clause (ii) above,  becoming  the  currency or currency  unit,  as
applicable, of payment, no longer prevail).

          (f)  The  "Dollar  Equivalent  of the  Foreign  Currency  "  shall  be
determined by the Exchange Rate Agent and shall be obtained for each  subsequent
payment date by the Exchange  Rate Agent by  converting  an official unit of the
specified  Foreign  Currency  into  Dollars at the Market  Exchange  Rate on the
Conversion Date.

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

          (h) For purposes of this Section 3.11 the  following  terms shall have
the following meanings:

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

          "Election Date" shall mean the Regular Date for the applicable  series
of  Registered  Securities  as  specified  pursuant  to Section 3.1 by which the
written election referred to in Section 3.11(b) may be made.

          A "Specified  Amount" of a Component Currency shall mean the number of
units of such  Component  Currency or  fractions  thereof  which such  Component


<PAGE>

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

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

          In the  event  that  the  Company  determines  in  good  faith  that a
Conversion  Event has occurred with respect to a Foreign  Currency,  the Company
will  promptly  give written  notice  thereof to the Trustee (or any  applicable
Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or such Paying
Agent) will promptly  thereafter  give notice in the manner  provided in Section
1.6 to the affected  Holders)  specifying the Conversion  Date. In the event the
Company so determines  that a Conversion  Event has occurred with respect to ECU
or any other currency unit in which  Securities are denominated or payable,  the
Company  will  promptly  give  written  notice  thereof to the  Trustee  (or any
applicable  Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or
such Paying Agent) will promptly  thereafter  give notice in the manner provided
in Section 1.6 to the affected  Holders)  specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified  Amount above has occurred,


<PAGE>

the Company will similarly give written notice to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent.

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

          Section 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.

          (a) Unless otherwise specified pursuant to Section 3.1, if and so long
as the  Securities of any series (i) are  denominated  in a currency or currency
unit other than  Dollars or (ii) may be payable in a currency or  currency  unit
other than Dollars,  or so long as it is required  under any other  provision of
this Indenture,  then the Company will maintain with respect to each such series
of Securities,  or as so required, at least one Exchange Rate Agent. The Company
will  cause the  Exchange  Rate  Agent to make the  necessary  foreign  exchange
determinations at the time and in the manner specified  pursuant to Section 3.11
for the  purpose  of  determining  the  applicable  rate  of  exchange  and,  if
applicable,  for the purpose of converting the issued  currency or currencies or
currency unit or units into the applicable payment currency or currency unit for
the payment of principal,  premium,  if any, and interest,  if any,  pursuant to
Section 3.11.

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

          (c) If the  Exchange  Rate Agent  shall  resign,  be removed or become
incapable of acting,  or if a vacancy  shall occur in the office of the Exchange
Rate Agency for any cause, with respect to the Securities of one or more series,
the Company shall promptly  appoint a successor  Exchange Rate Agent or Exchange
Rate Agents with  respect to the  Securities  of that or those  series (it being
understood  that any such  successor  Exchange Rate Agent may be appointed  with
respect to the Securities of one or more or all of such series and that,  unless
otherwise specified pursuant to Section 3.1, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are  originally  issued by the  Company on the same date and that are  initially
denominated  and/or  payable in the same currency or currencies or currency unit
or units).

          Section 3.13. CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP"  numbers (if then  generally in use),  and, if so, the Trustee shall
use "CUSIP" numbers (in addition to the other identification  numbers printed on
the  Securities) in notices of redemption as a convenience to Holders;  provided
that  any  such  notice  may  state  that  no  representation  is made as to the
correctness  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


<PAGE>

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

          Section 3.14. JUDGMENTS. If for the purpose of obtaining a judgment in
any court with respect to any  obligation of the Company  hereunder or under any
Security,  it shall  become  necessary  to convert  into any other  currency any
amount  in the  currency  due  hereunder  or  under  such  Security,  then  such
conversion  shall be made at the Market  Exchange  Rate as in effect on the date
the Company shall make payment to any Person in  satisfaction  of such judgment.
If pursuant to any such judgment,  conversion shall be made on a date other than
the date  payment is made and there  shall  occur a change  between  such Market
Exchange Rate and the Market  Exchange Rate as in effect on the date of payment,
the Company agrees to pay such  additional  amounts (if any) as may be necessary
to ensure  that the amount  paid is equal to the  amount in such other  currency
which,  when  converted at the Market  Exchange Rate as in effect on the date of
payment  or  distribution,  is the  amount  then due  hereunder  or  under  such
Security.  Any amount due from the Company  under this Section 3.14 shall be due
as a separate  debt and is not to be  affected  by or merged  into any  judgment
being  obtained for any other sums due  hereunder or in respect of any Security.
In no event, however,  shall the Company be required to pay more in the currency
or currency  unit due  hereunder or under such  Security at the Market  Exchange
Rate as in effect when payment is made than the amount of currency  stated to be
due  hereunder  or  under  such  Security  so that in any  event  the  Company's
obligations  hereunder or under such Security will be effectively  maintained as
obligations in such currency,  and the Company shall be entitled to withhold (or
be  reimbursed  for,  as the  case may be) any  excess  of the  amount  actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.

                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

          Section 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE.
Except as otherwise  provided as  contemplated  by Section 3.1,  this  Indenture
shall  upon  Company  Request  cease to be of  further  effect  with  respect to
Securities of or within any series and any coupons  appertaining thereto (except
as to any  surviving  rights of  registration  of  transfer  or exchange of such
Securities and replacement of such Securities  which may have been lost,  stolen
or mutilated as herein expressly  provided for) and the Trustee,  at the expense
of the Company, shall execute proper instruments acknowledging  satisfaction and
discharge  of this  Indenture  with respect to such  Securities  and any coupons
appertaining thereto when

          (1) either

               (A) all such Securities  previously  authenticated  and delivered
          and all coupons  appertaining  thereto  (other  than (i) such  coupons
          appertaining  to  Bearer   Securities   surrendered  in  exchange  for
          Registered Securities, and maturing after such exchange,  surrender of
          which is not  required or has been waived as provided in Section  3.5,
          (ii) such  Securities and coupons which have been  destroyed,  lost or


<PAGE>

          stolen and which have been  replaced  or paid as  provided  in Section
          3.6, (iii) such coupons  appertaining to Bearer  Securities called for
          redemption and maturing after the relevant Redemption Date,  surrender
          of which has been  waived as  provided  in Section  10.6 and (iv) such
          Securities  and coupons for whose payment money has  theretofore  been
          deposited in trust or segregated  and held in trust by the Company and
          thereafter  repaid to the Company or  discharged  from such trust,  as
          provided  in  Section  9.3) have been  delivered  to the  Trustee  for
          cancellation; or

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

                     (i) have become due and payable, or

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

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

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

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

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

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations  of the  Company to the Trustee and any  predecessor  Trustee  under
Section 6.9, the  obligations of the Company to any  Authenticating  Agent under
Section 6.14 and, if money shall have been deposited  with the Trustee  pursuant
to subclause (B) of clause (1) of this Section,  the  obligations of the Trustee
under Section 4.2 and the last paragraph of Section 9.3 shall survive. If, after
the  deposit  referred  to in  Section  4.1 has been  made,  (x) the Holder of a
Security is entitled to, and does, elect pursuant to Section 3.11(b), to receive
payment in a currency  other than that in which the deposit  pursuant to Section


<PAGE>

4.1 was made,  or (y) if a Conversion  Event occurs with respect to the currency
in which the deposit  was made or elected to be received by the Holder  pursuant
to Section 3.11(b), then the indebtedness  represented by such Security shall be
fully  discharged  to the  extent  that the  deposit  made with  respect to such
Security shall be converted into the currency in which such payment is made.

          Section 4.2.  APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of Section 9.3, all money deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance  with the
provisions of the Securities,  the coupons and this  Indenture,  to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any, and any interest for whose payment such money
has been  deposited  with or  received  by the  Trustee.  Such money need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

          Section 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY OPTION TO
EFFECT DEFEASANCE OR COVENANT  DEFEASANCE.  If pursuant to Section 3.1 provision
is made for either or both of (i)  defeasance  of the  Securities of or within a
series under  Section 4.4 or (ii) covenant  defeasance  of the  Securities of or
within a series  under  Section  4.5,  then the  provisions  of such  Section or
Sections,  as the case may be,  together  with the  provisions  of Sections  4.6
through  4.9  inclusive,  with such  modifications  thereto as may be  specified
pursuant to Section 3.1 with respect to such Securities,  shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its
option,   at  any  time,  with  respect  to  such  Securities  and  any  coupons
appertaining  thereto,  elect to have Section 4.4 (if applicable) or Section 4.5
(if  applicable)  be applied to such  Securities  and any  coupons  appertaining
thereto upon compliance with the conditions set forth below in this Article.

          Section 4.4. DEFEASANCE AND DISCHARGE.  Upon the Company's exercise of
the option  specified in Section 4.3  applicable to this Section with respect to
the  Securities of or within a series,  the Company shall be deemed to have been
discharged from its obligations  with respect to such Securities and any coupons
appertaining  thereto on the date the  conditions  set forth in Section  4.6 are
satisfied  (hereinafter  "defeasance").  For this purpose, such defeasance means
that the  Company  shall  be  deemed  to have  paid and  discharged  the  entire
indebtedness represented by such Securities and any coupons appertaining thereto
which shall  thereafter be deemed to be  "Outstanding"  only for the purposes of
Section 4.7 and the other Sections of this Indenture  referred to in clause (ii)
of this  Section,  and to have  satisfied all its other  obligations  under such
Securities and any coupons  appertaining  thereto and this Indenture  insofar as
such  Securities  and any coupons  appertaining  thereto are concerned  (and the
Trustee,  at the expense of the Company,  shall on Company Order execute  proper
instruments  acknowledging  the same),  except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust  funds  described  in  Section  4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,


<PAGE>

if any,  on such  Securities  or any  coupons  appertaining  thereto  when  such
payments are due; (ii) the Company's obligations with respect to such Securities
under  Sections 3.5, 3.6,  6.10,  9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(16);  (iii) the rights,  powers,  trusts,  duties and
immunities  of the  Trustee  hereunder,  and (iv) this  Article  4.  Subject  to
compliance  with this  Article 4, the Company may exercise its option under this
Section  notwithstanding the prior exercise of its option under Section 4.5 with
respect to such  Securities and any coupons  appertaining  thereto.  Following a
defeasance,  payment of such  Securities  may not be  accelerated  because of an
Event of Default.

          Section 4.5. COVENANT  DEFEASANCE.  Upon the Company's exercise of the
option specified in Section 4.3,  applicable to this Section with respect to any
Securities  of or  within a  series,  the  Company  shall be  released  from its
obligations  under  Sections  7.1, 9.4 and 9.5,  and, if  specified  pursuant to
Section  3.1, its  obligations  under any other  covenant,  with respect to such
Securities  and any  coupons  appertaining  thereto  on and  after  the date the
conditions  set  forth in  Section  4.6 are  satisfied  (hereinafter,  "covenant
defeasance"),  and such  Securities and any coupons  appertaining  thereto shall
thereafter be deemed to be not  "Outstanding" for the purposes of any direction,
waiver,  consent or declaration or Act of Holders (and the  consequences  of any
thereof) in connection  with Sections 7.1, 9.4 and 9.5, or such other  covenant,
but shall continue to be deemed  "Outstanding" for all other purposes hereunder.
For this purpose,  such  covenant  defeasance  means that,  with respect to such
Securities and any coupons appertaining  thereto, the Company may omit to comply
with and shall have no  liability in respect of any term,  provision,  covenant,
condition or  limitation  set forth in any such Section or such other  covenant,
whether directly or indirectly,  by reason of any reference  elsewhere herein to
any such  Section or such other  covenant or by reason of any  reference  in any
such  Section or such other  covenant  to any other  provision  herein or in any
other  document and such omission to comply shall not constitute a Default or an
Event of Default  under Section  5.1(3) or 5.1(6) or otherwise,  as the case may
be, but,  except as specified  above,  the remainder of this  Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

          Section 4.6.  CONDITIONS  TO DEFEASANCE  OR COVENANT  DEFEASANCE.  The
following  shall be the  conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series and any coupons appertaining thereto:

          (a) The  Company  shall  have  deposited  or  caused  to be  deposited
irrevocably with the Trustee (or another trustee  satisfying the requirements of
Section  6.12 who shall  agree to comply  with,  and  shall be  entitled  to the
benefits of, the  provisions  of Section 4.3 through 4.9  inclusive and the last
paragraph  of Section  9.3  applicable  to the  Trustee,  for  purposes  of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically
pledged as security for, and dedicated  solely to, the benefit of the Holders of
such Securities and any coupons appertaining  thereto,  with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies  or currency unit or units in which such  Securities  and any coupons
appertaining  thereto  are then  specified  as payable at  Maturity),  or (B) if
Securities of such series are not subject to repayment at the option of Holders,


<PAGE>

Government  Obligations  which  through the payment of principal and interest in
respect thereof in accordance with their terms will provide,  not later than one
day before the due date of any payment  referred to in clause (x) or (y) of this
Section  4.6(a),  money in an amount or (C) a combination  thereof in an amount,
sufficient,  in the  opinion  of a  nationally  recognized  firm of  independent
certified  public  accountants  expressed  in a  written  certification  thereof
delivered to the Trustee,  to pay and  discharge,  and which shall be applied by
the Trustee to pay and  discharge,  (x) the principal of,  premium,  if any, and
interest, if any, on such Securities and any coupons appertaining thereto on the
Maturity of such  principal or  installment of principal or interest and (y) any
mandatory  sinking fund  payments  applicable  to such  Securities on the day on
which such  payments  are due and payable in  accordance  with the terms of this
Indenture and such Securities and any coupons appertaining thereto.  Before such
a deposit, the Company may make arrangements satisfactory to the Trustee for the
redemption of  Securities  at a future date or dates in accordance  with Article
10, which shall be given effect in applying the foregoing.

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

          (c) No Default or Event under Section 5.1(4) or 5.1(5) with respect to
such Securities and any coupons  appertaining thereto shall have occurred and be
continuing  during the period  commencing on the date of such deposit and ending
on the 91st day after such date (it being  understood  that this condition shall
not be deemed satisfied until the expiration of such period).

          (d) In the case of an election  under  Section 4.4, the Company  shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
stating that (i) the Company has received  from, or there has been published by,
the Internal  Revenue  Service a ruling,  or (ii) since the date of execution of
this  Indenture,  there has been a change in the  applicable  federal income tax
law, in either case to the effect that,  and based  thereon  such opinion  shall
confirm  that,  the  Holders of such  Securities  and any  coupons  appertaining
thereto will not recognize income,  gain or loss for federal income tax purposes
as a result of such  defeasance and will be subject to federal income tax on the
same  amounts and in the same  manner and at the same times,  as would have been
the case if such deposit, defeasance and discharge had not occurred.

          (e) In the case of an election  under  Section 4.5, the Company  shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
to the effect that the Holders of such  Securities and any coupons  appertaining
thereto will not recognize income,  gain or loss for federal income tax purposes
as a result of such covenant  defeasance  and will be subject to federal  income
tax on the same amounts,  in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

          (f) The  Company  shall have  delivered  to the  Trustee an  Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions


<PAGE>

precedent to the defeasance  under Section 4.4 or the covenant  defeasance under
Section 4.5 (as the case may be) have been complied with.

          (g) Such  defeasance or covenant shall be effected in compliance  with
any  additional or substitute  terms,  conditions  or  limitations  which may be
imposed on the Company in connection therewith as contemplated by Section 3.1.

          Section 4.7. DEPOSITED MONEY AND GOVERNMENT  OBLIGATIONS TO BE HELD IN
TRUST. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government  Obligations  (or other  property as may be provided  pursuant to
Section 3.1, including the proceeds thereof) deposited with the Trustee pursuant
to  Section  4.6 in  respect of any  Securities  of any  series and any  coupons
appertaining  thereto  shall be held in trust and  applied  by the  Trustee,  in
accordance with the provisions of such  Securities and any coupons  appertaining
thereto  and this  Indenture,  to the  payment,  either  directly or through any
Paying  Agent  (including  the  Company  acting as its own Paying  Agent) as the
Trustee  may  determine,  to the  Holders  of such  Securities  and any  coupons
appertaining  thereto  of all sums due and to become  due  thereon in respect of
principal,  premium,  if any,  and  interest,  if any.  Such  money  need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

          The Company shall pay and  indemnify the Trustee  against any tax, fee
or other  charge  imposed on or  assessed  against  the  Government  Obligations
deposited  pursuant to Section 4.6 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Securities.

          Unless  otherwise  specified with respect to any Security  pursuant to
Section 3.1, if,  after a deposit  referred to in Section  4.6(a) has been made,
(i) the Holder of a  Security  in  respect  of which  such  deposit  was made is
entitled to, and does,  elect  pursuant to Section  3.11(b) or the terms of such
Security to receive  payment in a currency  or currency  unit other than that in
which the deposit  pursuant  to Section  4.6(a) has been made in respect of such
Security,  or (ii) a Conversion  Event occurs as contemplated in Section 3.11(d)
or 3.11(e)  or by the terms of any  Security  in  respect  of which the  deposit
pursuant to Section 4.6(a) has been made, the  indebtedness  represented by such
Security and any coupons  appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of,
premium, if any, and interest,  if any, on such Security as the same becomes due
out of the proceeds  yielded by converting (from time to time specified below in
the case of any such election) the amount or other property deposited in respect
of such  Security  into the  currency  or currency  unit in which such  Security
becomes  payable as a result of such election or  Conversion  Event based on the
applicable  Market Exchange Rate for such currency or currency unit in effect on
the  second  Business  Day  prior to each  payment  date or,  in the case of the
occurrence and  continuance of a Conversion  Event with respect to such currency
or currency unit, based on the applicable Market Exchange Rate for such currency
or currency unit which is in effect at the time of the Conversion Event.


<PAGE>

          Section 4.8.  TRANSFERS AND  DISTRIBUTION AT COMPANY  REQUEST.  To the
extent  permitted  by the  Financial  Accounting  Standards  Board  Statement of
Financial  Accounting  Standards  No.  76,  as  amended  or  interpreted  by the
Financial Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent  permitted by the Commission,  the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request.

          (a)  Retransfer,  assign and  deliver to the  Company  any  securities
deposited with the Trustee pursuant to Section 4.6(a), provided that the Company
shall, in substitution therefor, simultaneously transfer, assign, and deliver to
the Trustee other  Government  Obligations  appropriate to satisfy the Company's
obligations in respect of the relevant Securities; and

          (b) The  Trustee  (and any Paying  Agent)  shall  promptly  pay to the
Company,  upon Company  Request,  any excess money or securities held by them at
any time, including,  without limitation,  any assets deposited with the Trustee
pursuant to Section 4.6(a) exceeding those necessary for the purposes of Section
4.6(a).

The Trustee shall not take the actions  described in subsections  (a) and (b) of
this Section 4.8 unless it shall have first received a written report of Ernst &
Young LLP, or another nationally  recognized  independent public accounting firm
(i)  expressing  their  opinion  that the  contemplated  action is  permitted by
Standard  No.  76  or  the  Commission,   for  transactions   accounted  for  as
extinguishment  of debt under the  circumstances  described in paragraph  3.c of
Standard No. 76 or any  successor  provision  and (ii)  verifying  the accuracy,
after  giving  effect  to such  action or  actions,  of the  computations  which
demonstrate  that  the  amounts   remaining  to  be  earned  on  the  Government
Obligations  deposited  with the  Trustee  pursuant  to Section  4.6(a)  will be
sufficient for purposes of Section 4.6(a).

          Section  4.9.  REINSTATEMENT.  If the  Trustee or the Paying  Agent is
unable to apply any money in accordance  with Section 4.7 by reason of any order
or judgment of any court or  governmental  authority  enjoining,  restraining or
otherwise  prohibiting such  application,  then the Company's  obligations under
this Indenture and the Securities of the series with respect to which such money
was deposited  shall be revived and reinstated as though no deposit had occurred
pursuant  to this  Article 4 until such time as the  Trustee or Paying  Agent is
permitted to apply all such money in  accordance  with  Section  4.7;  provided,
however,  that if the Company makes any payment of principal of (or premium,  if
any, on) or interest,  if any, on any  Securities  of any series  following  the
reinstatement of the Company's  obligations,  the Company shall be subrogated to
the rights of the Holders of such  Securities  to receive  such payment from the
money held by the Trustee or the Paying Agent with respect to such Securities.


<PAGE>


                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

          Section  5.1.  EVENTS OF DEFAULT.  An "Event of  Default"  occurs with
respect to the  Securities of any series if  (regardless  of the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (1) the Company  defaults  in the payment of any  interest on any
          Security  of that  series or any  coupon  appertaining  thereto or any
          additional  amount payable with respect to any Security of that series
          as specified  pursuant to Section 3.1(b)(16) when the same becomes due
          and payable and such default continues for a period of 30 days;

               (2) the Company  defaults in the payment of the  principal  of or
          any premium on any  Security of that series when the same  becomes due
          and payable at its Maturity or on redemption  or otherwise,  or in the
          payment of a mandatory  sinking  fund  payment  when and as due by the
          terms of the Securities of that series;

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

               (4)  the  Company  pursuant  to or  within  the  meaning  of  any
          Bankruptcy  Law (A)  commences a voluntary  case,  (B) consents to the
          entry of an order for relief  against it in an  involuntary  case, (C)
          consents  to  the  appointment  of a  Custodian  of it or  for  all or
          substantially all of its property,  or (D) makes a general  assignment
          for the benefit of its creditors;

               (5) a court of competent  jurisdiction  enters an order or decree
          under any Bankruptcy Law that (A) is for relief against the Company in
          any  involuntary  case, (B) appoints a Custodian of the Company or for
          all  or  substantially  all  of  its  property,   or  (C)  orders  the
          liquidation  of the Company and the order or decree  remains  unstayed
          and in effect for 90 days; or


<PAGE>

               (6) any  other  Event of  Default  provided  as  contemplated  by
          Section 3.1 with respect to Securities of that series.

          The term  "Bankruptcy  Law" means Title 11, U.S.  Code, or any similar
federal or state law for the relief of debtors.  The term "Custodian"  means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

          Section 5.2.  ACCELERATION;  RESCISSION AND ANNULMENT.  If an Event of
Default with  respect to the  Securities  of any series at the time  Outstanding
occurs  and is  continuing,  the  Trustee  or the  Holders  of at  least  25% in
aggregate principal amount of all of the Outstanding  Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the  principal  (or, if the  Securities  of that series are Original
Issue Discount Securities or Indexed  Securities,  such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable and upon any such  declaration  such principal
(or, in the case of Original  Issue Discount  Securities or Indexed  Securities,
such specified amount) shall be immediately due and payable.

          At any time after such a declaration of  acceleration  with respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee,  may rescind and annul such  declaration  and its  consequences  if all
existing  Defaults  and Events of Default  with  respect to  Securities  of that
series, other than the non-payment of the principal of Securities of that series
which have  become due solely by such  declaration  of  acceleration,  have been
cured or waived as provided in Section 5.7. No such rescission  shall affect any
subsequent default or impair any right consequent thereon.

          Section 5.3.  COLLECTION OF INDEBTEDNESS  AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

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

               (2)  default  is  made in the  payment  of the  principal  of (or
          premium,  if any, on) any  Security at the  Maturity  thereof and such
          default continues for a period of 10 days, or

               (3) default is made in the making or  satisfaction of any sinking
          fund  payment  or  analogous  obligation  when  the same  becomes  due
          pursuant to the terms of the Securities of any series,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of such  Securities  or coupons,  if any,  the whole amount then due and
payable on such Securities for principal, premium, if any, and interest, if any,
and, to the extent that payment of such interest  shall be legally  enforceable,
interest on any overdue principal, premium, if any, and on any overdue interest,


<PAGE>

at the rate or rates prescribed  therefor in such Securities or coupons, if any,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

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

          Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition  or other  judicial  proceedings,  or any
voluntary  or  involuntary  case under the federal  bankruptcy  laws,  as now or
hereafter  constituted,  relative to the Company or any other  obligor  upon the
Securities  and coupons,  if any, of a particular  series or the property of the
Company or of such other  obligor,  the  Trustee  (irrespective  of whether  the
principal of such Securities shall then be due and payable as therein  expressed
or by declaration of acceleration  or otherwise and  irrespective of whether the
Trustee  shall have made any demand on the  Company  for the  payment of overdue
principal or interest) shall be entitled and empowered,  by intervention in such
proceeding or otherwise,

           (i) to file and prove a claim for the whole amount of  principal (or,
     if the Securities of such series are Original  Issue  Discount  Securities,
     such portion of the principal amount as may be due and payable with respect
     to such series  pursuant to a declaration  in accordance  with Section 5.2)
     (and premium, if any) and interest,  if any, owing and unpaid in respect of
     the Securities and any coupons of such 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 the  reasonable  compensation,
     expenses,  disbursements  and  advances  of the  Trustee,  its  agents  and
     counsel) and of the Holders of such  Securities and any coupons  allowed in
     such judicial proceeding, and

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

and any receiver,  assignee,  trustee, custodian,  liquidator,  sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such


<PAGE>

Holder to make such  payments to the Trustee,  and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the  Trustee  any  amount  due it for  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.9.

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

          Section  5.5.  TRUSTEE  MAY  ENFORCE  CLAIMS  WITHOUT   POSSESSION  OF
SECURITIES.  All  rights  of action  and  claims  under  this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name,  as trustee of an express  trust,  and any  recovery  of  judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit of the Holders of the  Securities  or any coupons in respect of
which such judgment has been recovered.

          Section 5.6. DELAY OR OMISSION NOT WAIVER. No delay or omission by the
Trustee or any Holder of any Security to exercise  any right or remedy  accruing
upon any Event of Default  shall impair any such right or remedy or constitute a
waiver of or acquiescence  in any such Event of Default.  Every right and remedy
given  by this  Indenture  or by law to the  Trustee  or to the  Holders  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Trustee or by the Holders, as the case may be.

          Section 5.7.  WAIVER OF PAST DEFAULTS.  The Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities  of any
series by  notice to the  Trustee  may  waive on  behalf of the  Holders  of all
Securities  of such series a past  Default or Event of Default  with  respect to
such series and its consequences except (i) a Default or Event of Default in the
payment of the  principal  of,  premium,  if any,  or  interest,  if any, on any
Security of such series or any coupon appertaining thereto or (ii) in respect of
a covenant or provision  hereof which  pursuant to Section 8.2 cannot be amended
or modified  without the consent of the Holder of each  Outstanding  Security of
such series adversely  affected.  Upon any such waiver, such Default shall cease
to exist,  and any Event of Default  arising  therefrom  shall be deemed to have
been cured, for every purpose of this Indenture, but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

          Section  5.8.  CONTROL  BY  MAJORITY.  The  Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities of each
series  affected  (with each such series voting as a class) shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available  to the  Trustee or  exercising  any trust or power  conferred  on the
Trustee with respect to Securities of such series;  provided,  however, that (i)
the Trustee may refuse to follow any direction  that  conflicts with law or this


<PAGE>

Indenture,  (ii)  subject to Section  6.1,  the Trustee may refuse to follow any
direction that is unduly  prejudicial to the rights of the Holders of Securities
of any such series not  consenting,  or that would in the good faith judgment of
the Trustee have a  substantial  likelihood of involving the Trustee in personal
liability  and (iii) the Trustee may take any other action  deemed proper by the
Trustee which is not inconsistent with such direction.

          Section 5.9. LIMITATION ON SUITS BY HOLDERS. No Holder of any Security
of any  series or any  related  coupons  shall have any right to  institute  any
proceeding,  judicial or otherwise,  with respect to this Indenture,  or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

               (2) the Holders of at least 25% in aggregate  principal amount of
          the Outstanding  Securities of that series have made a written request
          to the Trustee to  institute  proceedings  in respect of such Event of
          Default in its own name as Trustee hereunder;

               (3) such Holder or Holders have offered to the Trustee  indemnity
          satisfactory  to the Trustee  against  any loss,  cost,  liability  or
          expense to be, or which may be,  incurred  by the  Trustee in pursuing
          the remedy;

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

               (5) during  such  60-day  period,  the  Holders of a majority  in
          aggregate  principal  amount  of the  Outstanding  Securities  of that
          series  have not given to the Trustee a  direction  inconsistent  with
          such written request.

          No one or more Holders shall have any right in any manner  whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain  priority or preference  over any other of such Holders or to enforce any
right under this  Indenture,  except in the manner  herein  provided and for the
equal  and  ratable  benefit  of all of such  Holders.  For the  protection  and
enforcement  of the  provisions  of this Section  5.9,  each and every Holder of
Securities or any coupons of any series and the Trustee for such series shall be
entitled to such relief as can be given at law or in equity.

          Section 5.10.  RIGHTS OF HOLDERS TO RECEIVE  PAYMENT.  Notwithstanding
any other provision of this Indenture,  but subject to Section 9.2, the right of
any Holder of a Security or coupon to receive  payment of principal of, premium,
if any,  and,  subject  to  Sections  3.5 and  3.7,  interest,  if any,  on such
Security,  on or after the respective due dates  expressed in such Security (or,
in case of redemption, on the Redemption Dates) and the right of any Holder of a
coupon to receive  payment of  interest  due as  provided  in such  coupon,  or,


<PAGE>

subject to Section 5.9, to bring suit for the enforcement of any such payment on
or after such respective  dates,  shall not be impaired or affected  without the
consent of such Holder.

          Section 5.11. APPLICATION OF MONEY COLLECTED.  If the Trustee collects
any money pursuant to this Article,  it shall pay out the money in the following
order,  at the  date  or  dates  fixed  by  the  Trustee  and,  in  case  of the
distribution  of such  money  on  account  of  principal,  premium,  if any,  or
interest,  if any, upon  presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

               First: to the Trustee for amounts due under Section 6.9;

               Second: to Holders of Securities and  coupons in respect of which
          or for the benefit of which such money has been  collected for amounts
          due and unpaid on such Securities for principal of,  premium,  if any,
          and interest,  if any, ratably,  without preference or priority of any
          kind,  according to the amounts due and payable on such Securities for
          principal, premium, if any, and interest, if any, respectively; and

               Third: to the Person or Persons entitled thereto.

          Section 5.12.  RESTORATION  OF RIGHTS AND REMEDIES.  If the Trustee or
any Holder has  instituted  any  proceeding to enforce any right or remedy under
this Indenture and such  proceeding has been  discontinued  or abandoned for any
reason, or has been determined  adversely to the Trustee or to such Holder, then
and in every such case,  subject to any  determination in such  proceeding,  the
Company,   the  Trustee  and  the  Holders  shall  be  restored   severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

          Section  5.13.  RIGHTS AND  REMEDIES  CUMULATIVE.  Except as otherwise
provided with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen  Securities  in the last  paragraph  of Section  3.6, no right or
remedy  herein  conferred  upon or  reserved  to the  Trustee or the  Holders 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.

          Section 5.14.  UNDERTAKING  FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture,  or in any suit against the Trustee
for any action taken,  suffered or omitted by it as Trustee, a court may require
any party  litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent  provided in the Trust  Indenture  Act;  provided  that  neither this
Section nor the Trust  Indenture  Act shall be deemed to authorize  any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.


<PAGE>

          Section 5.15.  WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent  that it may  lawfully do so) that it will not at any time insist
upon,  or  plead,  or in any  manner  whatsoever  claim or take the  benefit  or
advantage  of, any stay or extension  law wherever  enacted,  now or at any time
hereafter in force,  which may affect the covenants or the  performance  of this
Indenture;  and the Company  (to the extent  that it may  lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder,  delay or impede the  execution of any power herein  granted to
the  Trustee,  but will suffer and permit the  execution  of every such power as
though no such law had been enacted.


                                    ARTICLE 6

                                   THE TRUSTEE

          Section  6.1.  CERTAIN  DUTIES  AND  RESPONSIBILITIES.  The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing,  no provision of this Indenture shall require the
Trustee  to  expend  or risk its own  funds or  otherwise  incur  any  financial
liability in the performance of any of its duties hereunder,  or in the exercise
of any of its  rights  or  powers,  if it  shall  have  reasonable  grounds  for
believing that repayment of such funds or adequate  indemnity  against such risk
or liability is not reasonably  assured to it. Whether or not therein  expressly
so  provided,  every  provision  of this  Indenture  relating  to the conduct or
affecting  the  liability of or  affording  protection  to the Trustee  shall be
subject to the provisions of this Section.

          Section 6.2. RIGHTS OF TRUSTEE. Subject to the provisions of the Trust
Indenture Act:

          (a) The  Trustee  may  rely  and  shall  be  protected  in  acting  or
refraining from acting upon any resolution,  certificate, statement, instrument,
opinion,  report, notice, request,  direction,  consent, order, bond, debenture,
note 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 or direction of the Company  mentioned herein shall be
sufficiently  evidenced  by a Company  Request  or  Company  Order  (other  than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee for  authentication and delivery pursuant to Section 3.3, which shall be
sufficiently  evidenced as provided therein), and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution.

          (c) Whenever in the administration of this Indenture the Trustee shall
deem it  desirable  that a matter  be  proved or  established  prior to  taking,
suffering or omitting 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 or Opinion of Counsel.

          (d) The Trustee  may consult  with  counsel of its  selection  and the
written  advice of such  counsel or any  Opinion  of  Counsel  shall be full and


<PAGE>

complete  authorization and protection in respect of any action taken,  suffered
or omitted by it hereunder in good faith and in reliance thereon.

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

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

          (g) The Trustee may act through  agents or attorneys  and shall not be
responsible for the misconduct or negligence of any agent or attorney  appointed
with due care by it hereunder.

          (h) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

          Section  6.3.   TRUSTEE  MAY  HOLD   SECURITIES.   The  Trustee,   any
Authenticating  Agent, any Paying Agent, any Registrar or any other agent of the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the
Trust  Indenture  Act,  may  otherwise  deal with the  Company,  an Affiliate or
Subsidiary  with  the  same  rights  it  would  have  if it  were  not  Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

          Section  6.4.  MONEY HELD IN TRUST.  Money held by the  Trustee or any
Paying Agent in trust  hereunder need not be segregated  from other funds except
to the extent required by law. Neither the Trustee nor any Paying Agent shall be
under any liability for interest on any money received by it hereunder except as
otherwise set forth in this Indenture or as otherwise agreed with the Company.

          Section 6.5. TRUSTEE'S  DISCLAIMER.  The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication,  shall be
taken  as the  statements  of the  Company,  and  neither  the  Trustee  nor the
Authenticating  Agent assumes any responsibility for their correctness.  Neither
the Trustee nor the  Authenticating  Agent  makes any  representation  as to the
validity  or adequacy  of this  Indenture,  the  Securities  or any coupon.  The
Trustee shall not be accountable  for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.


<PAGE>

          Section 6.6. NOTICE OF DEFAULTS. If a Default occurs and is continuing
with respect to the  Securities of any series and if it is known to the Trustee,
the Trustee shall, within 90 days after it occurs,  transmit,  in the manner and
to the extent  provided in Section 313(c) of the Trust  Indenture Act, notice of
all uncured Defaults known to it; provided, however, that, except in the case of
a Default in payment on the  Securities of any series,  the Trustee may withhold
the notice if and so long as the board of directors,  the executive committee or
a  committee  of  its  Responsible   Officers  in  good  faith  determines  that
withholding such notice is in the interests of the Holders of Securities of such
series;  provided  further  that,  in the case of any  Default  or breach of the
character specified in Section 5.1(3) with respect to the Securities and coupons
of such series,  no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

          Section 6.7.  REPORTS BY TRUSTEE TO HOLDERS.  (a) Within 60 days after
each May 15 of each  year  commencing  with the  first  May 15 after  the  first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of  Securities  as  provided in Section  313(c) of the Trust
Indenture  Act a brief  report  dated as of such May 15 if  required  by Section
313(a) of the Trust  Indenture  Act.  The Trustee also shall comply with Section
313(b) and (d) of the Trust Indenture Act and shall transmit to the Holders,  in
the  manner  and to the  extent  provided  in said  Section  313(c) of the Trust
Indenture  Act, such other reports,  if any, as may be required  pursuant to the
Trust Indenture Act.

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

          Section 6.8.  SECURITYHOLDER  LISTS.  The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and  addresses  of Holders of  Securities  of each  series.  If the
Trustee  is not  the  Registrar,  the  Company  shall  furnish  to  the  Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such  date as the  Trustee  may  reasonably  require,  containing  all the
information in the possession of the Registrar, the Company or any of its Paying
Agents  other  than the  Trustee  as to the names and  addresses  of  Holders of
Securities  of each such series.  If there are Bearer  Securities  of any series
Outstanding,  even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such  information  with respect to Holders of
such Bearer Securities only.

          Section 6.9. COMPENSATION AND INDEMNITY.

          (a) The  Company  shall  pay to the  Trustee  from  time to time  such
compensation  as shall be agreed  between  the  Company  and the Trustee for all
services rendered by the Trustee hereunder. The Trustee's compensation shall not
be limited by any law on  compensation  of a trustee  of an express  trust.  The
Company  shall  reimburse  the  Trustee  upon  its  request  for all  reasonable
out-of-pocket  expenses incurred by it in connection with the performance of its
duties under this  Indenture,  except any such expense as may be attributable to


<PAGE>

its  negligence  or bad  faith.  Such  expenses  shall  include  the  reasonable
compensation and expenses of the Trustee's agents and counsel.

          (b) The Company shall  indemnify the Trustee for, and hold it harmless
against, any loss, liability or expense incurred by it without negligence or bad
faith  on its part  arising  out of or in  connection  with  its  acceptance  or
administration  of the trust or trusts  hereunder.  The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not pay for any  settlement  made without its
consent.

          (c) The Company need not  reimburse  any expense or indemnify  against
any loss or liability incurred by the Trustee through negligence or bad faith.

          (d) To secure the payment  obligations of the Company pursuant to this
Section,  the Trustee shall have a lien prior to the Securities of any series on
all money or property  held or  collected  by the  Trustee,  except that held in
trust to pay  principal,  premium,  if any, and interest,  if any, on particular
Securities.

          (e) When the Trustee incurs expenses or renders services in connection
with an Event of Default  specified  in Section  5.1(4) or Section  5.1(5),  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.

          (f) The  provisions of this Section shall survive the  termination  of
this Indenture.

          Section 6.10. REPLACEMENT OF TRUSTEE.

          (a) The resignation or removal of the Trustee and the appointment of a
successor  Trustee  shall become  effective  only upon the  successor  Trustee's
acceptance of appointment as provided in Section 6.11

          (b) The Trustee may resign at any time with respect to the  Securities
of any series by giving written notice thereof to the Company. If the instrument
of  acceptance  by a successor  Trustee  required by Section 6.11 shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so  notifying  the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.


<PAGE>

          (d) If at any time:

               (1) the Trustee fails to comply with Section  310(b) of the Trust
     Indenture  Act after  written  request  therefor  by the  Company or by any
     Holder  who has been a bona  fide  Holder  of a  Security  for at least six
     months, or

               (2) the Trustee shall cease to be eligible  under Section  310(a)
     of the Trust  Indenture Act and shall fail to resign after written  request
     therefor by the Company or by any Holder of a Security  who has been a bona
     fide Holder of a Security for at least six months; or

               (3) the  Trustee  becomes  incapable  of  acting,  is  adjudged a
     bankrupt or an  insolvent or a receiver or public  officer  takes charge of
     the Trustee or its  property or affairs for the purpose of  rehabilitation,
     conservation or liquidation,

then,  in any such case,  (i) the Company may remove the Trustee with respect to
all  Securities,  or (ii) subject to Section 315(e) of the Trust  Indenture Act,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the removal of the Trustee  with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e) The Company may remove the Trustee with respect to the  Securities
of any series at any time by giving  written  notice  thereof to the  Trustee if
there is at the time of such removal no Default  with respect to the  Securities
of such series.

          (f) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee  for any reason,  with  respect to  Securities  of one or more
series,  the Company shall promptly appoint a successor  Trustee with respect to
the  Securities  of that or those  series  (it  being  understood  that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee  with
respect to the  Securities of any  particular  series) and shall comply with the
applicable  requirements  of  Section  6.11.  If,  within  one year  after  such
resignation,  removal or  incapability,  or the  occurrence of such  vacancy,  a
successor  Trustee  with  respect  to the  Securities  of any  series  shall  be
appointed  by Act of the  Holders  of a  majority  in  principal  amount  of the
Outstanding  Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such  appointment in accordance  with the applicable  requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company.  If
no successor  Trustee with  respect to the  Securities  of any series shall have
been so appointed by the Company or the Holders of such  Securities and accepted
appointment  in the manner  required by Section 6.11,  the resigning or retiring
Trustee,  or any  Holder who has been a bona fide  Holder of a Security  of such
series  for at least  six  months  may,  on  behalf of  himself  and all  others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.


<PAGE>

          Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

          (b) In case of the appointment  hereunder of a successor  Trustee with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  Trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein such successor Trustee shall accept such appointment and which (i) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  such  successor  Trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring  Trustee is not retiring with respect to all  Securities,  shall
contain  such  provisions  as shall be deemed  necessary or desirable to confirm
that all the rights,  powers,  trusts and duties of the  retiring  Trustee  with
respect  to the  Securities  of that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust and that each such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee and upon the execution and delivery of such  supplemental
indenture  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  to the  extent  provided  therein  and each such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring  Trustee with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee relates;  but, on request of the Company or any successor Trustee,  such
retiring  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Trustee all  property and money held by such  retiring  Trustee  hereunder  with
respect to the  Securities of that or those series to which the  appointment  of
such successor Trustee relates.

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


<PAGE>

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

          (e) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a  successor  Trustee  with  respect to the  Securities  of any series in the
manner  provided for notices to the Holders of  Securities  in Section 1.6. Each
notice  shall  include the name of the  successor  Trustee  with  respect to the
Securities of such series and the address of its Corporate Trust Office.

          Section 6.12. ELIGIBILITY;  DISQUALIFICATION. There shall at all times
be a Trustee  hereunder  which shall be eligible to act as Trustee under Section
310(a)(1)  of the Trust  Indenture  Act and shall  have a combined  capital  and
surplus of at least  $50,000,000  (or having a combined  capital  and surplus in
excess of $5,000,000 and the  obligations of which,  whether now in existence or
hereafter incurred,  are fully and  unconditionally  guaranteed by a corporation
organized and doing business  under the laws of the United States,  any State or
Territory  thereof or of the District of Columbia and having a combined  capital
and  surplus  of at  least  $50,000,000).  If the  Trustee  or such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, State,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital and surplus of such the Trustee or corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  If at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect  hereinafter  specified in this  Article.  If the
Trustee has or shall acquire any conflicting  interest within the meaning of the
Trust  Indenture  Act, the Trustee  shall  comply with the  relevant  provisions
thereof.

          Section  6.13.  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION TO
BUSINESS.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

          Section 6.14.  APPOINTMENT OF  AUTHENTICATING  AGENT.  The Trustee may
appoint an Authenticating  Agent or Agents with respect to one or more series of
Securities  which  shall  be  authorized  to act on  behalf  of the  Trustee  to
authenticate  Securities of such series issued upon  original  issue,  exchange,
registration  of transfer  or partial  redemption  thereof,  and  Securities  so
authenticated  shall be entitled to the benefits of this  Indenture and shall be
valid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee


<PAGE>

hereunder.  Any such appointment  shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be  promptly  furnished  to the  Company.  Wherever  reference  is  made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's  certificate  of  authentication,  such  reference  shall be deemed to
include   authentication   and   delivery   on  behalf  of  the  Trustee  by  an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and,  except as may otherwise be provided  pursuant to
Section  3.1,  shall  at all  times be a bank or trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any State or the District of Columbia,  authorized under
such laws to act as Authenticating Agent. If such Authenticating Agent publishes
reports of condition at least annually,  pursuant to law or the  requirements of
such supervising or examining authority,  then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

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

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

          If an appointment  with respect to one or more series is made pursuant
to this Section,  the  Securities of such series may have endorsed  thereon,  in


<PAGE>

addition  to or in lieu  of the  Trustee's  certificate  of  authentication,  an
alternate certificate of authentication substantially in the following form:

          This  is  one  of  the   Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:
                                                BANK ONE, N.A., as Trustee


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


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


Sections 6.2, 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

          Section 6.15. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.
Any application by the Trustee for written instructions from the Company may, at
the option of the Trustee,  set forth in writing any action proposed to be taken
or omitted by the  Trustee  under this  Indenture  and the date on and/or  after
which  such  action  shall be taken or such  omission  shall be  effective.  The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal  included in such application on or after the date
specified  in such  application  (which  date  shall  not be less  than  fifteen
Business Days after the date any officer of the Company  actually  receives such
application,  unless any such  officer  shall have  consented  in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

          Section 6.16.  PREFERENTIAL  COLLECTION OF CLAIMS AGAINST COMPANY.  If
and when the Trustee  shall be or become a creditor of the Company (or any other
obligor  upon the  Securities  or the  coupons,  if any),  the Trustee  shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).


                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

          Section  7.1.  CONSOLIDATION,  MERGER OR SALE OF ASSETS BY THE COMPANY
PERMITTED.  The  Company  may not  merge or  consolidate  with or into any other
corporation  or sell,  convey,  transfer,  lease or otherwise  dispose of all or


<PAGE>

substantially  all of its assets to any Person,  unless  (i)(A) in the case of a
merger or consolidation,  the Company is the surviving corporation or (B) in the
case of a  merger  or  consolidation  where  the  Company  is not the  surviving
corporation and in the case of any such sale,  conveyance or other  disposition,
the  resulting,  successor or acquiring  Person is a  corporation  organized and
existing  under the laws of the  United  States,  any State or the  District  of
Columbia and such corporation  expressly  assumes by supplemental  indenture all
the obligations of the Company under the Securities and any coupons appertaining
thereto and under this Indenture, (ii) immediately thereafter,  giving effect to
such merger or consolidation, or such sale, conveyance, transfer, lease or other
disposition  (including,   without  limitation,  any  indebtedness  directly  or
indirectly  incurred or  anticipated  to be incurred  in  connection  with or in
respect  of such  transactions),  no  Default  or Event of  Default  shall  have
occurred and be continuing and (iii) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such merger or
consolidation,  or such sale, conveyance,  transfer, lease or other disposition,
complies with this Article and that all  conditions  precedent  relating to such
transaction have been complied with as herein provided.

          Section 7.2.  SUCCESSOR  CORPORATION  SUBSTITUTED.  Upon any merger or
consolidation  of the Company  with or into any other  corporation  or any sale,
conveyance,  transfer, lease or other disposition of all or substantially all of
the assets of the Company to any other Person, the successor  corporation formed
by such consolidation or into which the Company is merged or the Person to which
such conveyance,  transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such  successor  Person had been named as the Company
herein,  and thereafter,  except in the case of a lease to another  Person,  the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

          Section  8.1.  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT OF  HOLDERS.
Without the consent of any Holders,  the  Company,  when  authorized  by a Board
Resolution,  and the Trustee,  at any time and from time to time, may enter into
one or more indentures  supplemental hereto, in form reasonably  satisfactory to
the Trustee, for any of the following purposes:

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

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


<PAGE>

               (3) to add any  additional  Events of Default with respect to all
     or any series of Securities; or

               (4) to add to or change any of the  provisions of this  Indenture
     to such extent as shall be necessary to  facilitate  the issuance of Bearer
     Securities   (including,   without  limitation,   to  provide  that  Bearer
     Securities may be  registrable  as to principal  only) or to facilitate the
     issuance of Securities in global form,  provided that any such action shall
     not  adversely  affect the  interests of the Holders of  Securities  of any
     series or any related coupons in any material respect; or

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

               (6) to secure the Securities; or

               (7) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 3.1; or

               (8) to evidence  and provide for the  acceptance  of  appointment
     hereunder by a successor  Trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.10; or

               (9)  if  allowed  without  penalty  under   applicable  laws  and
     regulations,  to permit payment in the United States  (including any of the
     states and the District of Columbia), its territories,  its possessions and
     other areas subject to its jurisdiction of principal,  premium,  if any, or
     interest, if any, on Bearer Securities or coupons, if any; or

               (10) to correct or supplement  any provision  herein which may be
     inconsistent  with  any  other  provision  herein  or  to  make  any  other
     provisions  with  respect  to  matters  or  questions  arising  under  this
     Indenture,  provided such action shall not adversely affect the interest of
     the Holders of Securities of any series in any material respect, or to cure
     any ambiguity or correct any mistake; or

               (11) to supplement  any of the  provisions  of this  Indenture to
     such extent as shall be necessary to permit or  facilitate  the  defeasance
     and discharge of any series of  Securities  pursuant to Article 4, provided
     that any such  action  shall not  adversely  affect  the  interests  of the
     Holders of  Securities  of such series or any other series of Securities or
     any related coupons in any material respect.

          Section 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written  consent of the  Holders of not less than a  majority  of the  aggregate


<PAGE>

principal amount of the Outstanding Securities of each series adversely affected
by such  supplemental  indenture,  the Company and the Trustee may enter into an
indenture  or  indentures  supplemental  hereto to add any  provisions  to or to
change or eliminate any provisions of this  Indenture or of any other  indenture
supplemental hereto or to modify the rights of the Holders of Securities of each
such series;  provided,  however, that without the consent of the Holder of each
Outstanding Security affected thereby, an amendment under this Section may not:

               (1)  change  the  Stated  Maturity  of the  principal  of, or any
     installment  of principal of or interest  on, any  Security,  or reduce the
     principal  amount  thereof or the rate of  interest  thereon or any premium
     payable upon the redemption  thereof, or reduce the amount of the principal
     of an Original Issue Discount Security that would be due and payable upon a
     declaration of  acceleration  of the Maturity  thereof  pursuant to Section
     5.2, or change the coin or currency in which any  Securities or any premium
     or interest  thereon is payable,  or impair the right to institute suit for
     the enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date);

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

               (3) change any obligation of the Company to maintain an office or
     agency in the places and for the purposes specified in Section 9.2; or

               (4) make any change in Section 5.7 or this  Section 8.2 except to
     increase any percentage or to provide that certain other provisions of this
     Indenture  cannot be modified or waived  without the consent of the Holders
     of each Outstanding Security affected thereby.

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

          Upon the  request  of the  Company,  accompanied  by a copy of a Board
Resolution  authorizing the execution of any such  supplemental  indenture,  and
upon the filing  with the  Trustee of  evidence of the consent of the Holders as
aforesaid,  the  Trustee  shall join with the Company in the  execution  of such
supplemental  indenture.  It is not  necessary  under this  Section  8.2 for the
Holders  to  consent  to  the  particular  form  of  any  proposed  supplemental
indenture, but it is sufficient if they consent to the substance thereof.


<PAGE>

          Section 8.3.  COMPLIANCE WITH TRUST INDENTURE ACT. Every  supplemental
indenture  executed  pursuant to this Article shall comply with the requirements
of the Trust Indenture Act as then in effect.

          Section 8.4. EXECUTION OF SUPPLEMENTAL  INDENTURES.  In executing,  or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article  or the  modification  thereby  of the  trusts  created by this
Indenture,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such  supplemental  indenture is authorized or permitted by this Indenture.  The
Trustee  may, but shall not be  obligated  to, enter into any such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

          Section 8.5. EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of
this Indenture for all purposes;  and every Holder of Securities  theretofore or
thereafter  authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

          Section  8.6.  REFERENCE IN  SECURITIES  TO  SUPPLEMENTAL  INDENTURES.
Securities,  including any coupons,  of any series  authenticated  and delivered
after the execution of any supplemental  indenture pursuant to this Article may,
and shall if required by the  Trustee,  bear a notation in form  approved by the
Trustee as to any matter  provided for in such  supplemental  indenture.  If the
Company shall so determine,  new Securities  including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such  supplemental  indenture  may be prepared  and  executed by the Company and
authenticated   and  delivered  by  the  Trustee  in  exchange  for  Outstanding
Securities including any coupons of such series.

          Section 8.7.  NOTICE OF  SUPPLEMENTAL  INDENTURE.  Promptly  after the
execution  by the  Company  and  the  appropriate  Trustee  of any  supplemental
indenture pursuant to Section 8.2, the Company shall transmit, in the manner and
to the extent  provided  in  Section  1.6,  to all  Holders of any series of the
Securities  affected  thereby,  a notice  setting  forth in  general  terms  the
substance of such supplemental indenture.


                                    ARTICLE 9

                                    COVENANTS

          Section 9.1. PAYMENT OF PRINCIPAL,  PREMIUM, IF ANY, AND INTEREST,  IF
ANY.  The  Company  covenants  and agrees for the benefit of the Holders of each
series of  Securities  that it will duly and  punctually  pay the  principal of,
premium,  if any,  and  interest,  if any, on the  Securities  of that series in
accordance  with  the  terms  of the  Securities  of such  series,  any  coupons
appertaining thereto and this Indenture. An installment of principal or interest
shall be  considered  paid on the date it is due if the Trustee or Paying  Agent
holds on that date money  designated for and sufficient to pay the  installment.


<PAGE>

Unless  otherwise  specified as  contemplated by Section 3.1 with respect to any
series of  Securities  or except as  otherwise  provided  in  Section  3.7,  any
interest due on Bearer  Securities on or before  Maturity  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced  thereby as they severally  mature. If so provided
in the terms of any series of Securities established as provided in Section 3.1,
the interest,  if any, due in respect of any temporary Securities in global form
or  definitive  Security in global form,  together with any  additional  amounts
payable in respect  thereof,  as  provided in the terms and  conditions  of such
Security,  shall be  payable  only upon  presentation  of such  Security  to the
Trustee for notation thereon of the payment of such interest.

          Section  9.2.  MAINTENANCE  OF OFFICE OR AGENCY.  If  Securities  of a
series are issued as  Registered  Securities,  the Company will maintain in each
Place of  Payment  for any  series of  Securities  an  office  or  agency  where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities of that series and this  Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Company will maintain, (i) subject
to any laws or regulations applicable thereto, an office or agency in a Place of
Payment  for that  series  which is located  outside  the United  States,  where
Securities of that series and related  coupons may be presented and  surrendered
for payment; provided, however, that if the Securities of that series are listed
on any stock exchange  located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in any required city located outside the United States,  as the case
may be, so long as the  Securities  of that series are listed on such  exchange,
and (ii) subject to any laws or regulations  applicable  thereto,  in a Place of
Payment for that series located outside the United States,  where  Securities of
that series may be surrendered  for exchange and where notices and demands to or
upon the Company in respect of the  Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location,  and any change in the location,  of any such office or agency.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the
Trustee as its agent to receive all such presentations,  surrenders, notices and
demands.

          Unless otherwise  specified as contemplated by Section 3.1, no payment
of  principal,  premium or  interest on Bearer  Securities  shall be made at any
office or agency of the  Company in the United  States,  by check  mailed to any
address in the United  States,  by transfer to an account  located in the United
States  or upon  presentation  or  surrender  in the  United  States of a Bearer
Security  or coupon for  payment,  even if the  payment  would be credited to an
account  located  outside the United  States;  provided,  however,  that, if the
Securities  of a series  are  denominated  and  payable in  Dollars,  payment of
principal  of and any premium or interest on any such Bearer  Security  shall be
made at the office of the  Company's  Paying Agent in the Borough of  Manhattan,
The City of New York,  if (but only if) payment in Dollars of the full amount of
such  principal,  premium  or  interest,  as the case may be, at all  offices or


<PAGE>

agencies outside the United States  maintained for the purpose of the Company in
accordance  with this Indenture is illegal or effectively  precluded by exchange
controls or other similar restrictions.

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

          Unless otherwise specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent.

          Section  9.3.  MONEY FOR  SECURITIES  TO BE HELD IN  TRUST;  UNCLAIMED
MONEY. If the Company shall at any time act as its own Paying Agent with respect
to any  series  of  Securities,  it  will,  on or  before  each  due date of the
principal  of,  premium,  if any, or interest on any of the  Securities  of that
series,  segregate  and hold in trust for the  benefit of the  Persons  entitled
thereto a sum sufficient to pay the principal,  premium, if any, or interest, if
any, so becoming  due until such sums shall be paid to such Persons or otherwise
disposed of as herein  provided and will promptly  notify the Trustee in writing
of its action or failure so to act.

          The Company will cause each Paying Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section, that such Paying Agent will:

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

               (2) give the Trustee notice of any default by the Company (or any
     other  obligor  upon the  Securities  of that  series) in the making of any
     payment  of  principal,  premium,  if any,  or  interest,  if  any,  on the
     Securities;

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

               (4) acknowledge,  accept and agree to comply in all respects with
     the  provisions  of this  Indenture  relating  to the  duties,  rights  and
     disabilities of the Paying Agent.

          The  Company  may at any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or


<PAGE>

by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company in trust for the payment of any  principal,  premium,  if any, or
interest,  if any, on any Security of any series and remaining unclaimed for two
years after such principal, premium, if any, or interest, if any, has become due
and payable shall be paid to the Company on Company  Request or (if then held by
the  Company)  shall be  discharged  from  such  trust;  and the  Holder of such
Security and coupon, if any, shall thereafter, as an unsecured general creditor,
look only to the Company for payment  thereof,  and all liability of the Trustee
or such Paying Agent with respect to such trust money,  and all liability of the
Company as trustee thereof, shall thereupon cease;  provided,  however, that the
Trustee or such Paying Agent,  before being required to make any such repayment,
may at the expense of the Company  cause to be  published  once,  in a newspaper
published in the English  language,  customarily  published on each Business Day
and of  general  circulation  in The City of New York,  or cause to be mailed to
such Holder,  notice that such money remains  unclaimed  and that,  after a date
specified  therein,  which  shall not be less than 30 days from the date of such
publication,  any unclaimed  balance of such money then remaining will be repaid
to the Company.

          Section 9.4.  CORPORATE  EXISTENCE.  Subject to Article 7, the Company
will at all times do or cause to be done all things  necessary  to preserve  and
keep in full  force and  effect  its  corporate  existence  and its  rights  and
franchises;  provided  that  nothing  in this  Section  9.4  shall  prevent  the
abandonment or termination of any right or franchise of the Company,  if, in the
opinion of the Company, such abandonment or termination is in the best interests
of the  Company  and does not  materially  adversely  affect the  ability of the
Company to operate its business or to fulfill its obligations hereunder.

          Section 9.5. REPORTS BY THE COMPANY. The Company covenants:

          (a) to file with the  Trustee,  within 30 days  after the  Company  is
required to file the same with the Commission,  copies of the annual reports and
of the  information,  documents and other reports (or copies of such portions of
any of the  foregoing  as the  Commission  may from  time to time by  rules  and
regulations  prescribe)  which it may be  required  to file with the  Commission
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended;  or if it is not required to file information,  documents or reports
pursuant  to either of such  sections,  then to file  with the  Trustee  and the
Commission,  in accordance  with rules and  regulations  prescribed from time to
time by the  Commission,  such of the  supplementary  and periodic  information,
documents  and  reports  which may be  required  pursuant  to  Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a Security listed and
registered on a national  securities  exchange as may be prescribed from time to
time in such rules and regulations;


<PAGE>

          (b) to file with the Trustee and the  Commission,  in accordance  with
the rules and regulations  prescribed from time to time by the Commission,  such
additional  information,  documents and reports with respect to compliance by it
with the conditions and covenants  contained or provided for in this  Indenture,
as may be required from time to time by such rules and regulations; and

          (c) to transmit to all Holder of Securities,  within 30 days after the
filing  thereof  with the Trustee,  in the manner and to the extent  provided in
Section 313(c) of the Trust  Indenture  Act, such summaries of any  information,
documents and reports required to be filed by it pursuant to subsections (a) and
(b) of this Section 9.5, as may be required by rules and regulations  prescribed
from time to time by the Commission.

          Section 9.6. ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULT. The Company
covenants and agrees to deliver to the Trustee, within 120 days after the end of
each  fiscal  year  of the  Company,  a brief  certificate  from  the  principal
executive officer,  principal financial officer, or principal accounting officer
as to his or her knowledge of the Company's  compliance  with all conditions and
covenants  under this  Indenture.  For purposes of Section 9.7, such  compliance
shall be  determined  without  regard to any period of grace or  requirement  of
notice  provided under this  Indenture.  The Company shall file with the Trustee
written notice of occurrence of any Event of Default within thirty Business Days
of its becoming aware of any such Event of Default.

          Section 9.7. WAIVER OF CERTAIN  COVENANTS AND CONDITIONS.  The Company
may omit in any particular instance to comply with any term, covenant, provision
or condition set forth in Sections 9.4 through 9.6,  inclusive,  or  established
pursuant to Section 3.1 with respect to the  Securities  of any series if before
or after the time for such compliance the Holders of not less than a majority in
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waiver such compliance in such instance or generally waive
compliance with such term, covenant,  provision or condition, but no such waiver
shall extend to or affect such term, covenant,  provision or condition except to
the extent so expressly  waived,  and, until such waiver shall become effective,
the  obligations  of the Company and the duties of the Trustee in respect of any
such term,  covenant,  provision  or  condition  shall  remain in full force and
effect.


                                   ARTICLE 10

                                   REDEMPTION

          Section 10.1. APPLICABILITY OF ARTICLE. Securities (including coupons,
if any) of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise  specified as
contemplated  by Section 3.1 for  Securities of any series) in  accordance  with
this Article.

          Section 10.2. ELECTION TO REDEEM;  NOTICE TO TRUSTEE.  The election of
the  Company to redeem  any  Securities,  including  coupons,  if any,  shall be
evidenced by a Board  Resolution or, in the case of an election made pursuant to


<PAGE>

authority granted in a Board Resolution,  an Officer's Certificate.  In the case
of any redemption at the election of the Company of less than all the Securities
of coupons,  if any, of any series, the Company shall, at least 60 days prior to
the  Redemption  Date fixed by the  Company  (unless a shorter  notice  shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
to the tenor of the Securities to be redeemed.  In the case of any redemption of
Securities  (i) prior to the expiration of any  restriction  on such  redemption
provided in the terms of such  Securities or elsewhere in this Indenture or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such  Securities,  the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction or condition.

          Section 10.3. SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified  as  contemplated  by  Section  3.1,  if less than all the  Securities
(including  coupons,  if any) of a series  with the same  original  issue  date,
interest rate and Stated Maturity are to be redeemed, the Trustee, not more than
45 days prior to the Redemption  Date, shall select the Securities of the series
to be redeemed in such  manner as the Trustee  shall deem fair and  appropriate.
The Trustee  shall make the  selection  from  Securities  of the series that are
Outstanding  and that have not  previously  been called for  redemption  and may
provide for the  selection  for  redemption  of  portions  (equal to the minimum
authorized denomination for Securities including coupons, if any, of that series
or any  integral  multiple  thereof)  of the  principal  amount  of  Securities,
including  coupons,  if any,  of such series of a  denomination  larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for  redemption  and,  in  the  case  of any  Securities  selected  for  partial
redemption, the principal amount thereof to be redeemed.

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

          Section 10.4.  NOTICE OF  REDEMPTION.  Unless  otherwise  specified as
contemplated by Section 3.1,  notice of redemption  shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

          All notices of redemption shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

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


<PAGE>

               (4) in case any  Security  is to be  redeemed  in part only,  the
     notice  which  relates to such  Security  shall state that on and after the
     Redemption Date, upon surrender of such Security,  the Holder will receive,
     without a charge, a new Security or Securities of authorized  denominations
     for the principal amount thereof remaining unredeemed;

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

               (6) that  Securities of the series called for  redemption and all
     unmatured coupons, if any,  appertaining thereto must be surrendered to the
     Paying Agent to collect the redemption price;

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

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

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

               (10) CUSIP number (if any).

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

          Section 10.5.  DEPOSIT OF REDEMPTION  PRICE. On or prior to 12:00 Noon
New York City time on any  Redemption  Date,  the Company shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as  provided  in Section  9.3) an amount of
money in the  currency or  currencies  (including  currency  units or  composite
currencies)  in which the  Securities  of such  series  are  payable  (except as
otherwise  specified  pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption  Date the  Redemption  Price of, and (unless
the Redemption Date shall be an Interest Payment Date) interest, if any, accrued
to the Redemption  Date on, all  Securities or portions  thereof which are to be
redeemed on that date.

          Unless any  Security by its terms  prohibits  any sinking fund payment
obligation  from  being   satisfied  by  delivering  and  crediting   Securities
(including  Securities  redeemed  otherwise  than through a sinking  fund),  the
Company may deliver such  Securities to the Trustee for  crediting  against such
payment  obligation in  accordance  with the terms of such  Securities  and this
Indenture.


<PAGE>

          Section  10.6.  SECURITIES  PAYABLE  ON  REDEMPTION  DATE.  Notice  of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified,  and from and after  such date  (unless  the  Company  shall
default in the payment of the  Redemption  Price and accrued  interest,  if any)
such  Securities  shall  cease to bear  interest  and the  coupons  for any such
interest  appertaining to any Bearer  Security so to be redeemed,  except to the
extent provided below,  shall be void. Except as provided in the next succeeding
paragraph,  upon surrender of any such Security,  including coupons, if any, for
redemption in accordance  with said notice,  such Security  shall be paid by the
Company at the Redemption Price,  together with accrued interest, if any, to the
Redemption Date; provided,  however,  that installments of interest,  if any, on
Bearer  Securities  whose Stated  Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency  located  outside the United States
and its  possessions  (except as otherwise  provided in Section 9.2) and, unless
otherwise  specified as contemplated by Section 3.1, only upon  presentation and
surrender  of coupons for such  interest;  and  provided  further  that,  unless
otherwise specified as contemplated by Section 3.1, installments of interest, if
any, on Registered  Securities  whose Stated Maturity is prior to the Redemption
Date  shall  be  payable  to the  Holder  of  such  Securities,  or one or  more
Predecessor  Securities,  registered  as such at the  close of  business  on the
relevant  Record Dates  according to their terms and the  provisions  of Section
3.7.

          If  any  Bearer  Security  surrendered  for  redemption  shall  not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption  Price an amount
equal to the face amount of all such missing  coupons,  or the surrender of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent  harmless.  If thereafter the Holder of such Bearer
Security  shall  surrender  to the Trustee or any Paying  Agent any such missing
coupon in respect of which a deduction  shall have been made from the Redemption
Price,  such  Holder  shall be  entitled  to  receive  the  amount so  deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency  located  outside of the United States  (except as otherwise
provided   pursuant  to  Section  9.2)  and,  unless   otherwise   specified  as
contemplated  by Section  3.1,  only upon  presentation  and  surrender of those
coupons.

          If any  Security  called  for  redemption  shall  not be so paid  upon
surrender  thereof for  redemption,  the principal (and premium,  if any) shall,
until  paid,  bear  interest  from  the  Redemption  Date at the  rate,  if any,
prescribed therefor in the Security.

          Section  10.7.  SECURITIES  REDEEMED  IN  PART.  Upon  surrender  of a
Security that is redeemed in part at any Place of Payment therefor (with, if the
Company or the Trustee so requires,  due endorsement by, or a written instrument
of transfer in form  satisfactory  to the Company and the Trustee duly  executed
by, the Holder thereof or his attorney duly authorized in writing),  the Company
shall  execute and the Trustee shall  authenticate  and deliver to the Holder of
that Security,  without service charge, a new Security or Securities of the same
series  and of like  tenor  with the same  form  and the  same  Maturity  in any
authorized  denomination  equal in aggregate  principal amount to the unredeemed
portion of the principal of the Security  surrendered;  provided,  however, that
the  Depositary  need not  surrender  a  Security  in global  form for a partial


<PAGE>

redemption  and may be  authorized  to make a notation on such  Security of such
partial redemption.  In the case of a partial redemption of a Security in global
form, the Depositary,  and in turn, the  participants  in the Depositary,  shall
have the responsibility to select any Securities to be redeemed by random lot.


                                   ARTICLE 11

                                  SINKING FUNDS

          Section 11.1. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be  applicable  to any sinking fund for the  retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  3.1 for
Securities of such series.

          The minimum  amount of any sinking  fund  payment  provided for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment," and any payment in excess of such minimum amount  provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  11.2.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of any  series  as  provided  for by  the  terms  of
Securities of such series.

          Section 11.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH  SECURITIES.
The Company (i) may deliver  Outstanding  Securities of a series (other than any
previously called for redemption)  together, in the case of Bearer Securities of
such series, with all unmatured coupons  appertaining thereto and (ii) may apply
as a credit  Securities  of a series  which  have  been  redeemed  either at the
election of the Company  pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities,  in each case in satisfaction of all or any part of any sinking
fund payment with respect to the  Securities of such series  required to be made
pursuant to the terms of such  Securities  as provided  for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

          Section 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking  fund  payment  date for any series of  Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an  Officer's  Certificate  specifying  the amount of the
next ensuing  sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion  thereof,  if any,  which is to be satisfied by  delivering  and
crediting  Securities  of that  series  pursuant  to Section  11.2 and will also
deliver to the Trustee any Securities to be so delivered.  Not less than 30 days
before  each such  sinking  fund  payment  date,  the Trustee  shall  select the
Securities  to be redeemed  upon such  sinking  fund  payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the  expense  of the  Company in the  manner  provided  in


<PAGE>

Section  10.4.  Such  notice  having  been duly given,  the  redemption  of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
10.6 and 10.7.

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

          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 instrument.


<PAGE>

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

                                                 CONTINENTAL AIRLINES, INC.,
                                                 as Issuer


                                                 By
                                                   -----------------------------
                                                   Title:
Attest:


- -----------------------------
Title:

                                                 BANK ONE, N.A., as Trustee


                                                 By
                                                   -----------------------------
                                                   Title:
Attest:


- -----------------------------
Title:



                                                                    EXHIBIT 4.2


                         FORM OF SUBORDINATED INDENTURE



<PAGE>

                       CONTINENTAL AIRLINES, INC., Issuer


                                       to


                             BANK ONE, N.A., Trustee


                                    INDENTURE


                              Dated as of [ ], 1997








                            Providing for Issuance of
                     Subordinated Debt Securities in Series


<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

ARTICLE 1       DEFINITIONS AND OTHER PROVISIONS OF
                GENERAL APPLICATION.........................................  1

     1.1        Definitions.................................................  1
     1.2        Compliance Certificates and Opinions........................  9
     1.3        Form of Documents Delivered to Trustee...................... 10
     1.4        Acts of Holders............................................. 11
     1.5        Notices, etc., to Trustee and Company....................... 12
     1.6        Notice to Holders; Waiver................................... 13
     1.7        Headings and Table of Contents.............................. 14
     1.8        Successors and Assigns...................................... 14
     1.9        Separability................................................ 14
     1.10       Benefits of Indenture....................................... 14
     1.11       Governing Law............................................... 14
     1.12       Legal Holidays.............................................. 14
     1.13       Trustee to Establish Record Dates........................... 15
     1.14       No Security Interest Created................................ 15
     1.15       Liability Solely Corporate.................................. 15

ARTICLE 2       SECURITY FORMS.............................................. 15

     2.1        Forms Generally............................................. 15
     2.2        Form of Trustee's Certificate of Authentication............. 16
     2.3        Securities in Global Form................................... 16

ARTICLE 3       THE SECURITIES.............................................. 17

     3.1        Amount Unlimited; Issuable in Series........................ 17
     3.2        Denominations............................................... 21
     3.3        Execution, Authentication, Delivery and Dating.............. 21
     3.4        Temporary Securities........................................ 25
     3.5        Registration, Registration of Transfer and Exchange......... 26
     3.6        Replacement Securities...................................... 30
     3.7        Payment of Interest; Interest Rights Preserved.............. 31

     3.8        Persons Deemed Owners....................................... 33
     3.9        Cancellation................................................ 33
     3.10       Computation of Interest..................................... 34
     3.11       Currency and Manner of Payment in Respect of Securities..... 34
     3.12       Appointment and Resignation of Exchange Rate Agent.......... 38
     3.13       CUSIP Numbers............................................... 39
     3.14       Judgments................................................... 39


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                            PAGE
                                                                            ----
ARTICLE 4       SATISFACTION, DISCHARGE AND DEFEASANCE...................... 40

     4.1        Termination of Company's Obligations Under the Indenture.... 40
     4.2        Application of Trust Funds.................................. 41
     4.3        Applicability of Defeasance Provisions; Company Option
                to Effect Defeasance or Covenant Defeasance................. 41
     4.4        Defeasance and Discharge.................................... 42
     4.5        Covenant Defeasance......................................... 42
     4.6        Conditions to Defeasance or Covenant Defeasance............. 43
     4.7        Deposited Money and Government Obligations To Be Held in
                Trust....................................................... 44
     4.8        Transfers and Distribution at Company Request............... 45
     4.9        Reinstatement............................................... 46

ARTICLE 5        DEFAULTS AND REMEDIES...................................... 46

      5.1        Events of Default.......................................... 46
      5.2        Acceleration; Rescission and Annulment..................... 47
      5.3        Collection of Indebtedness and Suits for Enforcement by
                 Trustee.................................................... 48
      5.4        Trustee May File Proofs of Claim........................... 49
      5.5        Trustee May Enforce Claims Without Possession of
                 Securities................................................. 49
      5.6        Delay or Omission Not Waiver............................... 50
      5.7        Waiver of Past Defaults.................................... 50
      5.8        Control by Majority........................................ 50
      5.9        Limitation on Suits by Holders............................. 50
      5.10       Rights of Holders to Receive Payment....................... 51
      5.11       Application of Money Collected............................. 51
      5.12       Restoration of Rights and Remedies......................... 52
      5.13       Rights and Remedies Cumulative............................. 52
      5.14       Undertaking for Costs...................................... 52
      5.15       Waiver of Stay or Extension Laws........................... 52

ARTICLE 6        THE TRUSTEE................................................ 53

      6.1        Certain Duties and Responsibilities........................ 53
      6.2        Rights of Trustee.......................................... 53
      6.3        Trustee May Hold Securities................................ 54
      6.4        Money Held in Trust........................................ 54
      6.5        Trustee's Disclaimer....................................... 54
      6.6        Notice of Defaults......................................... 54
      6.7        Reports by Trustee to Holders.............................. 55
      6.8        Securityholder Lists....................................... 55


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                            PAGE
                                                                            ----
      6.9        Compensation and Indemnity................................. 55
      6.10       Replacement of Trustee..................................... 56
      6.11       Acceptance of Appointment by Successor..................... 57
      6.12       Eligibility; Disqualification.............................. 59
      6.13       Merger, Conversion, Consolidation or Succession to
                 Business................................................... 59
      6.14       Appointment of Authenticating Agent........................ 59
      6.15       Trustee's Application for Instructions from the Company.... 61
      6.16       Preferential Collection of Claims Against Company.......... 61

ARTICLE 7        CONSOLIDATION, MERGER OR SALE BY THE COMPANY............... 61

      7.1        Consolidation, Merger or Sale of Assets by the Company
                 Permitted.................................................. 61
      7.2        Successor Corporation Substituted.......................... 62

ARTICLE 8        SUPPLEMENTAL INDENTURES.................................... 62

      8.1        Supplemental Indentures without Consent of Holders......... 62
      8.2        Supplemental Indentures with Consent of Holders............ 64
      8.3        Compliance with Trust Indenture Act........................ 65
      8.4        Execution of Supplemental Indentures....................... 65
      8.5        Effect of Supplemental Indentures.......................... 65
      8.6        Reference in Securities to Supplemental Indentures......... 65
      8.7        Notice of Supplemental Indenture........................... 65

ARTICLE 9       COVENANTS................................................... 65

     9.1        Payment of Principal, Premium, if Any, and Interest, if Any. 65
     9.2        Maintenance of Office or Agency............................. 66
     9.3        Money for Securities to Be Held in Trust; Unclaimed Money... 67
     9.4        Corporate Existence......................................... 68
     9.5        Reports by the Company...................................... 68
     9.6        Annual Review Certificate; Notice of Default................ 69
     9.7        Waiver of Certain Covenants and Conditions.................. 69

ARTICLE 10      REDEMPTION.................................................. 69

     10.1       Applicability of Article.................................... 69
     10.2       Election to Redeem; Notice to Trustee....................... 70
     10.3       Selection of Securities To Be Redeemed...................... 70
     10.4       Notice of Redemption........................................ 70
     10.5       Deposit of Redemption Price................................. 71


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                            PAGE
                                                                            ----
     10.6       Securities Payable on Redemption Date....................... 72
     10.7       Securities Redeemed in Part................................. 73

ARTICLE 11      SINKING FUNDS............................................... 72

      11.1      Applicability of Article.................................... 72
      11.2      Satisfaction of Sinking Fund Payments with Securities....... 72
      11.3      Redemption of Securities for Sinking Fund................... 72

ARTICLE 12      SUBORDINATION OF SECURITIES................................. 73

     12.1       Securities Subordinated to Senior Indebtedness.............. 73
     12.2       No Payments in Certain Circumstances; Payment Over of
                Proceeds Upon Dissolution Etc............................... 74
     12.3       Notice to Trustee of Specified Events; Reliance on
                Certificate of Liquidating Agent............................ 75
     12.4       Holders Authorize Trustee to Effectuate Subordination of
                Securities.................................................. 76
     12.5       Trustee Not Charged with Knowledge of Prohibition........... 76
     12.6       Trustee Not Fiduciary for Holders of Senior Indebtedness.... 76
     12.7       Right of Trustee to Hold Senior Indebtedness................ 77
     12.8       Trustee's Compensation Not Prejudiced....................... 77
     12.9       Payment Agent Other Than the Trustee........................ 77
     12.10      Trust Moneys Not Subordinated............................... 77

SIGNATURES      ............................................................ 78



<PAGE>

Reconciliation and tie between  Indenture,  dated as of [ ], 1997, and the Trust
Indenture Act of 1939, as amended.


<TABLE>
<CAPTION>

TRUST INDENTURE ACT                    
    OF 1939 SECTION                    INDENTURE SECTION
- -------------------                    -----------------
<S>                                    <C> 
310(a)(1)                              6.12
      (a)(2)                           6.12
      (a)(3)                           TIA
      (a)(4)                           Not Applicable
      (a)(5)                           TIA
      (b)                              6.10; 6.12; TIA

311(a)                                 TIA
   (b)                                 TIA
   (c)                                 Not Applicable

312(a)                                 6.8
   (b)                                 TIA
   (c)                                 TIA

313(a)                                 6.7; TIA
   (b)                                 TIA
   (c)                                 TIA
   (d)                                 TIA

314(a)                                 9.6; 9.7; TIA
   (b)                                 Not Applicable
   (c)(1)                              1.2
   (c)(2)                              1.2
   (c)(3)                              Not Applicable
   (d)                                 Not Applicable
   (e)                                 1.2
   (f)                                 TIA

315(a)                                 TIA
   (b)                                 6.6
   (c)                                 TIA
   (d)(1)                              TIA
   (d)(2)                              TIA
   (d)(3)                              TIA
   (e)                                 TIA
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

TRUST INDENTURE ACT                    
    OF 1939 SECTION                    INDENTURE SECTION
- -------------------                    -----------------
<S>                                    <C> 
316(a) (last sentence)                 1.1
   (a)(1)(A)                           5.2; 5.8
   (a)(1)(B)                           5.7
   (b)                                 5.9; 5.10
   (c)                                 TIA

317(a)(1)                              5.3
   (a)(2)                              5.4
   (b)                                 9.3

318(a)                                 1.11
   (b)                                 TIA
   (c)                                 1.11; TIA

</TABLE>


- ----------------------------------
This reconciliation and tie section does not constitute part of the Indenture.


<PAGE>

          INDENTURE,  dated as of [ ], 1997, among CONTINENTAL AIRLINES, INC., a
Delaware  corporation (the "Company"),  as issuer and BANK ONE, N.A., as Trustee
(the "Trustee").

                                    RECITALS
                                    --------

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

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

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


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 1.1. DEFINITIONS.

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

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

               (2) all other  terms used  herein  which are defined in the Trust
     Indenture Act, either directly or by reference  therein,  have the meanings
     assigned to them therein;

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

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

          "AFFILIATE"  of any  specified  Person  means any Person  directly  or
indirectly  controlling  or  controlled  by, or under direct or indirect  common


<PAGE>

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

          "AGENT" means any Paying Agent or Registrar.

          "AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

          "AUTHORIZED  NEWSPAPER" means a newspaper of general  circulation,  in
the official  language of the country of publication or in the English language,
customarily  published  on  each  Business  Day  whether  or  not  published  on
Saturdays,  Sundays  or  holidays,  and of general  circulation  in the place in
connection  with which the term is used or in the  financial  community  of such
place. Whenever successive  publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise  expressly  provided herein) on any
Business Day and in the same or different Authorized Newspapers.

          "BEARER  SECURITY"  means  any  Security  in the form  (to the  extent
applicable  thereto)  established  pursuant  to Section  2.1 which is payable to
bearer  (including  any  Security in global form payable to bearer) and title to
which passes by delivery only, but does not include any coupons.

          "BOARD" or "BOARD OF  DIRECTORS"  means the Board of  Directors of the
Company,  the  Executive  Committee of the Company or any other duly  authorized
committee of such Board of Directors.

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

          "BUSINESS  DAY", when used with respect to any Place of Payment or any
other  particular  location  referred to in this Indenture or in the Securities,
means,  unless  otherwise  specified with respect to any Securities  pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which  banking  institutions  in that  Place  of  Payment  or  particular
location are authorized or obligated by law or executive order to close.

          "CAPITAL  LEASE" means any lease  obligation of a Person incurred with
respect to real property or equipment acquired or leased by such Person and used
in its  business  that is required  to be  recorded  on its  balance  sheet as a
capitalized lease in accordance with generally  accepted  accounting  principles
consistently applied.

          "COMMISSION"  means the  Securities and Exchange  Commission,  as from
time to time constituted,  created under the Securities Exchange Act of 1934, as
amended,  or,  if at any  time  after  the  execution  of  this  Indenture  such


<PAGE>

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

          "COMPANY" means the Person named as the Company in the first paragraph
of this  Indenture  until one or more successor  corporations  shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
means such successor or successors.

          "COMPANY ORDER" and "COMPANY  REQUEST" mean,  respectively,  a written
order or request signed in the name of the Company by the Chairman of the Board,
the President,  any Executive Vice  President,  any Senior Vice President or any
Vice  President,  signing alone,  or, with respect to Sections 3.3, 3.4, 3.5 and
6.1,  any  other  employee  of the  Company  named in an  Officer's  Certificate
delivered to the Trustee.

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

          "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Trustee at which at any particular  time its corporate  trust business shall
be principally  administered,  which office at the date hereof is located at 100
East Broad Street, Columbus, Ohio 43215.

          "CORPORATION"  includes  corporations,   associations,  companies  and
business trusts.

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

          "DEFAULT"  means any event  which is, or after  notice or  passage  of
time, or both, would be, an Event of Default.

          "DEPOSITARY",  when used with respect to the  Securities  of or within
any  series  issuable  or issued in whole or in part in global  form,  means the
Person  designated as Depositary by the Company  pursuant to Section 3.1 until a
successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter  shall mean or include each Person
which is then a Depositary hereunder,  and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

          "DOLLAR"  and the sign "$" mean  the coin or  currency  of the  United
States  which at the time of payment is legal  tender for the  payment of public
and private debts.

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

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


<PAGE>

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

          "EXCHANGE  RATE  AGENT",  when used with respect to  Securities  of or
within  any  series,  means,  unless  otherwise  specified  with  respect to any
Securities  pursuant to Section 3.1, a New York Clearing  House bank  designated
pursuant to Section 3.1 or Section 3.12.

          "EXCHANGE  RATE  OFFICER'S  CERTIFICATE"  means a certificate  setting
forth (i) the  applicable  Market  Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign  Currency  amounts of principal (and premium,  if
any) and interest,  if any (of an aggregate basis and on the basis of a Security
having the lowest  denomination  principal  amount in the  relevant  currency or
currency unit), payable with respect to a Security of any series on the basis of
such  Market  Exchange  Rate or the  applicable  bid  quotation,  signed  by the
Treasurer,  any Executive Vice President,  any Senior Vice  President,  any Vice
President or any Assistant Treasurer of the Company.

          "FOREIGN  CURRENCY" means any currency issued by the government of one
or  more   countries   other  than  the  United  States  or  by  any  recognized
confederation or association of such governments.

          "GOVERNMENT   OBLIGATIONS"  means  securities  which  are  (i)  direct
obligations  of the United  States or, if specified as  contemplated  by Section
3.1,  the  government  which issued the  currency in which the  Securities  of a
particular  series  are  payable,  for the  payment  of which its full faith and
credit is pledged or (ii)  obligations  of a Person  controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as  contemplated  by Section  3.1,  such  government  which  issued the  foreign
currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government,  which, in either case, are not callable
or  redeemable  at the option of the issuer  thereof,  and shall also  include a
depositary  receipt  issued by a bank or trust company as custodian with respect
to any such  Government  Obligation  or a  specific  payment of  interest  on or
principal  of any such  Government  Obligation  held by such  custodian  for the
account of the holder of a depositary receipt, PROVIDED that (except as required
by law) such  custodian is not  authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government  Obligation  evidenced by such depositary
receipt.

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

          "INDENTURE" means this Indenture as originally  executed or as amended
or supplemented from time to time and shall include the forms and terms (but not
defined terms  established  by or pursuant to a Board  Resolution) of particular
series of Securities established as contemplated by Sections 2.1 and 3.1.


<PAGE>

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

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

          "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "MARKET EXCHANGE RATE" means,  unless otherwise specified with respect
to any Securities  pursuant to Section 3.1, (i) for any  conversion  involving a
currency unit on the one hand and Dollars or any Foreign  Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency  calculated  by the method  specified  pursuant  to Section 3.1 for the
Securities of the relevant  series,  (ii) for any conversion of Dollars into any
Foreign  Currency,  the noon buying  rate for such  Foreign  Currency  for cable
transfers  quoted in New York City as  certified  for  customs  purposes  by the
Federal  Reserve  Bank of New York and (iii) for any  conversion  of one Foreign
Currency into Dollars or another Foreign  Currency,  the spot rate at noon local
time in the  relevant  market  at  which,  in  accordance  with  normal  banking
procedures,  the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City,  London or any other principal market
for Dollars or such purchased Foreign  Currency,  in each case determined by the
Exchange Rate Agent.  Unless otherwise  specified with respect to any Securities
pursuant  to  Section  3.1,  in the  event of the  unavailability  of any of the
exchange  rates provided for in the foregoing  clauses (i), (ii) and (iii),  the
Exchange Rate Agent shall use, in its sole  discretion and without  liability on
its part,  such quotation of the Federal Reserve Bank of New York as of the most
recent  available  date, or quotations  from one or more major banks in New York
City,  London or other  principal  market for such  currency or currency unit in
question  (which  may  include  any such  bank  acting  as  Trustee  under  this
Indenture),  or such other  quotations  as the  Exchange  Rate Agent  shall deem
appropriate.  Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any  currency or currency  unit by reason of
foreign exchange  regulations or otherwise,  the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident  issuer of
securities  designated  in such  currency or currency  unit would  purchase such
currency  or  currency  unit  in  order  to make  payments  in  respect  of such
securities.

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

          "OFFICER"  means  the  Chairman  of  the  Board,  the  President,  any
Executive Vice  President,  any Senior Vice President,  any Vice President,  the
Treasurer or Secretary of the Company.


<PAGE>

          "OFFICER'S  CERTIFICATE"  means a certificate  signed by an Officer of
the Company signing alone, and delivered to the Trustee.

          "OPINION OF COUNSEL" means a written opinion of legal counsel, who may
be (a) an attorney employed by the Company, (b) Hughes Hubbard & Reed LLP or (c)
other  counsel  designated  by the  Company and who shall be  acceptable  to the
Trustee.

          "ORIGINAL  ISSUE DISCOUNT  SECURITY" means any Security which provides
for an amount  less  than the  stated  principal  amount  thereof  to be due and
payable upon  declaration of  acceleration of the Maturity  thereof  pursuant to
Section 5.2.

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

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

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

               (iii)  Securities,  except to the extent provided in Sections 4.4
     and 4.5., with respect to which the Company has effected  defeasance and/or
     covenant defeasance as provided in Article 4; and

               (iv)  Securities  which have been paid pursuant to Section 3.6 or
     in  exchange  for  or  in  lieu  of  which  other   Securities   have  been
     authenticated and delivered pursuant to this Indenture, other than any such
     Securities  in respect of which  there  shall  have been  presented  to the
     Trustee proof  satisfactory  to it that such  Securities are held by a bona
     fide purchaser in whose hands such Securities are valid  obligations of the
     Company;

PROVIDED,  HOWEVER,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or  whether
sufficient funds are available for redemption or for any other purpose,  and for
the  purpose of making the  calculations  required  by Section  313 of the Trust
Indenture  Act,  (w)  the  principal  amount  of  any  Original  Issue  Discount
Securities that may be counted in making such  determination  or calculation and
that shall be deemed to be  Outstanding  for such purpose  shall be equal to the
amount of principal  thereof  that would be (or shall have been  declared to be)
due and  payable,  at the  time of such  determination,  upon a  declaration  of
acceleration of the Maturity  thereof pursuant to Section 5.2, (x) the principal
amount of any Security  denominated in a Foreign Currency that may be counted in


<PAGE>

making such  determination  or calculation and that shall be deemed  Outstanding
for such purpose shall be equal to the Dollar  equivalent,  determined as of the
date  such  Security  is  originally  issued by the  Company  as set forth in an
Exchange Rate Officer's  Certificate  delivered to the Trustee, of the principal
amount (or, in the case of the  Original  Issue  Discount  Security,  the Dollar
equivalent  as of such date of  original  issuance of the amount  determined  as
provided in clause (w) above) of such Security,  (y) the principal amount of any
Indexed Security that may be counted in making such determination or calculation
and that  shall be deemed  Outstanding  for such  purpose  shall be equal to the
principal  face amount of such  Indexed  Security at original  issuance,  unless
otherwise provided with respect to such Security pursuant to Section 3.1 and (z)
Securities  owned by the Company or any other obligor upon the Securities or any
Affiliate  of the  Company or of such other  obligor  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall be  protected  in making  such  calculation  or in  relying  upon any such
request,  demand,  authorization,  direction,  notice,  consent or waiver,  only
Securities  which  the  Trustee  knows to be so owned  shall be so  disregarded.
Securities  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the Company or any other obligor upon the  Securities or any Affiliate of
the Company or such other obligor.

          "PAYING  AGENT" means any Person  authorized by the Company to pay the
principal of, premium, if any, or interest,  if any, on any Securities on behalf
of the Company.

          "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 or formula for determining the rate or
rates of interest  thereon,  if any,  the Stated  Maturity or Stated  Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect  thereto,  and any other terms  specified as  contemplated  by
Section 3.1 with respect  thereto,  are to be determined by the Company 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.

          "PLACE OF  PAYMENT",  when used with respect to the  Securities  of or
within any series, means the place or places where, subject to the provisions of
Section 9.2, the principal of,  premium,  if any, and interest,  if any, on such
Securities are payable as specified as contemplated by Section 3.1.

          "PREDECESSOR SECURITY" of any particular Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 3.6 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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


<PAGE>

          "REDEMPTION  PRICE",  when used with  respect  to any  Security  to be
redeemed,  in whole or in part,  means the  price at which it is to be  redeemed
pursuant to this Indenture.

          "REGISTERED  SECURITY"  means any  Security in the form (to the extent
applicable thereto)  established  pursuant to Section 2.1 which is registered as
to principal and interest in the Register.

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the  Registered  Securities  of or  within  any  series  means  the date
specified for that purpose as contemplated by Section 3.1.

          "RESPONSIBLE  OFFICER",  when used with respect to the Trustee,  shall
mean any vice president,  assistant vice president, any senior trust officer, or
any trust  officer,  in the  Corporate  Trust Office of the Trustee or any other
officer  of the  Trustee  customarily  performing  functions  similar  to  those
performed by the persons who at the time shall be such  officers,  respectively,
and also means, with respect to a particular  corporate trust matter,  any other
officer of the Trustee to whom such corporate  trust matter is referred  because
of his knowledge of and familiarity with the particular subject.

          "SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture and more particularly  means any Security or Securities of the
Company issued, authenticated and delivered under this Indenture.

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 3.7.

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

          "SUBSIDIARY"  means any  corporation  of which the Company at the time
owns or  controls,  directly  or  indirectly,  more  than 50% of the  shares  of
outstanding  stock having general voting power under ordinary  circumstances  to
elect a majority of the Board of Directors of such corporation  (irrespective of
whether  or not at the  time  stock  of any  other  class  or  classes  of  such
corporation  shall have or might have voting power by reason of the happening of
any contingency).

          "TRUST  INDENTURE  ACT"  means the  Trust  Indenture  Act of 1939,  as
amended,  as in effect on the date of this  Indenture,  except  as  provided  in
Section 8.3.

          "TRUSTEE" means the party named as such in the first paragraph of this
Indenture  until a successor  Trustee  replaces  it  pursuant to the  applicable
provisions of this Indenture,  and thereafter  means such successor  Trustee and
if, at any time, there is more than one Trustee,  "Trustee" as used with respect
to the  Securities  of any series  shall mean the  Trustee  with  respect to the
Securities of that series.


<PAGE>

          "UNITED STATES" means,  unless otherwise specified with respect to the
Securities  of any series as  contemplated  by Section 3.1, the United States of
America  (including the States and the District of Columbia),  its  territories,
its possessions and other areas subject to its jurisdiction.

          "U.S.  PERSON" means,  unless otherwise  specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen,  national or
resident  of the United  States,  a  corporation,  partnership  or other  entity
created or organized in or under the laws of the United  States or any political
subdivision  thereof,  or an estate or trust the  income of which is  subject to
United States federal income taxation regardless of its source.

          "YIELD TO  MATURITY"  means the yield to maturity,  calculated  by the
Company at the time of issuance of a series of Securities or, if applicable,  at
the most recent  determination  of interest on such series,  in accordance  with
accepted financial practice.

     (b) The following  terms shall have the meanings  specified in the Sections
referred to opposite such term below:


<TABLE>
<CAPTION>

TERM                                                             SECTION
- ----                                                             -------
<S>                                                              <C>   
"Act"                                                            1.4(a)
"Bankruptcy Law"                                                 5.1
"Component Currency"                                             3.11(h)
"Conversion Date"                                                3.11(d)
"Custodian"                                                      5.1
"Defaulted Interest"                                             3.7(b)
"defeasance"                                                     4.4
"Dollar Equivalent of the Foreign Currency"                      3.11(f)
"Dollar Equivalent of the Currency Unit"                         3.11(g)
"Election Date"                                                  3.11(h)
"Event of Default"                                               5.1
"Register"                                                       3.5
"Registrar"                                                      3.5
"Senior Indebtedness"                                           12.1
"Specified Amount"                                               3.11(h)
"Valuation Date"                                                 3.11(c)

</TABLE>


          Section  1.2.   COMPLIANCE   CERTIFICATES   AND  OPINIONS.   Upon  any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officer's  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.


<PAGE>

          Every  certificate  or  opinion  with  respect  to  compliance  with a
condition or covenant  provided for in this  Indenture  (other than  pursuant to
Sections 2.3, 3.3 and 9.7) shall include:

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

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

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

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

          Section 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered by only one  document,  but one such  Person may  certify or give an
opinion  with  respect to some  matters and one or more other such Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

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

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

          Section 1.4. ACTS OF HOLDERS. (a) Any request, demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders  may be embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by agent  duly  appointed  in  writing.  Except  as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments


<PAGE>

are delivered to the Trustee and, where it is hereby expressly required,  to the
Company.  Such instrument or instruments  (and the action  embodied  therein and
evidenced  thereby) are herein sometimes referred to as the "Act" of the Holders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of this  Indenture  and  conclusive  in  favor of the  Trustee  and the
Company,  if made in the  manner  provided  in clause (b) of this  Section  1.4.
Whenever any action or Act is to be taken hereunder by the Holders of Securities
denominated  in different  currencies  or currency  units,  then for purposes of
determining  the  principal  amount  of  Securities  held by such  Holders,  the
aggregate  principal amount of the Securities  denominated in a foreign currency
or currency  unit shall be deemed to be the Dollar  equivalent  amounts  thereof
determined by the Company on the basis of the applicable  Market  Exchange Rates
in effect as of the date of the taking of such  action or Act by the  Holders of
the requisite  percentage  in principal  amount of the  Securities  (the "Action
Date"), except that if a Conversion Event has occurred with respect to a foreign
currency or currency unit and is continuing,  the Dollar  equivalent  amounts of
Securities  denominated  in such  foreign  currency  or  currency  unit shall be
determined on the basis of the Dollar  Equivalent of the Foreign Currency or the
Dollar  Equivalent  of the Currency Unit  (computed in accordance  with Sections
3.11(f) and (g), except that for purposes of computing the Dollar  Equivalent of
the Currency Unit,  references to the "Valuation  Date" shall be deemed to refer
to the date of the taking of such action or Act by the Holders of the  requisite
percentage in principal amount of the Securities).

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

          (c) The ownership of Bearer Securities may be proved by the production
of such Bearer  Securities  or by a certificate  executed by any trust  company,
bank, banker or other depositary,  wherever situated,  if such certificate shall
be deemed by the Trustee to be  satisfactory,  showing  that at the date therein
mentioned such Person had on deposit with such  depositary,  or exhibited to it,
the  Bearer  Securities  therein  described;  or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer  Securities,  if such
certificate  or  affidavit  is deemed by the  Trustee  to be  satisfactory.  The
Trustee and the Company may assume that such  ownership  of any bearer  Security
continues until (i) another such  certificate or affidavit  bearing a later date
issued in respect of the same  Bearer  Security  is  produced,  (ii) such Bearer
Security  is produced  to the  Trustee by some other  Person,  (iii) such Bearer
Security is  surrendered  in  exchange  for a  Registered  Security or (iv) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities may
also  be  proved  in  any  other  reasonable  manner  which  the  Trustee  deems
sufficient.


<PAGE>

          (d) The  ownership  of  Registered  Securities  shall be proved by the
Register or by a certificate of the Registrar.

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

          (f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option,  by or  pursuant to an  Officer's  Certificate  delivered  to the
Trustee,  fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization,  direction, notice, consent, waiver
or other  Act,  but the  Company  shall have no  obligation  to do so. If such a
record date is fixed, such request, demand,  authorization,  direction,  notice,
consent,  waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the  purposes  of  determining  whether  Holders of the
requisite  proportion of  Outstanding  Securities  have  authorized or agreed or
consented to such request, demand,  authorization,  direction,  notice, consent,
waiver or other Act, and for that purpose the  Outstanding  Securities  shall be
computed as of such record date; PROVIDED, that no such authorization, agreement
or consent by the Holders on such record date shall be deemed  effective  unless
it shall  become  effective  pursuant  to the  provisions  of clause (a) of this
Section 1.4 no later than six months after the record date.

          (g) At any  time  prior  to (but  not  after)  the  evidencing  to the
Trustee, as provided in clause (a) of this Section 1.4, of the taking of any Act
by  the  Holders  of  the  percentage  in  aggregate  principal  amount  of  the
Outstanding  Securities specified in this Indenture in connection with such Act,
any Holder of a Security,  the number,  letter or other distinguishing symbol of
which is shown by the evidence to be included in the  Securities  the Holders of
which have consented to such Act, may, by filing written notice with the Trustee
at the  Corporate  Trust  Office and upon proof of ownership as provided in this
Section 1.4, revoke such Holder's consent to such Act so far as it concerns such
Security.

          (h) The Trustee may in any instance require further proof with respect
to any of the matters referred to in this Section 1.4 so long as this request is
a reasonable one.

          Section  1.5.  NOTICES,  ETC.,  TO TRUSTEE AND  COMPANY.  Any request,
demand,  authorization,  direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with

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


<PAGE>

               (2)  the  Company  by the  Trustee  or by  any  Holder  shall  be
     sufficient for every purpose  hereunder  (unless otherwise herein expressly
     provided) if in writing and mailed,  first-class  postage  prepaid,  to the
     Company addressed to it at 2929 Allen Parkway,  Suite 2010, Houston,  Texas
     77019,  Attention:  Chief  Executive  Officer and General Counsel or at any
     other  address  furnished in writing to the Trustee by the Company prior to
     the mailing thereof.

          Section 1.6. NOTICE TO HOLDERS;  WAIVER. Where this Indenture provides
for notice to Holders of any event,  (i) if any of the  Securities  affected  by
such event are Registered  Securities,  such notice to the Holders thereof shall
be sufficiently  given (unless otherwise herein expressly  provided or otherwise
agreed to by a Holder) if in writing and mailed, first-class postage prepaid, to
each such Holder  affected  by such  event,  at his address as it appears in the
Register,  within the time  prescribed for the giving of such notice and (ii) if
any of the Securities  affected by such event are Bearer  Securities,  notice to
the Holders thereof shall be sufficiently  given (unless  otherwise herein or in
the terms of such Bearer Securities  expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1(5).

          In any case  where  notice to Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided herein. In any case where notice
is given to Holders by publication,  neither the failure to publish such notice,
nor any defect in any notice so published,  shall affect the sufficiency of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered  Securities  given as provided  herein.  Any
notice mailed to a Holder in the manner herein  prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

          If by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice as provided above,
then such  notification  as shall be made with the approval of the Trustee shall
constitute a  sufficient  notification  for every  purpose  hereunder.  If it is
impossible or, in the opinion of the Trustee,  impracticable  to give any notice
by  publication  in the manner herein  required,  then such  publication in lieu
thereof as shall be made with the  approval of the Trustee  shall  constitute  a
sufficient publication of such notice.

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

          Where this  Indenture  provides for notice in any manner,  such notice
may be waived in writing by the Person  entitled to receive such notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,  but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


<PAGE>

          Section 1.7.  HEADINGS AND TABLE OF CONTENTS.  The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

          Section 1.8.  SUCCESSORS AND ASSIGNS.  All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns,  whether so
expressed or not.

          Section 1.9. SEPARABILITY.  In case any provision of this Indenture or
the  Securities  shall be  invalid,  illegal  or  unenforceable,  the  validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

          Section 1.10.  BENEFITS OF INDENTURE.  Nothing in this Indenture or in
the Securities,  expressed or implied,  shall give to any Person, other than the
parties hereto, any Registrar,  any Paying Agent and their successors  hereunder
and the Holders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

          Section 1.11.  GOVERNING LAW. THIS  INDENTURE,  THE SECURITIES AND ANY
COUPONS  APPERTAINING  THERETO  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.  This  Indenture is subject to the Trust
Indenture Act and if any provision  hereof  limits,  qualifies or conflicts with
the duties  imposed  on any  Person by the  provision  of  Sections  310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          Section 1.12. LEGAL HOLIDAYS.  Unless otherwise  specified pursuant to
Section 3.1 or in any  Security,  in any case where any Interest  Payment  Date,
Redemption Date,  sinking fund payment date,  Stated Maturity or Maturity of any
Security   shall  not  be  a  Business  Day  at  any  Place  of  Payment,   then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision  shall apply in lieu of this Section)  payment of principal,
premium, if any, or interest,  if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding  Business Day at such Place
of Payment with the same force and effect as if made on such date; PROVIDED that
no interest  shall accrue on the amount so payable for the period from and after
such Interest Payment Date,  Redemption Date,  sinking fund payment date, Stated
Maturity or Maturity,  as the case may be, to such  Business Day if such payment
is made or duly provided for on such Business Day.

          Section 1.13. TRUSTEE TO ESTABLISH RECORD DATES. The Trustee shall fix
a record date for the purpose of determining the Holders  entitled to make, give
or take any request, demand,  authorization,  direction, notice, consent, waiver
or  other  action  provided  in this  Indenture  to be  made,  given or taken by
Holders.  If such a record  date is fixed,  the  Holders on such record date and
only such Holders, shall be entitled to make, give or take such request, demand,
authorization,  direction,  notice,  consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.


<PAGE>

          Section 1.14. NO SECURITY INTEREST CREATED.  Nothing in this Indenture
or in the Securities or coupons, if any, express or implied,  shall be construed
to constitute a security  interest under the Uniform  Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

          Section 1.15. LIABILITY SOLELY CORPORATE. No recourse shall be had for
the payment of the  principal  of (or  premium,  if any) or the  interest on any
Securities  or coupons,  if any,  or any part  thereof,  or of the  indebtedness
represented  thereby,  or upon any  obligation,  covenant or  agreement  of this
Indenture,  against any  incorporator,  or against any  stockholder,  officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder,  officer or director of any predecessor or successor  corporation),
either  directly or through the Company (or any such  predecessor  or  successor
corporation),  whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and coupons, if
any, are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator,  stockholder, officer
or  director,  past,  present or future,  of the Company  (or any  incorporator,
stockholder,   officer  or  director  of  any  such   predecessor  or  successor
corporation),  either  directly  or  indirectly  through the Company or any such
predecessor  or  successor  corporation,  because  of  the  indebtedness  hereby
authorized or under or by reason of any of the obligations,  covenants, promises
or  agreements  contained  in  this  Indenture  or in any of the  Securities  or
coupons,  if any,  or to be implied  herefrom  or  therefrom;  and that any such
personal  liability is hereby  expressly  waived and released as a condition of,
and as part of the  consideration  for, the execution of this  Indenture and the
issue of Securities; PROVIDED, HOWEVER, that nothing herein or in the Securities
or  coupons,  if any,  contained  shall be taken to prevent  recourse to and the
enforcement  of the  liability,  if any, of any  stockholder  or  subscriber  to
capital stock upon or in respect of the shares of capital stock not fully paid.


                                    ARTICLE 2

                                 SECURITY FORMS

          Section 2.1.  FORMS  GENERALLY.  The Securities of each series and the
coupons,  if any, to be attached  thereto  shall be in  substantially  such form
(including  global  form) as shall be  established  by or pursuant to  authority
granted in a Board Resolution or in one or more indentures  supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing such  Securities and coupons,  if any, as evidenced by their
execution of the Securities and coupons, if any. If temporary  Securities of any
series are issued as  permitted  by Section  3.4, the form thereof also shall be
established  as provided in the preceding  sentence.  If the forms of Securities
and  coupons,  if any, of any series are  established  by or pursuant to a Board


<PAGE>

Resolution,  such Board Resolution (and, if applicable, an Officer's Certificate
certifying  the  action  taken  pursuant  to such  Board  Resolution)  shall  be
delivered  to the  Trustee  at or prior to the  delivery  of the  Company  Order
contemplated  by  Section  3.3  for  the  authentication  and  delivery  of such
Securities.

          Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities shall have interest coupons attached.

          The  definitive  Securities  and  coupons,  if any,  shall be printed,
lithographed  or engraved or produced by any combination of these methods 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.

          Section 2.2.  FORM OF TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.  The
Trustee's  certificate of authentication shall be in substantially the following
form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This  is  one  of  the   Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:                                           BANK ONE, N.A., as Trustee

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

          Section 2.3.  SECURITIES  IN GLOBAL FORM. If Securities of or within a
series are issuable in whole or in part in temporary or definitive  global form,
as specified as contemplated by Section 3.1, then, notwithstanding clause (8) of
Section  3.1(b) and the  provisions  of Section  3.2,  any such  Security  shall
represent  such  of the  Outstanding  Securities  of such  series  as  shall  be
specified  therein and may provide that it shall represent the aggregate  amount
of  Outstanding  Securities  from  time to time  endorsed  thereon  and that the
aggregate amount of Outstanding  Securities represented thereby may from time to
time be reduced to reflect  exchanges.  Any  endorsement of a Security in global
form to reflect the  amount,  or any  increase  or  decrease  in the amount,  or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made by the Trustee in such manner and upon instructions  given by such
Person or Persons as shall be  specified  therein or in the Company  Order to be
delivered  to the  Trustee  pursuant  to  Section  3.3 or  3.4.  Subject  to the
provisions  of Section 3.3 and, if  applicable,  Section 3.4, the Trustee  shall
deliver  and  redeliver  any  Security  in global  form in the  manner  and upon
instructions  given  by  the  Person  or  Persons  specified  therein  or in the
applicable  Company  Order.  Any  instructions  by the Company  with  respect to
endorsement  or delivery or  redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be  accompanied
by an Opinion of Counsel.

          The provisions of the last paragraph of Section 3.3 shall apply to any
Security  in  global  form if such  Security  was never  issued  and sold by the
Company  and the Company  delivers  to the  Trustee the  Security in global form
together with written  instructions  (which need not comply with Section 1.2 and
need not be  accompanied  by an Opinion of Counsel) with regard to the reduction


<PAGE>

in the principal  amount of Securities  represented  thereby,  together with the
written statement contemplated by the last paragraph of Section 3.3.

          Notwithstanding  the  provisions  of  Sections  2.1  and  3.7,  unless
otherwise  specified as  contemplated  by Section 3.1,  payment of principal of,
premium, if any, and interest, if any, on any Security in definitive global form
shall be made to the Person or Persons specified therein.


                                    ARTICLE 3

                                 THE SECURITIES

          Section 3.1. AMOUNT UNLIMITED;  ISSUABLE IN SERIES.  (a) The aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this  Indenture is unlimited.  The Securities may be issued from time to time in
one or more series.

          (b) The following matters shall be established and (subject to Section
3.3) set forth,  or determined in the manner  provided,  in a Board  Resolution,
and,  in the case of  matters  established  or  determined  pursuant  to a Board
Resolution,  set forth in an Officer's  Certificate  certifying the action taken
pursuant  to  such  Board  Resolution,  or one or more  indentures  supplemental
hereto:

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

               (2)  any  limit  upon  the  aggregate  principal  amount  of  the
     Securities of the series which may be  authenticated  and  delivered  under
     this   Indenture   (which  limit  shall  not  pertain  to  (i)   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 3.4, 3.5, 3.6, 8.6 or 10.7 and (ii) any Securities which,  pursuant
     to the last  paragraph  of  Section  3.3,  are  deemed  never to have  been
     authenticated and delivered hereunder);

               (3) the  date or  dates on which  or  periods  during  which  the
     Securities  of the  series  may be  issued,  and the date or dates  (or the
     method of determination thereof) on which the principal of (and premium, if
     any, on) the Securities of such series are or may be payable (which,  if so
     provided  in  such  Board  Resolution  or  supplemental  indenture,  may be
     determined by the Company from time to time and set forth in the Securities
     of the series issued from time to time);

               (4) the rate or rates at which the Securities of the series shall
     bear interest,  if any, or the method of calculating  such rate or rates of
     interest,  the date or dates from which such interest  shall accrue (which,
     if so provided in such Board Resolution or supplemental  indenture,  may be
     determined by the Company from time to time and set forth in the Securities
     of the series issued from time to time) or the method by which such date or
     dates shall be  determined,  the Interest  Payment  Dates on which any such
     interest  shall be payable (or the method of  determination  thereof)  and,


<PAGE>

     with respect to Registered Securities, the Regular Record Date, if any, for
     the interest  payable on any  Registered  Security on any Interest  Payment
     Date;

               (5) the place or  places  where,  subject  to the  provisions  of
     Section 9.2, the principal of,  premium,  if any, and interest,  if any, on
     Securities  of the series  shall be  payable;  the extent to which,  or the
     manner in which,  any interest payable on any Security in global form on an
     Interest Payment Date will be paid, if other than in the manner provided in
     Section 3.7; and the manner in which any principal of, or premium,  if any,
     on, any  Security in global  form will be paid,  if other than as set forth
     elsewhere herein;

               (6) the period or periods  within which,  or the date or dates on
     which, the price or prices at which, the currency or currencies  (including
     currency  units) in which,  and the other terms and conditions  upon which,
     Securities  of the  series  may be  redeemed,  in whole or in part,  at the
     option of the Company and, if other than as provided in Section  10.3,  the
     manner in which the particular  Securities of such series (if less than all
     Securities  of such  series  are to be  redeemed)  are to be  selected  for
     redemption;

               (7)  the  obligation,  if  any,  of  the  Company  to  redeem  or
     repurchase  Securities  of the  series  pursuant  to any  sinking  fund  or
     analogous  provisions or upon the happening of a specified  event or at the
     option of a Holder  thereof  and the period or periods  within  which,  the
     price or prices at which,  and the other terms and  conditions  upon which,
     Securities of the series shall be redeemed or  repurchased,  in whole or in
     part, pursuant to such obligation;

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

               (9) if other than Dollars, the currency or currencies  (including
     currency units) in which the principal of,  premium,  if any, and interest,
     if any, on the  Securities of the series shall be payable,  or in which the
     Securities of the series shall be  denominated,  the particular  provisions
     applicable  thereto in  accordance  with, in addition to, or in lieu of the
     provisions of Section 3.11, and whether the Securities of the series may be
     satisfied and discharged other than as provided in Article 4;

               (10) if the  payments  of  principal  of,  premium,  if  any,  or
     interest,  if any, on the  Securities  of the series are to be made, at the
     election of the Company or a Holder, in a currency or currencies (including
     currency units) other than that in which such Securities are denominated or
     designated to be payable,  the currency or currencies  (including  currency
     units) in which such payments are to be made,  the terms and  conditions of
     such  payments  and the manner in which the  exchange  rate with respect to
     such payments shall be determined,  the  particular  provisions  applicable
     thereto in accordance with, in addition to, or in lieu of the provisions of
     Section 3.11, and whether the Securities of the series may be satisfied and
     discharged other than as provided in Article 4;


<PAGE>

               (11) if the amount of payments of principal of, premium,  if any,
     and interest,  if any, on the  Securities of the series shall be determined
     with reference to an index,  formula or other method (which index,  formula
     or method may be based,  without  limitation,  on a currency or  currencies
     (including  currency  units) other than that in which the Securities of the
     series are denominated or designated to be payable),  the index, formula or
     other method by which such amounts shall be determined;

               (12) if other than the principal  amount thereof,  the portion of
     the  principal  amount of such  Securities  of the  series  which  shall be
     payable upon  declaration of acceleration of the Maturity  thereof pursuant
     to Section 5.2 or the method by which such portion shall be determined;

               (13) if other than as provided in Section 3.7, the Person to whom
     any interest on any Registered Security of the series shall be payable, the
     manner  in  which,  or the  Person  to whom,  any  interest  on any  Bearer
     Securities of the series shall be payable,  and the extent to which, or the
     manner in which  (including any  certification  requirement and other terms
     and  conditions  under  which),  any  interest  payable on a  temporary  or
     definitive  global  Security  on an Interest  Payment  Date will be paid if
     other than in the  manner  provided  in Section  2.3 and  Section  3.4,  as
     applicable;

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

               (15) any  deletions  from,  modifications  of or additions to the
     Events of Default set forth in Section 5.1 or  covenants of the Company set
     forth in Article 9 pertaining to the Securities of the series;

               (16) the circumstances,  if any, under which the Company will pay
     additional amounts on the Securities of that series held by a Person who is
     not a U.S.  Person in  respect  of taxes or  similar  charges  withheld  or
     deducted  and, if so,  whether  the Company  will have the option to redeem
     such Securities  rather than pay such additional  amounts (and the terms of
     any such option);

               (17)  whether  Securities  of the  series  shall be  issuable  as
     Registered  Securities  or  Bearer  Securities  (with or  without  interest
     coupons), or both, and any restrictions applicable to the offering, sale or
     delivery  of Bearer  Securities  and,  if other than as provided in Section
     3.5,  the terms upon which Bearer  Securities  of a series may be exchanged
     for Registered Securities of the same series and vice versa;

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

               (19) the  applicability,  if any, to the  Securities of or within
     the series of Sections  4.4 and 4.5, or such other means of  defeasance  or
     covenant  defeasance as may be specified for the Securities and coupons, if


<PAGE>

     any, of such series,  and whether,  for the purpose of such  defeasance  or
     covenant  defeasance,  the  term  "Government  Obligations"  shall  include
     obligations  referred  to in the  definition  of such  term  which  are not
     obligations  of the United  States or an agency or  instrumentality  of the
     United States;

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

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

               (22) whether Securities of the series shall be issued in whole or
     in part in temporary or definitive  global form and, if so, (i) the initial
     Depositary  for such global  Securities  (which  Depositary  shall have the
     qualifications set forth in Section 3.3) and (ii) if other than as provided
     in Section 3.4 or 3.5, as applicable,  whether and the circumstances  under
     which  beneficial  owners of interests in any  Securities  of the series in
     temporary  or  definitive  global  form may  exchange  such  interests  for
     Securities  of such  series  and of like tenor of any  authorized  form and
     denomination;

               (23) if Bearer  Securities  of the series  are to be issued,  (x)
     whether  interest  in respect of any  portion of a  temporary  Security  in
     global form  (representing all of the Outstanding  Bearer Securities of the
     series)  payable  in  respect  of any  Interest  Payment  Date prior to the
     exchange of such temporary Security for definitive Securities of the series
     shall be paid to any clearing  organization  with respect to the portion of
     such temporary  Security held for its account and, in such event, the terms
     and conditions  (including any certification  requirements)  upon which any
     such interest payment received by a clearing  organization will be credited
     to the Persons  entitled to interest payable on such Interest Payment Date,
     and (y) the terms upon which interests in such temporary Security in global
     form may be exchanged for interests in a definitive Security in global form
     or for  definitive  Securities  of the  series  and the  terms  upon  which
     interests in a definitive Security in global form, if any, may be exchanged
     for definitive Securities of the series; and

               (24) if other  than as  provided  in  Article  12,  the terms and
     conditions  under which the Securities  will be  subordinated to the Senior
     Indebtedness of the Company; and

               (25) any other  terms of the  series  (which  terms  shall not be
     inconsistent  with the provisions of this  Indenture),  including any terms
     which  may  be  required  by or  advisable  under  United  States  laws  or
     regulations or advisable in connection  with the marketing of Securities of
     the series.

          (c) All Securities of any one series and coupons, if any, appertaining
to any Bearer Securities of such series shall be substantially  identical except
as to  denomination,  the terms of redemption  and the rate or rates of interest
(or method of determining  the rate of interest),  if any, and Stated  Maturity,
the date from which  interest,  if any, shall accrue and except as may otherwise
be  provided,  or  determined  pursuant  to the  authority  granted,  in a Board
Resolution pursuant to this Section 3.1 or in an indenture  supplemental hereto.


<PAGE>

All Securities of any one series need not be issued at the same time and, unless
otherwise  provided,  a series  may be  reopened,  without  the  consent  of the
Holders,  for  issuances  of  additional  Securities  of such  series or for the
establishment of additional terms with respect to the Securities of such series.

          (d)  If any  of  the  terms  of  the  Securities  of  any  series  are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution  shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate of the Company, setting forth, or providing the manner for
determining,  the terms of the  Securities  of such series,  and an  appropriate
record of any action taken pursuant  thereto in connection  with the issuance of
any  Securities  of such series shall be  delivered to the Trustee  prior to the
authentication  and delivery  thereof.  With respect to  Securities  of a series
subject  to  a  Periodic   Offering,   such  Board   Resolutions  and  Officer's
Certificates may provide general terms for Securities of such series and provide
either that the specific terms of particular  Securities of such series shall be
specified  in a Company  Order,  or that such terms shall be  determined  by the
Company, or one or more of its agents,  designated in its Officer's  Certificate
or Board  Resolution,  in accordance  with the Company Order, as contemplated by
the first proviso of the third paragraph of Section 3.3.

          Section 3.2. DENOMINATIONS.  Unless otherwise provided as contemplated
by Section  3.1,  any  Registered  Securities  of a series  shall be issuable in
denominations  of  $1,000  and any  integral  multiple  thereof  and any  Bearer
Securities of a series shall be issuable in denominations of $5,000.

          Section   3.3.   EXECUTION,   AUTHENTICATION,   DELIVERY  AND  DATING.
Securities  shall be executed  on behalf of the  Company by its  Chairman of the
Board or  President  and attested to by its  Secretary  or one of its  Assistant
Secretaries.  The  Company's  seal  shall be  affixed  to the  Securities,  or a
facsimile of such seal shall be engraved,  printed,  or otherwise  reproduced on
the Securities.  The signatures of such officers on the Securities may be manual
or facsimile. The coupons, if any, of Bearer Securities shall bear the facsimile
signature of the Chairman of the Board or President and shall be attested by the
Secretary of the Company.

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

          At any time and from time to time, the Company may deliver Securities,
together with any coupons  appertaining  thereto,  of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; PROVIDED,
HOWEVER,  that in the case of  Securities  offered in a Periodic  Offering,  the
Trustee  shall  authenticate  and deliver such  Securities  from time to time in
accordance  with such  other  procedures  (including,  without  limitation,  the
receipt by the Trustee of oral or  electronic  instructions  from the Company or
its duly authorized  agents,  promptly  confirmed in writing)  acceptable to the
Trustee as may be specified by or pursuant to a Company  Order  delivered to the
Trustee  prior to the time of the first  authentication  of  Securities  of such


<PAGE>

series;  PROVIDED,  FURTHER,  that,  in  connection  with  its sale  during  the
"restricted period" (as defined in Section  1.163-5(c)(2)(i)(D)(7) of the United
States  Treasury  Regulations),  no Bearer Security shall be mailed or otherwise
delivered  to any  location  in the  United  States.  If any  Security  shall be
represented by a definitive  Security in global form, then, for purposes of this
Section and Section 3.4, the notation of a beneficial  owner's  interest therein
upon  original  issuance  of such  Security  or upon  exchange of a portion of a
temporary  Security in global form shall be deemed to be delivery in  connection
with  the  original  issuance  of  such  beneficial  owner's  interest  in  such
definitive  Security in global form.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
coupons, if any, for interest then matured have been detached and cancelled.

          If the  form  or  terms  of  the  Securities  of a  series  have  been
established  by or  pursuant  to one or  more  Board  Resolutions  or  Officer's
Certificates  as  permitted  by  Sections  2.1 and 3.1, in  authenticating  such
Securities and accepting the additional responsibilities under this Indenture in
relation  to such  Securities,  the Trustee  shall be  entitled to receive,  and
(subject  to Section  315(a)  through (d) of the Trust  Indenture  Act) shall be
fully protected in relying upon, an Opinion of Counsel stating,

               (1) all  instruments  furnished  by the Company to the Trustee in
     connection  with the  authentication  and delivery of such  Securities  and
     coupons  conform  to the  requirements  of this  Indenture  and  constitute
     sufficient  authority hereunder for the Trustee to authenticate and deliver
     such Securities and coupons;

               (2) that the forms and terms of such  Securities  and any coupons
     have been established in conformity with the provisions of this Indenture;

               (3) the  execution  and delivery of such  Securities  and coupons
     have been duly authorized by all necessary  corporate action of the Company
     and such Securities and coupons have been duly executed by the Company, and
     that such Securities together with any coupons appertaining  thereto,  when
     authenticated and delivered by the Trustee and issued by the Company in the
     manner and subject to any conditions  specified in such Opinion of Counsel,
     will  constitute  valid and legally  binding  obligations  of the  Company,
     enforceable  in  accordance   with  their  terms,   subject  to  applicable
     bankruptcy,   insolvency  and  similar  laws  affecting  creditors'  rights
     generally  and subject,  as to  enforceability,  to general  principles  of
     equity  (regardless  of whether  enforcement  is sought in a proceeding  in
     equity or at law) and subject to other customary exceptions;

               (4) in the event that the forms or terms of such  Securities  and
     coupons have been  established in a supplemental  indenture,  the execution
     and delivery of such supplemental indenture has been duly authorized by all
     necessary corporate action of the Company, such supplemental  indenture has
     been  duly  executed  and  delivered  by  the  Company  and,  assuming  due
     authorization,  execution  and  delivery  by the  Trustee,  is a valid  and
     binding obligation  enforceable  against the Company in accordance with its
     terms,  subject to  applicable  bankruptcy,  insolvency  and  similar  laws


<PAGE>

     affecting creditors' rights generally and subject, as to enforceability, to
     general principles of equity  (regardless of whether  enforcement is sought
     in a  proceeding  in  equity  or at law) and  subject  to  other  customary
     exceptions; and

               (5) the amount of Securities Outstanding of such series, together
     with the amount of such Securities,  does not exceed any limit  established
     under the terms of this  Indenture  on the  amount  of  Securities  of such
     series that may be authenticated and delivered;

PROVIDED,  HOWEVER,  that,  with respect to Securities of a series  subject to a
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel  only  once at or  prior  to the  time of the  first  authentication  of
Securities of such series and that the Opinion of Counsel above may state:

               (x) that the forms of such Securities have been, and the terms of
     such Securities (when  established by or in accordance with such procedures
     as  may  be  specified  from  time  to  time  in a  Company  Order,  all as
     contemplated by and in accordance  with a Board  Resolution or an Officer's
     Certificate  pursuant  to Section  3.1, as the case may be) will have been,
     established in conformity with the provisions of this Indenture; and

               (y) that such  Securities,  together  with the  coupons,  if any,
     appertaining  thereto,  when (1)  executed by the Company,  (2)  completed,
     authenticated  and  delivered  by  the  Trustee  in  accordance  with  this
     Indenture,  and (3) issued by the  Company in the manner and subject to any
     conditions specified in such Opinion of Counsel,  will constitute valid and
     legally binding obligations of the Company,  enforceable in accordance with
     their terms, subject to applicable bankruptcy,  insolvency and similar laws
     affecting creditors' rights generally and subject, as to enforceability, to
     general principles of equity  (regardless of whether  enforcement is sought
     in a  proceeding  in  equity  or at law) and  subject  to  other  customary
     exceptions.

          With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such  Securities,  the form and terms  thereof  and the  legality,  validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents  delivered  pursuant  to  Sections  2.1 and 3.1 and this  Section,  as
applicable, at or prior to the time of the first authentication of Securities of
such series  unless and until it has  received  written  notification  that such
opinion or other documents have been  superseded or revoked.  In connection with
the  authentication and delivery of Securities of a series subject to a Periodic
Offering,   the  Trustee   shall  be  entitled  to  assume  that  the  Company's
instructions  to  authenticate  and deliver such  Securities  do not violate any
rules,  regulations or orders of any  governmental  agency or commission  having
jurisdiction over the Company.

          If the  form  or  terms  of  the  Securities  of a  series  have  been
established by or pursuant to one or more Officer's Certificates as permitted by
Sections  2.1  and  3.1,  the  Trustee  shall  have  the  right  to  decline  to
authenticate  such Securities if the issue of such  Securities  pursuant to this
Indenture will adversely  affect the Trustee's own rights,  duties or immunities


<PAGE>

under this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.  Notwithstanding  the generality of the  foregoing,  the Trustee
will  not be  required  to  authenticate  Securities  denominated  in a  Foreign
Currency if the Trustee  reasonably  believes that it would be unable to perform
its duties with respect to such Securities.

          Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs,  if all of the  Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officer's  Certificate  otherwise
required  pursuant to Section 3.1 at or prior to the time of the  authentication
of each Security of such series if such Officer's Certificate is delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

          If the  Company  shall  establish  pursuant  to  Section  3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series,  authenticate and deliver one
or more  Securities  in  global  form  that (i)  shall  represent  and  shall be
denominated  in an  amount  equal  to  the  aggregate  principal  amount  of the
Outstanding  Securities  of such series to be  represented  by such  Security or
Securities in global form, (ii) shall be registered,  if a Registered  Security,
in the name of the  Depositary for such Security or Securities in global form or
the nominee of such  Depositary  and (iii) shall be  delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

          Each  Depositary  designated  pursuant to Section 3.1 for a Registered
Security in global form must, at the time of designation  and at all times while
it serves as Depositary,  be a clearing agency  registered  under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. The Trustee
shall have no  responsibility  to determine if the  Depositary is so registered.
Each  Depositary  shall enter into an agreement  with the Trustee  governing the
respective  duties and rights of such  Depositary and the Trustee with regard to
Securities issued in global form.

          Each Registered Security shall be dated the date of its authentication
and each Bearer Security (including a Bearer Security represented by a temporary
global  Security)  shall be dated as of the date  specified as  contemplated  by
Section 3.1.

          No Security or coupon  appertaining  thereto  shall be entitled to any
benefits  under this  Indenture or be valid or obligatory  for any purpose until
such Security is  authenticated by the manual signature of one of the authorized
signatories of the Trustee or an  Authenticating  Agent. Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly  authenticated  and delivered under this Indenture and is entitled
to the  benefits of this  Indenture.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant  coupons,  if any, for interest  then matured have been detached and
cancelled.

          Notwithstanding  the  foregoing,  if  any  Security  shall  have  been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as


<PAGE>

provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied  by an Opinion of Counsel)  stating
that such  Security  has never  been  issued  and sold by the  Company,  for all
purposes of this  Indenture  such  Security  shall be deemed  never to have been
authenticated and delivered  hereunder and shall not be entitled to the benefits
of this Indenture.

          Section  3.4.  TEMPORARY   SECURITIES.   Pending  the  preparation  of
definitive  Securities of any series,  the Company may execute and, upon Company
Order, the Trustee shall  authenticate and deliver temporary  Securities of such
series which are printed, lithographed,  typewritten,  mimeographed or otherwise
produced, in any authorized  denomination,  substantially of the tenor and form,
with or without coupons, of the definitive  Securities in lieu of which they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations  as  the  officers  executing  such  Securities  may  determine,   as
conclusively  evidenced by their  execution of such  Securities and coupons,  if
any. In the case of Securities of any series,  such temporary  Securities may be
in a global form.

          Except in the case of temporary  Securities  in global  form,  each of
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities  of  any  series  are  issued,  the  Company  will  cause  definitive
Securities  of such  series to be prepared  without  unreasonable  delay.  After
preparation of such definitive  Securities,  the temporary  Securities  shall be
exchangeable for such definitive  Securities of like tenor upon surrender of the
temporary  Securities  of such  series at the  office  or agency of the  Company
maintained  pursuant  to  Section  9.2 in a Place of  Payment  for such  series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary  Securities  of  any  series  (accompanied  by any  unmatured  coupons
appertaining   thereto),  the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive Securities of the same series of authorized denominations and of like
tenor; PROVIDED,  HOWEVER, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security;  and PROVIDED,  FURTHER that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security  unless the Trustee  shall have  received  from the Person  entitled to
receive the definitive  Bearer Security a certificate  substantially in the form
approved in the Board Resolution or Officer's  Certificate  relating thereto and
such deliver shall occur only outside the United States. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive  Securities of such series except as
otherwise specified as contemplated by Section 3.1.

          Section 3.5. REGISTRATION,  REGISTRATION OF TRANSFER AND EXCHANGE. (a)
The Company shall cause to be kept at the Corporate  Trust Office of the Trustee
or in any office or agency to be maintained  by the Company in  accordance  with
Section 9.2 in a Place of Payment a register (the "Register") in which,  subject
to such  reasonable  regulations as it may prescribe,  the Company shall provide
for the registration of Registered  Securities and the registration of transfers
of  Registered  Securities.  The Register  shall be in written form or any other
form capable of being converted into written form within a reasonable  time. The
Trustee  is  hereby  appointed   "Registrar"  for  the  purpose  of  registering
Registered Securities and transfers of Registered Securities as herein provided.


<PAGE>

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency  maintained  pursuant  to Section 9.2 in a
Place of Payment for that series,  the Company  shall  execute,  and the Trustee
shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or more new Registered  Securities of the same series,  of any
authorized  denominations,  of a like aggregate  principal  amount and tenor and
with like terms and conditions.

          Bearer  Securities  or  any  coupons  appertaining  thereto  shall  be
transferable by delivery.

          At the  option of the  Holder,  Registered  Securities  of any  series
(except a  Registered  Security  in  global  form)  may be  exchanged  for other
Registered Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount  containing  identical terms and provisions,
upon  surrender of the  Registered  Securities to be exchanged at such office or
agency.  Whenever any Registered Securities are so surrendered for exchange, the
Company shall  execute,  and the Trustee  shall  authenticate  and deliver,  the
Registered  Securities  which the Holder  making the  exchange  is  entitled  to
receive.  Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities may not be issued in exchange for Registered Securities.

          (b) Unless otherwise  specified as contemplated by Section 3.1, to the
extent  permitted by law, at the option of the Holder,  Bearer  Securities  of a
series may be exchanged for  Registered  Securities  (if the  Securities of such
series  are  issuable  in  registered  form) or  Bearer  Securities  (if  Bearer
Securities  of such series are issuable in more than one  denomination  and such
changes are  permitted  by such series) of the same  series,  of any  authorized
denominations and of like tenor and aggregate  principal amount,  upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default thereto  appertaining.  If
the Holder of a Bearer  Security is unable to produce any such unmatured  coupon
or coupons  or  matured  coupon or coupons  in  default,  such  exchange  may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the  Company  and the  Trustee in an amount  equal to the face amount of such
missing  coupon or coupons,  or the surrender of such missing  coupon or coupons
may be waived by the Company and the Trustee if there be  furnished to them such
security  or  indemnity  as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying  Agent any such missing  coupon in respect of which such a payment  shall
have been made,  such  Holder  shall be  entitled  to receive the amount of such
payment;  PROVIDED,  HOWEVER, that, except as otherwise provided in Section 9.2,
interest  represented  by coupons  shall be payable only upon  presentation  and
surrender  of those  coupons at an office or agency  located  outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is  surrendered  at any such  office  or  agency in  exchange  for a  Registered
Security of the same series after the close of business at such office or agency
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related  date
for payment of Defaulted  Interest,  such Bearer  Security  shall be surrendered
without the coupon  relating to such  Interest  Payment Date or proposed date of


<PAGE>

payment,  as the case may be (or,  if such  coupon is so  surrendered  with such
Bearer Security, such coupon shall be returned to the Person so surrendering the
Bearer Security),  and interest or Defaulted Interest,  as the case may be, will
not be payable on such Interest  Payment Date or proposed  date for payment,  as
the case may be, in respect of the  Registered  Security  issued in exchange for
such Bearer  Security,  but will be payable  only to the Holder of such  coupon,
when due in accordance with the provisions of this Indenture.  The Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Security
or Securities which the Holder making the exchange is entitled to receive.

          Notwithstanding  the foregoing,  the exchange of Bearer Securities for
Registered  Securities will be subject to the provisions of United States income
tax laws and regulations  applicable to Securities in effect at the time of such
exchange.

          (c) Except as otherwise specified pursuant to Section 3.1, in no event
may Registered Securities,  including Registered Securities received in exchange
for Bearer Securities, be exchanged for Bearer Securities.

          (d) If the Company  shall  establish  pursuant to Section 3.1 that the
Registered  Securities  of a series  are to be issued in whole or in part in the
form of one or more  Securities  in global form,  then the Company shall execute
and the Trustee shall, in accordance with Section 3.3 and the Company Order with
respect to such  series,  authenticate  and  deliver one or more  Securities  in
global form in temporary or definitive  form that (i) shall  represent and shall
be  denominated  in an amount  equal to the  aggregate  principal  amount of the
Outstanding  Securities  of  such  series  to be  represented  by  one  or  more
Securities  in  global  form,  (ii)  shall  be  registered  in the  name  of the
Depositary for such Security or Securities in global form or the nominee of such
Depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be  transferred  except as a whole by the Depositary to a
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, unless and until
this  Security is exchanged  in whole or in part for  Securities  in  definitive
form."

          Notwithstanding  any other  provision  (other than the  provisions set
forth in the seventh and eighth  paragraphs  of this  Section) of this  Section,
unless  and  until  it is  exchanged  in  whole  or in part  for  Securities  in
certificated  form, a Security in global form  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 the Securities of a series  notifies
the Company  that it is unwilling  or unable to continue as  Depositary  for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible  under  Section  3.3, the Company  shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the


<PAGE>

Company within 90 days after the issuer receives such notice or becomes aware of
such  ineligibility,  the  Company's  election  pursuant to Section 3.1 shall no
longer be  effective  with  respect  to the  Securities  of such  series and the
Company shall execute, and the Trustee,  upon receipt of a Company Order for the
authentication  and delivery of  certificated  Securities of such series of like
tenor, shall authenticate and deliver Securities of such series of like tenor in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

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

          If specified by the Company  pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in  exchange  in whole or in part for  Securities  of
such series in certificated  form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

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

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

          Upon the  exchange  of a Security  in global  form for  Securities  in
certificated  form,  such  Security  in global  form shall be  cancelled  by the
Trustee.  Unless expressly provided with respect to the Securities of any series
that such  Security  may be  exchanged  for  Bearer  Securities,  Securities  in
certificated  form issued in exchange for a Security in global form  pursuant to
this  Section  shall  be  registered  in  such  names  and  in  such  authorized
denominations  as the Depositary  for such Security in global form,  pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Trustee.  The Trustee shall deliver such  Securities to the Persons
in whose names such Securities are so registered.

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


<PAGE>

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

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

          No service  charge shall be made for any  registration  of transfer or
for any  exchange of  Securities,  but the Company may require  payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

          The Company shall not be required (i) to issue,  register the transfer
of, or exchange any Securities of any  particular  series and tenor for a period
beginning at the opening of business 15 days before any selection for redemption
of  Securities  of such  series  and of like  tenor  and  ending at the close of
business on the earliest  date on which the  relevant  notice of  redemption  is
deemed to have been given to all Holders of Securities of like tenor and of such
series  to be  redeemed;  (ii) to  register  the  transfer  of or  exchange  any
Registered Security so selected for redemption,  in whole or in part, except the
unredeemed  portion of any Security being redeemed in part; or (iii) to exchange
any Bearer  Security  so  selected  for  redemption,  except  that such a Bearer
Security  may be  exchanged  for a  Registered  Security of that series and like
tenor;   PROVIDED  that  such  Registered   Security  shall  be   simultaneously
surrendered for redemption.

          Section  3.6.  REPLACEMENT  SECURITIES.  If a mutilated  Security or a
Security  with a  mutilated  coupon  appertaining  to it is  surrendered  to the
Trustee,  together  with, in proper cases,  such security or indemnity as may be
required  by the  Company  or the  Trustee  to save each of them  harmless,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a replacement  Registered Security, if such surrendered Bearer Security
was a  Registered  Security,  or a  replacement  Bearer  Security  with  coupons
corresponding to the coupons appertaining to the surrendered  Security,  if such
surrendered Security was a Bearer Security, of the same series, principal amount
and Stated  Maturity,  containing  identical  terms and provisions and bearing a
number not contemporaneously Outstanding if the Trustee's requirements are met.

          If  there  shall be  delivered  to the  Company  and the  Trustee  (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Security with a destroyed,  lost or stolen coupon,  and (ii) such security or
indemnity  as may be  required  by them to save  each of them  and any  agent of
either of them  harmless,  then in the  absence of notice to the  Company or the
Trustee that such Security or coupon has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver in lieu


<PAGE>

of any such  destroyed,  lost or stolen Security or in exchange for the Security
to which a destroyed,  lost or stolen coupon  appertains  (with all  appurtenant
coupons not destroyed,  lost or stolen),  a replacement  Registered  Security if
such Holder's claim appertains to a Registered Security, or a replacement Bearer
Security  with  coupons   corresponding  to  the  coupons  appertaining  to  the
destroyed,  lost or stolen Bearer  Security or the Bearer Security to which such
lost,  destroyed or stolen coupon appertains,  if such Holder's claim appertains
to a Bearer Security, of the same series,  principal amount and Stated Maturity,
containing   identical   terms  and   provisions   and   bearing  a  number  not
contemporaneously Outstanding, if the Trustee's requirements are met.

          In case any such  mutilated,  destroyed,  lost or stolen  Security  or
coupon  has  become or is about to become due and  payable,  the  Company in its
discretion may,  instead of issuing a new Security or coupon,  pay such Security
or coupon;  PROVIDED,  HOWEVER,  that payment of principal of and any premium or
interest on Bearer  Securities  shall,  except as otherwise  provided in Section
9.2, be payable only at an office or agency  located  outside the United  States
and, unless otherwise  specified as contemplated by Section 3.1, any interest on
Bearer  Securities shall be payable only upon  presentation and surrender of the
coupons appertaining thereto.

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

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

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

          Section  3.7.  PAYMENT OF INTEREST;  INTEREST  RIGHTS  PRESERVED.  (a)
Unless otherwise provided as contemplated by Section 3.1,  interest,  if any, on
any  Registered  Security  which  is  payable,  and is  punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular  Record Date for such interest at the office or
agency maintained for such purpose pursuant to Section 9.2;  PROVIDED,  HOWEVER,
that,  at the  option of the  Company,  interest  on any  series  of  Registered
Securities  that bear interest may be paid (i) by check mailed to the address of
the Person  entitled  thereto as it shall  appear on the  Register of Holders of
Securities  of such series or (ii) to the extent  specified as  contemplated  by
Section 3.1, by wire transfer to an account  maintained  by the Person  entitled
thereto as specified in the Register of Holders of Securities of such series.


<PAGE>

          Unless  otherwise   provided  as  contemplated  by  Section  3.1,  (i)
interest,  if any, on Bearer Securities shall be paid only against  presentation
and  surrender of the coupons for such  interest  installments  as are evidenced
thereby as they  mature and (ii)  original  issue  discount,  if any,  on Bearer
Securities  shall  be paid  only  against  presentation  and  surrender  of such
Securities;  in either case at the office of a Paying Agent located  outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing PROVIDED that any such instruction for payment in the United States does
not  cause  any  Bearer  Security  to  be  treated  as a  "registration-required
obligation" under the United States law and regulations.  The interest,  if any,
on any  temporary  Bearer  Security  shall be  paid,  as to any  installment  of
interest  evidenced by a coupon attached  thereto,  only upon  presentation  and
surrender of such coupon and, as to other  installments  of interest,  only upon
presentation  of such  Security  for  notation  thereon  of the  payment of such
interest.  If at the time a payment of principal  of or  interest,  if any, on a
Bearer  Security or coupon  shall  become due, the payment of the full amount so
payable at the office or offices  of all the Paying  Agents  outside  the United
States is illegal or effectively precluded because of the imposition of exchange
controls or other similar restrictions on the payment of such amount in Dollars,
then the Company  may  instruct  the  Trustee to make such  payments at a Paying
Agent located in the United States,  PROVIDED that provision for such payment in
the  United  States  would not cause  such  Bearer  Security  to be treated as a
"registration-required obligation" under the United States law and regulations.

          (b) Unless  otherwise  provided as  contemplated  by Section  3.1, any
interest on any Registered  Security of any series which is payable,  but is not
punctually  paid or duly  provided  for, on any  Interest  Payment  Date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such Defaulted Interest may be paid by the Company at its election in each case,
as provided in clause (1) or (2) below:

               (1) The  Company  may  elect  to make  payment  of any  Defaulted
     Interest to the Persons in whose names the  Registered  Securities  of such
     series (or their respective  Predecessor  Securities) are registered at the
     close  of  business  on a  Special  Record  Date  for the  payment  of such
     Defaulted  Interest,  which  shall be fixed in the  following  manner.  The
     Company  shall  notify the  Trustee  in writing of the amount of  Defaulted
     Interest  proposed to be paid on each  Security of such series and the date
     of the proposed  payment,  and at the same time the Company  shall  deposit
     with the Trustee an amount of money equal to the aggregate  amount proposed
     to be paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory  to the  Trustee  for  such  deposit  prior to the date of the
     proposed  payment,  such money when  deposited  to be held in trust for the
     benefit of the Persons  entitled to such Defaulted  Interest in this clause
     (1) provided. Thereupon the Trustee shall fix a Special Record Date for the
     payment of such Defaulted Interest which shall be not more than 15 days and
     not less than 10 days  prior to the date of the  proposed  payment  and not
     less than 10 days  after the  receipt  by the  Trustee of the notice of the
     proposed payment.  The Trustee shall promptly notify the Company in writing
     of such  Special  Record  Date and,  in the name and at the  expense of the
     Company,  shall  cause  notice of the  proposed  payment of such  Defaulted
     Interest  and the Special  Record Date  therefor to be mailed,  first-class


<PAGE>

     postage prepaid, to each Holder of Registered  Securities of such series at
     his address as it appears in the  Register,  not less than 10 days prior to
     such Special Record Date.  Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor  having been so mailed,  such
     Defaulted  Interest  shall  be paid  to the  Persons  in  whose  names  the
     Securities of such series (or their respective Predecessor  Securities) are
     registered  at the close of business on such Special  Record Date and shall
     be no longer payable pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest to the
     Persons in whose names the  Registered  Securities of such series (or their
     respective Predecessor  Securities) are registered at the close of business
     on a specified  date in any other lawful manner not  inconsistent  with the
     requirements  of any  securities  exchange on which such  Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this clause (2), such manner of payment shall be deemed  practicable  by
     the Trustee.

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

          (d) Any Defaulted  Interest payable in respect of Bearer Securities of
any series shall be payable  pursuant to such  procedures as may be satisfactory
to the  Trustee in such  manner  that  there is no  discrimination  between  the
Holders of Registered  Securities (if any) and Bearer Securities of such series,
and notice of the payment date  therefor  shall be given by the Trustee,  in the
name and at the expense of the  Company,  in the manner  provided in Section 1.6
not  more  than 25 days  and not  less  than 20 days  prior  to the  date of the
proposed payment.

          Section 3.8.  PERSONS DEEMED  OWNERS.  Prior to and at the time of due
presentment  of any  Registered  Security  for  registration  of  transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Registered  Security  for the  purpose of  receiving  payment of  principal  of,
premium,  if any,  and  (subject  to  Section  3.7)  interest,  if any,  on such
Registered Security and for all other purposes  whatsoever,  whether or not such
Registered  Security be overdue,  and neither the  Company,  the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

          The  Company,  the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer  Security and the bearer of any coupon as the
absolute  owner of such Bearer  Security or coupon for the purpose of  receiving
payment  thereof or on account  thereof and for all other  purposes  whatsoever,
whether or not such  Bearer  Security  or coupon be  overdue,  and  neither  the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary. All payments made to any Holder, or upon his


<PAGE>

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

          None  of  the  Company,  the  Trustee  or any  Agent  shall  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account of  beneficial  ownership  interests  of a Security in
global form, or for  maintaining,  supervising or reviewing any records relating
to such beneficial  ownership  interests.  Notwithstanding  the foregoing,  with
respect to any Security in global form, nothing herein shall prevent the Company
or the Trustee,  or any agent of the Company or the Trustee,  from giving effect
to any written  certification,  proxy or other  authorization  furnished  by any
Depositary  (or its  nominee),  as a Holder,  with  respect to such  Security in
global  form or impair,  as between  such  Depositary  and Owners of  beneficial
interests in such Security in global form, the operation of customary  practices
governing  the  exercise of the rights of such  Depositary  (or its  nominee) as
Holder of such Security in global form.

          The Company  shall have the right to require a Holder,  in  connection
with the payment of the principal of, premium, if any, and interest,  if any, on
any Security,  to certify  information to the Company or, in the absence of such
certification,  the Company will be entitled to rely on any legal presumption to
enable the Company to determine its duties and liabilities, if any, to deduct or
withhold taxes, assessments or governmental charges for such payment.

          Section 3.9. CANCELLATION.  The Company at any time may deliver to the
Trustee for cancellation any Securities or coupons previously  authenticated and
delivered   hereunder  which  the  Company  may  have  acquired  in  any  manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation   any  Securities  or  coupons   previously
authenticated  hereunder which the Company has not issued, and all Securities or
coupons so delivered shall be promptly  cancelled by the Trustee.  The Registrar
and any Paying  Agent shall  forward to the Trustee any  Securities  and coupons
surrendered  to them for  replacement,  for  registration  of  transfer,  or for
exchange or payment.  The Trustee  shall cancel all  Registered  Securities  and
matured coupons  surrendered for replacement,  for registration of transfer,  or
for exchange,  payment,  redemption or cancellation and may dispose of cancelled
Securities  and coupons and issue a certificate  of  destruction to the Company.
All Bearer  Securities and unmatured  coupons so delivered  shall be held by the
Trustee and, upon  instruction by the Company Order,  shall be cancelled or held
for reissuance.  Bearer Securities and unmatured coupons held for reissuance may
be reissued  only in exchange  for Bearer  Securities  of the same series and of
like Stated Maturity and with like terms and conditions  pursuant to Section 3.5
or in replacement of mutilated,  lost,  stolen or destroyed Bearer Securities of
the same series and of like Stated  Maturity and with like terms and  conditions
or the  related  coupons  pursuant to Section  3.6.  All Bearer  Securities  and
unmatured  coupons held by the Trustee  pending such  cancellation or reissuance
shall be  deemed to be  delivered  for  cancellation  for all  purposes  of this
Indenture  and the  Securities.  The  Company  may not issue new  Securities  to
replace   Securities   that  it  has  paid  or  delivered  to  the  Trustee  for
cancellation,  except as expressly  permitted by the terms of Securities for any
particular series or as permitted  pursuant to the terms of this Indenture.  All
cancelled  Securities  and coupons held by the Trustee shall be delivered to the
Company upon Company  Request.  The  acquisition of any Securities or coupons by


<PAGE>

the  Company  shall  not  operate  as  a  redemption  or   satisfaction  of  the
indebtedness represented thereby unless and until such Securities or coupons are
surrendered  to the Trustee for  cancellation.  Definitive  Securities in global
form shall not be destroyed until exchanged in full for definitive Securities in
certificated form or until payment thereon is made in full.

          Section 3.10.  COMPUTATION OF INTEREST.  Except as otherwise specified
as  contemplated  by Section  3.1,  (i)  interest  on any  Securities  that bear
interest  at a fixed rate shall be  computed  on the basis of a 360-day  year of
twelve 30-day months and (ii) interest on any Securities that bear interest at a
variable  rate shall be computed on the basis of the actual number of days in an
interest period divided by 360.

          Section 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES.

          (a) Unless otherwise specified with respect to any Securities pursuant
to  Section  3.1,  with  respect  to  Registered  Securities  of any  series not
permitting  the election  provided for in paragraph  (b) below or the Holders of
which have not made the election  provided for in paragraph (b) below,  and with
respect to Bearer Securities of any series,  except as provided in paragraph (d)
below,  payment of the principal of, premium,  if any, and interest,  if any, on
any Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security,  as the case may be, is payable.  The  provisions of this Section 3.11
may be  modified  or  superseded  pursuant  to Section  3.1 with  respect to any
Securities. For all purposes of this Indenture, currency units shall include any
composite currency.

          (b) It may be  provided  pursuant  to  Section  3.1,  with  respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below,  to receive  payments of principal of, premium,
if any,  or  interest,  if  any,  on such  Registered  Securities  in any of the
currencies  or  currency  units  which may be  designated  for such  election by
delivering to the Trustee (or the  applicable  Paying Agent) a written  election
with signature  guarantees and in the applicable  form  established  pursuant to
Section  3.1,  not  later  than  the  close of  business  on the  Election  Date
immediately  preceding  the  applicable  payment  date. If a Holder so elects to
receive such payments in any such currency or currency unit,  such election will
remain in effect for such Holder or any  transferee of such Holder until changed
by such  Holder or such  transferee  by written  notice to the  Trustee  (or any
applicable Paying Agent) for such series of Registered  Securities (but any such
change must be made not later than the close of business  on the  Election  Date
immediately  preceding  the next payment date to be effective for the payment to
be made on such  payment  date,  and no such change of election may be made with
respect to  payments to be made on any  Registered  Security of such series with
respect to which an Event of Default has  occurred or with  respect to which the
Company has  deposited  funds  pursuant to Article 4 or with  respect to which a
notice of  redemption  has been  given by the  Company).  Any Holder of any such
Registered  Security  who  shall not have  delivered  any such  election  to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the  applicable  Election  Date will be paid the  amount  due on the  applicable
payment  date in the relevant  currency or currency  unit as provided in Section
3.11(a).  The Trustee (or the applicable Paying Agent) shall notify the Exchange


<PAGE>

Rate  Agent as soon as  practicable  after the  Election  Date of the  aggregate
principal  amount of  Registered  Securities  for which  Holders  have made such
written decision.

          (c) If the  election  referred  to in  paragraph  (b)  above  has been
provided for with respect to any Registered  Securities of a series  pursuant to
Section  3.1,  then,  unless  otherwise  specified  pursuant to Section 3.1 with
respect to any such  Registered  Securities,  not later than the fourth Business
Day  after  the  Election  Date  for  each  payment  date  for  such  Registered
Securities,  the  Exchange  Rate Agent  shall  deliver to the  Company a written
notice  specifying,  in the currency or  currencies or currency unit or units in
which Registered Securities of such series are payable, the respective aggregate
amounts  of  principal  of,  premium,  if any,  and  interest,  if any,  on such
Registered  Securities  to be paid on such  payment  date,  and  specifying  the
amounts in such  currency or  currencies or currency unit or units so payable in
respect of such  Registered  Securities  as to which the  Holders of  Registered
Securities  denominated  in any currency or currencies or currency unit or units
shall have elected to be paid in another  currency or currency  unit as provided
in paragraph (b) above.  If the election  referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election,  then, unless
otherwise  specified  pursuant  to  Section  3.1,  on the  second  Business  Day
preceding  such  payment  date the Company  will  deliver to the Trustee (or the
applicable  Paying Agent) an Exchange Rate  Officer's  Certificate in respect of
the Dollar, Foreign Currency or Currencies,  ECU or other currency unit payments
to be made on such date. Unless otherwise specified pursuant to Section 3.1, the
Dollar,  Foreign  Currency  or  Currencies,  ECU or other  currency  unit amount
receivable by Holders of  Registered  Securities  who have elected  payment in a
currency or currency unit as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable  Market Exchange Rate in effect on
the second  Business  Day (the  "Valuation  Date")  immediately  preceding  each
payment date,  and such  determination  shall be conclusive  and binding for all
purposes, absent manifest error.

          (d) If a Conversion  Event occurs with respect to a Foreign  Currency,
ECU or any other currency unit in which any of the Securities are denominated or
payable  otherwise  than  pursuant  to an  election  provided  for  pursuant  to
paragraph  (b)  above,  then,  with  respect  to each  date for the  payment  of
principal  of,  premium,  if  any,  and  interest,  if  any,  on the  applicable
Securities  denominated or payable in such Foreign  Currency,  ECU or such other
currency unit occurring after the last date on which such Foreign Currency,  ECU
or such other currency unit was used (the "Conversion  Date"),  the Dollar shall
be the  currency of payment for use on each such  payment date (but such Foreign
Currency,  ECU or such other  currency unit that was  previously the currency of
payment shall, at the Company's  election,  resume being the currency of payment
on the first such  payment  date  preceded by 15 Business  Days during which the
circumstances  which gave rise to the Dollar  becoming  such  currency no longer
prevail).  Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any  applicable  Paying Agent and by
the Trustee or any  applicable  Paying  Agent to the Holders of such  Securities
with respect to such payment date shall be determined,  in the case of a Foreign
Currency  other than a currency  unit, on the basis of the Dollar  Equivalent of


<PAGE>

the Foreign  Currency or, in the case of a Foreign  Currency  that is a currency
unit, on the basis of the Dollar  Equivalent of the Currency  Unit, in each case
as determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below.

          (e) Unless otherwise  specified pursuant to Section 3.1, if the Holder
of a Registered Security denominated in any currency or currency unit shall have
elected to be paid in another  currency or currency unit or in other  currencies
as provided in  paragraph  (b) above,  and (i) a  Conversion  Event  occurs with
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency  unit in which  payment would have been made
in the  absence of such  election  and (ii) if a  Conversion  Event  occurs with
respect to the currency or currency  unit in which  payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.11 (but, subject to any contravening
valid election  pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the  circumstances  described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case  of the  circumstances  described  in  clause  (ii)  above,  shall,  at the
Company's  election,  resume being the currency or currency unit of payment with
respect to Holders  who have so  elected,  but only with  respect to payments on
payment dates preceded by 15 Business Days during which the circumstances  which
gave rise to such currency or currency  unit,  in the case of the  circumstances
described in clause (i) above, or the Dollar,  in the case of the  circumstances
described  in clause (ii) above,  becoming  the  currency or currency  unit,  as
applicable, of payment, no longer prevail).

          (f)  The  "Dollar  Equivalent  of the  Foreign  Currency  "  shall  be
determined by the Exchange Rate Agent and shall be obtained for each  subsequent
payment date by the Exchange  Rate Agent by  converting  an official unit of the
specified  Foreign  Currency  into  Dollars at the Market  Exchange  Rate on the
Conversion Date.

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

          (h) For purposes of this Section 3.11 the  following  terms shall have
the following meanings:

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

          "Election Date" shall mean the Regular Date for the applicable  series
of  Registered  Securities  as  specified  pursuant  to Section 3.1 by which the
written election referred to in Section 3.11(b) may be made.

          A "Specified  Amount" of a Component Currency shall mean the number of
units of such  Component  Currency or  fractions  thereof  which such  Component


<PAGE>

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

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

          In the  event  that  the  Company  determines  in  good  faith  that a
Conversion  Event has occurred with respect to a Foreign  Currency,  the Company
will  promptly  give written  notice  thereof to the Trustee (or any  applicable
Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or such Paying
Agent) will promptly  thereafter  give notice in the manner  provided in Section
1.6 to the affected  Holders)  specifying the Conversion  Date. In the event the
Company so determines  that a Conversion  Event has occurred with respect to ECU
or any other currency unit in which  Securities are denominated or payable,  the
Company  will  promptly  give  written  notice  thereof to the  Trustee  (or any
applicable  Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or
such Paying Agent) will promptly  thereafter  give notice in the manner provided
in Section 1.6 to the affected  Holders)  specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified  Amount above has occurred,


<PAGE>

the Company will similarly give written notice to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent.

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

          Section 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.

          (a) Unless otherwise specified pursuant to Section 3.1, if and so long
as the  Securities of any series (i) are  denominated  in a currency or currency
unit other than  Dollars or (ii) may be payable in a currency or  currency  unit
other than Dollars,  or so long as it is required  under any other  provision of
this Indenture,  then the Company will maintain with respect to each such series
of Securities,  or as so required, at least one Exchange Rate Agent. The Company
will  cause the  Exchange  Rate  Agent to make the  necessary  foreign  exchange
determinations at the time and in the manner specified  pursuant to Section 3.11
for the  purpose  of  determining  the  applicable  rate  of  exchange  and,  if
applicable,  for the purpose of converting the issued  currency or currencies or
currency unit or units into the applicable payment currency or currency unit for
the payment of principal,  premium,  if any, and interest,  if any,  pursuant to
Section 3.11.

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

          (c) If the  Exchange  Rate Agent  shall  resign,  be removed or become
incapable of acting,  or if a vacancy  shall occur in the office of the Exchange
Rate Agency for any cause, with respect to the Securities of one or more series,
the Company shall promptly  appoint a successor  Exchange Rate Agent or Exchange
Rate Agents with  respect to the  Securities  of that or those  series (it being
understood  that any such  successor  Exchange Rate Agent may be appointed  with
respect to the Securities of one or more or all of such series and that,  unless
otherwise specified pursuant to Section 3.1, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are  originally  issued by the  Company on the same date and that are  initially
denominated  and/or  payable in the same currency or currencies or currency unit
or units).

          Section 3.13. CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP"  numbers (if then  generally in use),  and, if so, the Trustee shall
use "CUSIP" numbers (in addition to the other identification  numbers printed on
the  Securities) in notices of redemption as a convenience to Holders;  PROVIDED
that  any  such  notice  may  state  that  no  representation  is made as to the
correctness  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


<PAGE>

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

          Section 3.14. JUDGMENTS. If for the purpose of obtaining a judgment in
any court with respect to any  obligation of the Company  hereunder or under any
Security,  it shall  become  necessary  to convert  into any other  currency any
amount  in the  currency  due  hereunder  or  under  such  Security,  then  such
conversion  shall be made at the Market  Exchange  Rate as in effect on the date
the Company shall make payment to any Person in  satisfaction  of such judgment.
If pursuant to any such judgment,  conversion shall be made on a date other than
the date  payment is made and there  shall  occur a change  between  such Market
Exchange Rate and the Market  Exchange Rate as in effect on the date of payment,
the Company agrees to pay such  additional  amounts (if any) as may be necessary
to ensure  that the amount  paid is equal to the  amount in such other  currency
which,  when  converted at the Market  Exchange Rate as in effect on the date of
payment  or  distribution,  is the  amount  then due  hereunder  or  under  such
Security.  Any amount due from the Company  under this Section 3.14 shall be due
as a separate  debt and is not to be  affected  by or merged  into any  judgment
being  obtained for any other sums due  hereunder or in respect of any Security.
In no event, however,  shall the Company be required to pay more in the currency
or currency  unit due  hereunder or under such  Security at the Market  Exchange
Rate as in effect when payment is made than the amount of currency  stated to be
due  hereunder  or  under  such  Security  so that in any  event  the  Company's
obligations  hereunder or under such Security will be effectively  maintained as
obligations in such currency,  and the Company shall be entitled to withhold (or
be  reimbursed  for,  as the  case may be) any  excess  of the  amount  actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.


                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

          Section 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE.
Except as otherwise  provided as  contemplated  by Section 3.1,  this  Indenture
shall  upon  Company  Request  cease to be of  further  effect  with  respect to
Securities of or within any series and any coupons  appertaining thereto (except
as to any  surviving  rights of  registration  of  transfer  or exchange of such
Securities and replacement of such Securities  which may have been lost,  stolen
or mutilated as herein expressly  provided for) and the Trustee,  at the expense
of the Company, shall execute proper instruments acknowledging  satisfaction and
discharge  of this  Indenture  with respect to such  Securities  and any coupons
appertaining thereto when

          (1) either

               (A) all such Securities  previously  authenticated  and delivered
          and all coupons  appertaining  thereto  (other  than (i) such  coupons
          appertaining  to  Bearer   Securities   surrendered  in  exchange  for
          Registered Securities, and maturing after such exchange,  surrender of
          which is not  required or has been waived as provided in Section  3.5,
          (ii) such  Securities and coupons which have been  destroyed,  lost or

<PAGE>


          stolen and which have been  replaced  or paid as  provided  in Section
          3.6, (iii) such coupons  appertaining to Bearer  Securities called for
          redemption and maturing after the relevant Redemption Date,  surrender
          of which has been  waived as  provided  in Section  10.6 and (iv) such
          Securities  and coupons for whose payment money has  theretofore  been
          deposited in trust or segregated  and held in trust by the Company and
          thereafter  repaid to the Company or  discharged  from such trust,  as
          provided  in  Section  9.3) have been  delivered  to the  Trustee  for
          cancellation; or

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

                    (i) have become due and payable, or

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

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

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

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

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

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations  of the  Company to the Trustee and any  predecessor  Trustee  under
Section 6.9, the  obligations of the Company to any  Authenticating  Agent under
Section 6.14 and, if money shall have been deposited  with the Trustee  pursuant
to subclause (B) of clause (1) of this Section,  the  obligations of the Trustee
under Section 4.2 and the last paragraph of Section 9.3 shall survive. If, after
the  deposit  referred  to in  Section  4.1 has been  made,  (x) the Holder of a
Security is entitled to, and does, elect pursuant to Section 3.11(b), to receive


<PAGE>

payment in a currency  other than that in which the deposit  pursuant to Section
4.1 was made,  or (y) if a Conversion  Event occurs with respect to the currency
in which the deposit  was made or elected to be received by the Holder  pursuant
to Section 3.11(b), then the indebtedness  represented by such Security shall be
fully  discharged  to the  extent  that the  deposit  made with  respect to such
Security shall be converted into the currency in which such payment is made.

          Section 4.2.  APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of Section 9.3, all money deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance  with the
provisions of the Securities,  the coupons and this  Indenture,  to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any, and any interest for whose payment such money
has been  deposited  with or  received  by the  Trustee.  Such money need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

          Section 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY OPTION TO
EFFECT DEFEASANCE OR COVENANT  DEFEASANCE.  If pursuant to Section 3.1 provision
is made for either or both of (i)  defeasance  of the  Securities of or within a
series under  Section 4.4 or (ii) covenant  defeasance  of the  Securities of or
within a series  under  Section  4.5,  then the  provisions  of such  Section or
Sections,  as the case may be,  together  with the  provisions  of Sections  4.6
through  4.9  inclusive,  with such  modifications  thereto as may be  specified
pursuant to Section 3.1 with respect to such Securities,  shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its
option,   at  any  time,  with  respect  to  such  Securities  and  any  coupons
appertaining  thereto,  elect to have Section 4.4 (if applicable) or Section 4.5
(if  applicable)  be applied to such  Securities  and any  coupons  appertaining
thereto upon compliance with the conditions set forth below in this Article.

          Section 4.4. DEFEASANCE AND DISCHARGE.  Upon the Company's exercise of
the option  specified in Section 4.3  applicable to this Section with respect to
the  Securities of or within a series,  the Company shall be deemed to have been
discharged from its obligations  with respect to such Securities and any coupons
appertaining  thereto on the date the  conditions  set forth in Section  4.6 are
satisfied  (hereinafter  "defeasance").  For this purpose, such defeasance means
that the  Company  shall  be  deemed  to have  paid and  discharged  the  entire
indebtedness represented by such Securities and any coupons appertaining thereto
which shall  thereafter be deemed to be  "Outstanding"  only for the purposes of
Section 4.7 and the other Sections of this Indenture  referred to in clause (ii)
of this  Section,  and to have  satisfied all its other  obligations  under such
Securities and any coupons  appertaining  thereto and this Indenture  insofar as
such  Securities  and any coupons  appertaining  thereto are concerned  (and the
Trustee,  at the expense of the Company,  shall on Company Order execute  proper
instruments  acknowledging  the same),  except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust  funds  described  in  Section  4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,


<PAGE>

if any,  on such  Securities  or any  coupons  appertaining  thereto  when  such
payments are due; (ii) the Company's obligations with respect to such Securities
under  Sections 3.5, 3.6,  6.10,  9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(16);  (iii) the rights,  powers,  trusts,  duties and
immunities  of the  Trustee  hereunder,  and (iv) this  Article  4.  Subject  to
compliance  with this  Article 4, the Company may exercise its option under this
Section  notwithstanding the prior exercise of its option under Section 4.5 with
respect to such  Securities and any coupons  appertaining  thereto.  Following a
defeasance,  payment of such  Securities  may not be  accelerated  because of an
Event of Default.

          Section 4.5. COVENANT  DEFEASANCE.  Upon the Company's exercise of the
option specified in Section 4.3,  applicable to this Section with respect to any
Securities  of or  within a  series,  the  Company  shall be  released  from its
obligations  under  Sections  7.1, 9.4 and 9.5,  and, if  specified  pursuant to
Section  3.1, its  obligations  under any other  covenant,  with respect to such
Securities  and any  coupons  appertaining  thereto  on and  after  the date the
conditions  set  forth in  Section  4.6 are  satisfied  (hereinafter,  "covenant
defeasance"),  and such  Securities and any coupons  appertaining  thereto shall
thereafter be deemed to be not  "Outstanding" for the purposes of any direction,
waiver,  consent or declaration or Act of Holders (and the  consequences  of any
thereof) in connection  with Sections 7.1, 9.4 and 9.5, or such other  covenant,
but shall continue to be deemed  "Outstanding" for all other purposes hereunder.
For this purpose,  such  covenant  defeasance  means that,  with respect to such
Securities and any coupons appertaining  thereto, the Company may omit to comply
with and shall have no  liability in respect of any term,  provision,  covenant,
condition or  limitation  set forth in any such Section or such other  covenant,
whether directly or indirectly,  by reason of any reference  elsewhere herein to
any such  Section or such other  covenant or by reason of any  reference  in any
such  Section or such other  covenant  to any other  provision  herein or in any
other  document and such omission to comply shall not constitute a Default or an
Event of Default  under Section  5.1(3) or 5.1(6) or otherwise,  as the case may
be, but,  except as specified  above,  the remainder of this  Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

          Section 4.6.  CONDITIONS  TO DEFEASANCE  OR COVENANT  DEFEASANCE.  The
following  shall be the  conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series and any coupons appertaining thereto:

          (a) The  Company  shall  have  deposited  or  caused  to be  deposited
irrevocably with the Trustee (or another trustee  satisfying the requirements of
Section  6.12 who shall  agree to comply  with,  and  shall be  entitled  to the
benefits of, the  provisions  of Section 4.3 through 4.9  inclusive and the last
paragraph  of Section  9.3  applicable  to the  Trustee,  for  purposes  of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically
pledged as security for, and dedicated  solely to, the benefit of the Holders of
such Securities and any coupons appertaining  thereto,  with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies  or currency unit or units in which such  Securities  and any coupons
appertaining  thereto  are then  specified  as payable at  Maturity),  or (B) if
Securities of such series are not subject to repayment at the option of Holders,


<PAGE>

Government  Obligations  which  through the payment of principal and interest in
respect thereof in accordance with their terms will provide,  not later than one
day before the due date of any payment  referred to in clause (x) or (y) of this
Section  4.6(a),  money in an amount or (C) a combination  thereof in an amount,
sufficient,  in the  opinion  of a  nationally  recognized  firm of  independent
certified  public  accountants  expressed  in a  written  certification  thereof
delivered to the Trustee,  to pay and  discharge,  and which shall be applied by
the Trustee to pay and  discharge,  (x) the principal of,  premium,  if any, and
interest, if any, on such Securities and any coupons appertaining thereto on the
Maturity of such  principal or  installment of principal or interest and (y) any
mandatory  sinking fund  payments  applicable  to such  Securities on the day on
which such  payments  are due and payable in  accordance  with the terms of this
Indenture and such Securities and any coupons appertaining thereto.  Before such
a deposit, the Company may make arrangements satisfactory to the Trustee for the
redemption of  Securities  at a future date or dates in accordance  with Article
10, which shall be given effect in applying the foregoing.

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

          (c) No Default or Event under Section 5.1(4) or 5.1(5) with respect to
such Securities and any coupons  appertaining thereto shall have occurred and be
continuing  during the period  commencing on the date of such deposit and ending
on the 91st day after such date (it being  understood  that this condition shall
not be deemed satisfied until the expiration of such period).

          (d) In the case of an election  under  Section 4.4, the Company  shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
stating that (i) the Company has received  from, or there has been published by,
the Internal  Revenue  Service a ruling,  or (ii) since the date of execution of
this  Indenture,  there has been a change in the  applicable  federal income tax
law, in either case to the effect that,  and based  thereon  such opinion  shall
confirm  that,  the  Holders of such  Securities  and any  coupons  appertaining
thereto will not recognize income,  gain or loss for federal income tax purposes
as a result of such  defeasance and will be subject to federal income tax on the
same  amounts and in the same  manner and at the same times,  as would have been
the case if such deposit, defeasance and discharge had not occurred.

          (e) In the case of an election  under  Section 4.5, the Company  shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
to the effect that the Holders of such  Securities and any coupons  appertaining
thereto will not recognize income,  gain or loss for federal income tax purposes
as a result of such covenant  defeasance  and will be subject to federal  income
tax on the same amounts,  in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

          (f) The  Company  shall have  delivered  to the  Trustee an  Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions


<PAGE>

precedent to the defeasance  under Section 4.4 or the covenant  defeasance under
Section 4.5 (as the case may be) have been complied with.

          (g) Such  defeasance or covenant shall be effected in compliance  with
any  additional or substitute  terms,  conditions  or  limitations  which may be
imposed on the Company in connection therewith as contemplated by Section 3.1.

          Section 4.7. DEPOSITED MONEY AND GOVERNMENT  OBLIGATIONS TO BE HELD IN
TRUST. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government  Obligations  (or other  property as may be provided  pursuant to
Section 3.1, including the proceeds thereof) deposited with the Trustee pursuant
to  Section  4.6 in  respect of any  Securities  of any  series and any  coupons
appertaining  thereto  shall be held in trust and  applied  by the  Trustee,  in
accordance with the provisions of such  Securities and any coupons  appertaining
thereto  and this  Indenture,  to the  payment,  either  directly or through any
Paying  Agent  (including  the  Company  acting as its own Paying  Agent) as the
Trustee  may  determine,  to the  Holders  of such  Securities  and any  coupons
appertaining  thereto  of all sums due and to become  due  thereon in respect of
principal,  premium,  if any,  and  interest,  if any.  Such  money  need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

          The Company shall pay and  indemnify the Trustee  against any tax, fee
or other  charge  imposed on or  assessed  against  the  Government  Obligations
deposited  pursuant to Section 4.6 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Securities.

          Unless  otherwise  specified with respect to any Security  pursuant to
Section 3.1, if,  after a deposit  referred to in Section  4.6(a) has been made,
(i) the Holder of a  Security  in  respect  of which  such  deposit  was made is
entitled to, and does,  elect  pursuant to Section  3.11(b) or the terms of such
Security to receive  payment in a currency  or currency  unit other than that in
which the deposit  pursuant  to Section  4.6(a) has been made in respect of such
Security,  or (ii) a Conversion  Event occurs as contemplated in Section 3.11(d)
or 3.11(e)  or by the terms of any  Security  in  respect  of which the  deposit
pursuant to Section 4.6(a) has been made, the  indebtedness  represented by such
Security and any coupons  appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of,
premium, if any, and interest,  if any, on such Security as the same becomes due
out of the proceeds  yielded by converting (from time to time specified below in
the case of any such election) the amount or other property deposited in respect
of such  Security  into the  currency  or currency  unit in which such  Security
becomes  payable as a result of such election or  Conversion  Event based on the
applicable  Market Exchange Rate for such currency or currency unit in effect on
the  second  Business  Day  prior to each  payment  date or,  in the case of the
occurrence and  continuance of a Conversion  Event with respect to such currency
or currency unit, based on the applicable Market Exchange Rate for such currency
or currency unit which is in effect at the time of the Conversion Event.



<PAGE>

          Section 4.8.  TRANSFERS AND  DISTRIBUTION AT COMPANY  REQUEST.  To the
extent  permitted  by the  Financial  Accounting  Standards  Board  Statement of
Financial  Accounting  Standards  No.  76,  as  amended  or  interpreted  by the
Financial Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent  permitted by the Commission,  the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request.

          (a)  Retransfer,  assign and  deliver to the  Company  any  securities
deposited with the Trustee pursuant to Section 4.6(a), PROVIDED that the Company
shall, in substitution therefor, simultaneously transfer, assign, and deliver to
the Trustee other  Government  Obligations  appropriate to satisfy the Company's
obligations in respect of the relevant Securities; and

          (b) The  Trustee  (and any Paying  Agent)  shall  promptly  pay to the
Company,  upon Company  Request,  any excess money or securities held by them at
any time, including,  without limitation,  any assets deposited with the Trustee
pursuant to Section 4.6(a) exceeding those necessary for the purposes of Section
4.6(a).

The Trustee shall not take the actions  described in subsections  (a) and (b) of
this Section 4.8 unless it shall have first received a written report of Ernst &
Young LLP, or another nationally  recognized  independent public accounting firm
(i)  expressing  their  opinion  that the  contemplated  action is  permitted by
Standard  No.  76  or  the  Commission,   for  transactions   accounted  for  as
extinguishment  of debt under the  circumstances  described in paragraph  3.c of
Standard No. 76 or any  successor  provision  and (ii)  verifying  the accuracy,
after  giving  effect  to such  action or  actions,  of the  computations  which
demonstrate  that  the  amounts   remaining  to  be  earned  on  the  Government
Obligations  deposited  with the  Trustee  pursuant  to Section  4.6(a)  will be
sufficient for purposes of Section 4.6(a).

          Section  4.9.  REINSTATEMENT.  If the  Trustee or the Paying  Agent is
unable to apply any money in accordance  with Section 4.7 by reason of any order
or judgment of any court or  governmental  authority  enjoining,  restraining or
otherwise  prohibiting such  application,  then the Company's  obligations under
this Indenture and the Securities of the series with respect to which such money
was deposited  shall be revived and reinstated as though no deposit had occurred
pursuant  to this  Article 4 until such time as the  Trustee or Paying  Agent is
permitted to apply all such money in  accordance  with  Section  4.7;  PROVIDED,
however,  that if the Company makes any payment of principal of (or premium,  if
any, on) or interest,  if any, on any  Securities  of any series  following  the
reinstatement of the Company's  obligations,  the Company shall be subrogated to
the rights of the Holders of such  Securities  to receive  such payment from the
money held by the Trustee or the Paying Agent with respect to such Securities.




<PAGE>

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

          Section  5.1.  EVENTS OF DEFAULT.  An "Event of  Default"  occurs with
respect to the  Securities of any series if  (regardless  of the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (1) the Company  defaults  in the payment of any  interest on any
     Security  of  that  series  or  any  coupon  appertaining  thereto  or  any
     additional  amount  payable  with respect to any Security of that series as
     specified  pursuant  to Section  3.1(b)(16)  when the same  becomes due and
     payable and such default continues for a period of 30 days,  whether or not
     such payment is prohibited by the subordination provisions of Article 12;

               (2) the Company  defaults in the payment of the  principal  of or
     any premium on any  Security  of that series when the same  becomes due and
     payable at its Maturity or on redemption or otherwise, or in the payment of
     a  mandatory  sinking  fund  payment  when  and as due by the  terms of the
     Securities of that series;

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

               (4)  the  Company  pursuant  to or  within  the  meaning  of  any
     Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of
     an order for relief against it in an involuntary  case, (C) consents to the
     appointment  of a Custodian  of it or for all or  substantially  all of its
     property,  or (D)  makes  a  general  assignment  for  the  benefit  of its
     creditors;

               (5) a court of competent  jurisdiction  enters an order or decree
     under any  Bankruptcy Law that (A) is for relief against the Company in any
     involuntary  case,  (B)  appoints a Custodian  of the Company or for all or
     substantially  all of its property,  or (C) orders the  liquidation  of the
     Company and the order or decree remains unstayed and in effect for 90 days;
     or



<PAGE>

               (6) any  other  Event of  Default  provided  as  contemplated  by
     Section 3.1 with respect to Securities of that series.

          The term  "Bankruptcy  Law" means Title 11, U.S.  Code, or any similar
federal or state law for the relief of debtors.  The term "Custodian"  means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

          Section 5.2.  ACCELERATION;  RESCISSION AND ANNULMENT.  If an Event of
Default with  respect to the  Securities  of any series at the time  Outstanding
occurs  and is  continuing,  the  Trustee  or the  Holders  of at  least  25% in
aggregate principal amount of all of the Outstanding  Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the  principal  (or, if the  Securities  of that series are Original
Issue Discount Securities or Indexed  Securities,  such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable and upon any such  declaration  such principal
(or, in the case of Original  Issue Discount  Securities or Indexed  Securities,
such specified amount) shall be immediately due and payable.

          At any time after such a declaration of  acceleration  with respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee,  may rescind and annul such  declaration  and its  consequences  if all
existing  Defaults  and Events of Default  with  respect to  Securities  of that
series, other than the non-payment of the principal of Securities of that series
which have  become due solely by such  declaration  of  acceleration,  have been
cured or waived as provided in Section 5.7. No such rescission  shall affect any
subsequent default or impair any right consequent thereon.

          Section 5.3.  COLLECTION OF INDEBTEDNESS  AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

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

               (2)  default  is  made in the  payment  of the  principal  of (or
     premium,  if any, on) any Security at the Maturity thereof and such default
     continues for a period of 10 days, or

               (3) default is made in the making or  satisfaction of any sinking
     fund payment or analogous  obligation when the same becomes due pursuant to
     the terms of the Securities of any series,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of such  Securities  or coupons,  if any,  the whole amount then due and
payable on such Securities for principal, premium, if any, and interest, if any,
and, to the extent that payment of such interest  shall be legally  enforceable,
interest on any overdue principal, premium, if any, and on any overdue interest,


<PAGE>


at the rate or rates prescribed  therefor in such Securities or coupons, if any,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

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

          Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition  or other  judicial  proceedings,  or any
voluntary  or  involuntary  case under the federal  bankruptcy  laws,  as now or
hereafter  constituted,  relative to the Company or any other  obligor  upon the
Securities  and coupons,  if any, of a particular  series or the property of the
Company or of such other  obligor,  the  Trustee  (irrespective  of whether  the
principal of such Securities shall then be due and payable as therein  expressed
or by declaration of acceleration  or otherwise and  irrespective of whether the
Trustee  shall have made any demand on the  Company  for the  payment of overdue
principal or interest) shall be entitled and empowered,  by intervention in such
proceeding or otherwise,

               (i) to file and prove a claim for the whole  amount of  principal
     (or,  if  the  Securities  of  such  series  are  Original  Issue  Discount
     Securities,  such portion of the principal amount as may be due and payable
     with respect to such series  pursuant to a declaration  in accordance  with
     Section 5.2) (and premium,  if any) and interest,  if any, owing and unpaid
     in respect of the  Securities  and any  coupons of such  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 the  reasonable
     compensation,  expenses,  disbursements  and advances of the  Trustee,  its
     agents and counsel) and of the Holders of such  Securities  and any coupons
     allowed in such judicial proceeding, and

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

and any receiver,  assignee,  trustee, custodian,  liquidator,  sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such


<PAGE>

Holder to make such  payments to the Trustee,  and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the  Trustee  any  amount  due it for  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.9.

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

          Section  5.5.  TRUSTEE  MAY  ENFORCE  CLAIMS  WITHOUT   POSSESSION  OF
SECURITIES.  All  rights  of action  and  claims  under  this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name,  as trustee of an express  trust,  and any  recovery  of  judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit of the Holders of the  Securities  or any coupons in respect of
which such judgment has been recovered.

          Section 5.6. DELAY OR OMISSION NOT WAIVER. No delay or omission by the
Trustee or any Holder of any Security to exercise  any right or remedy  accruing
upon any Event of Default  shall impair any such right or remedy or constitute a
waiver of or acquiescence  in any such Event of Default.  Every right and remedy
given  by this  Indenture  or by law to the  Trustee  or to the  Holders  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Trustee or by the Holders, as the case may be.

          Section 5.7.  WAIVER OF PAST DEFAULTS.  The Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities  of any
series by  notice to the  Trustee  may  waive on  behalf of the  Holders  of all
Securities  of such series a past  Default or Event of Default  with  respect to
such series and its consequences except (i) a Default or Event of Default in the
payment of the  principal  of,  premium,  if any,  or  interest,  if any, on any
Security of such series or any coupon appertaining thereto or (ii) in respect of
a covenant or provision  hereof which  pursuant to Section 8.2 cannot be amended
or modified  without the consent of the Holder of each  Outstanding  Security of
such series adversely  affected.  Upon any such waiver, such Default shall cease
to exist,  and any Event of Default  arising  therefrom  shall be deemed to have
been cured, for every purpose of this Indenture, but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

          Section  5.8.  CONTROL  BY  MAJORITY.  The  Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities of each
series  affected  (with each such series voting as a class) shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available  to the  Trustee or  exercising  any trust or power  conferred  on the
Trustee with respect to Securities of such series;  PROVIDED,  HOWEVER, that (i)


<PAGE>

the Trustee may refuse to follow any direction  that  conflicts with law or this
Indenture,  (ii)  subject to Section  6.1,  the Trustee may refuse to follow any
direction that is unduly  prejudicial to the rights of the Holders of Securities
of any such series not  consenting,  or that would in the good faith judgment of
the Trustee have a  substantial  likelihood of involving the Trustee in personal
liability  and (iii) the Trustee may take any other action  deemed proper by the
Trustee which is not inconsistent with such direction.

          Section 5.9. LIMITATION ON SUITS BY HOLDERS. No Holder of any Security
of any  series or any  related  coupons  shall have any right to  institute  any
proceeding,  judicial or otherwise,  with respect to this Indenture,  or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

               (2) the Holders of at least 25% in aggregate  principal amount of
     the  Outstanding  Securities of that series have made a written  request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

               (3) such Holder or Holders have offered to the Trustee  indemnity
     satisfactory to the Trustee against any loss, cost, liability or expense to
     be, or which may be, incurred by the Trustee in pursuing the remedy;

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

               (5) during  such  60-day  period,  the  Holders of a majority  in
     aggregate  principal  amount of the  Outstanding  Securities of that series
     have not given to the Trustee a direction  inconsistent  with such  written
     request.

          No one or more Holders shall have any right in any manner  whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain  priority or preference  over any other of such Holders or to enforce any
right under this  Indenture,  except in the manner  herein  provided and for the
equal  and  ratable  benefit  of all of such  Holders.  For the  protection  and
enforcement  of the  provisions  of this Section  5.9,  each and every Holder of
Securities or any coupons of any series and the Trustee for such series shall be
entitled to such relief as can be given at law or in equity.

          Section 5.10.  RIGHTS OF HOLDERS TO RECEIVE  PAYMENT.  Notwithstanding
any other provision of this Indenture,  but subject to Section 9.2, the right of
any Holder of a Security or coupon to receive  payment of principal of, premium,
if any,  and,  subject  to  Sections  3.5 and  3.7,  interest,  if any,  on such
Security,  on or after the respective due dates  expressed in such Security (or,
in case of redemption, on the Redemption Dates) and the right of any Holder of a
coupon to receive  payment of  interest  due as  provided  in such  coupon,  or,
subject to Section 5.9, to bring suit for the enforcement of any such payment on


<PAGE>

or after such respective  dates,  shall not be impaired or affected  without the
consent of such Holder.

          Section 5.11.  APPLICATION OF MONEY COLLECTED.  Subject to Article 12,
if the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following  order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal, premium, if any,
or  interest,  if any,  upon  presentation  of the  Securities  and the notation
thereon of the  payment if only  partially  paid and upon  surrender  thereof if
fully paid:

               FIRST: to the Trustee for amounts due under Section 6.9;

               SECOND:  to Holders of Securities and coupons in respect of which
     or for the benefit of which such money has been  collected  for amounts due
     and unpaid on such  Securities  for  principal  of,  premium,  if any,  and
     interest,  if any,  ratably,  without  preference  or priority of any kind,
     according to the amounts due and payable on such  Securities for principal,
     premium, if any, and interest, if any, respectively; and

               THIRD: to the Person or Persons entitled thereto.

          Section 5.12.  RESTORATION  OF RIGHTS AND REMEDIES.  If the Trustee or
any Holder has  instituted  any  proceeding to enforce any right or remedy under
this Indenture and such  proceeding has been  discontinued  or abandoned for any
reason, or has been determined  adversely to the Trustee or to such Holder, then
and in every such case,  subject to any  determination in such  proceeding,  the
Company,   the  Trustee  and  the  Holders  shall  be  restored   severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

          Section  5.13.  RIGHTS AND  REMEDIES  CUMULATIVE.  Except as otherwise
provided with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen  Securities  in the last  paragraph  of Section  3.6, no right or
remedy  herein  conferred  upon or  reserved  to the  Trustee or the  Holders 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.

          Section 5.14.  UNDERTAKING  FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture,  or in any suit against the Trustee
for any action taken,  suffered or omitted by it as Trustee, a court may require
any party  litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent  provided in the Trust  Indenture  Act;  PROVIDED  that  neither this
Section nor the Trust  Indenture  Act shall be deemed to authorize  any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.



<PAGE>

          Section 5.15.  WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent  that it may  lawfully do so) that it will not at any time insist
upon,  or  plead,  or in any  manner  whatsoever  claim or take the  benefit  or
advantage  of, any stay or extension  law wherever  enacted,  now or at any time
hereafter in force,  which may affect the covenants or the  performance  of this
Indenture;  and the Company  (to the extent  that it may  lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder,  delay or impede the  execution of any power herein  granted to
the  Trustee,  but will suffer and permit the  execution  of every such power as
though no such law had been enacted.


                                    ARTICLE 6

                                   THE TRUSTEE

          Section  6.1.  CERTAIN  DUTIES  AND  RESPONSIBILITIES.  The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing,  no provision of this Indenture shall require the
Trustee  to  expend  or risk its own  funds or  otherwise  incur  any  financial
liability in the performance of any of its duties hereunder,  or in the exercise
of any of its  rights  or  powers,  if it  shall  have  reasonable  grounds  for
believing that repayment of such funds or adequate  indemnity  against such risk
or liability is not reasonably  assured to it. Whether or not therein  expressly
so  provided,  every  provision  of this  Indenture  relating  to the conduct or
affecting  the  liability of or  affording  protection  to the Trustee  shall be
subject to the provisions of this Section.

          Section 6.2. RIGHTS OF TRUSTEE. Subject to the provisions of the Trust
Indenture Act:

          (a) The  Trustee  may  rely  and  shall  be  protected  in  acting  or
refraining from acting upon any resolution,  certificate, statement, instrument,
opinion,  report, notice, request,  direction,  consent, order, bond, debenture,
note 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 or direction of the Company  mentioned herein shall be
sufficiently  evidenced  by a Company  Request  or  Company  Order  (other  than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee for  authentication and delivery pursuant to Section 3.3, which shall be
sufficiently  evidenced as provided therein), and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution.

          (c) Whenever in the administration of this Indenture the Trustee shall
deem it  desirable  that a matter  be  proved or  established  prior to  taking,
suffering or omitting 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 or Opinion of Counsel.

          (d) The Trustee  may consult  with  counsel of its  selection  and the
written  advice of such  counsel or any  Opinion  of  Counsel  shall be full and


<PAGE>

complete  authorization and protection in respect of any action taken,  suffered
or omitted by it hereunder in good faith and in reliance thereon.

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

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

          (g) The Trustee may act through  agents or attorneys  and shall not be
responsible for the misconduct or negligence of any agent or attorney  appointed
with due care by it hereunder.

          (h) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

          Section  6.3.   TRUSTEE  MAY  HOLD   SECURITIES.   The  Trustee,   any
Authenticating  Agent, any Paying Agent, any Registrar or any other agent of the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the
Trust  Indenture  Act,  may  otherwise  deal with the  Company,  an Affiliate or
Subsidiary  with  the  same  rights  it  would  have  if it  were  not  Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

          Section  6.4.  MONEY HELD IN TRUST.  Money held by the  Trustee or any
Paying Agent in trust  hereunder need not be segregated  from other funds except
to the extent required by law. Neither the Trustee nor any Paying Agent shall be
under any liability for interest on any money received by it hereunder except as
otherwise set forth in this Indenture or as otherwise agreed with the Company.

          Section 6.5. TRUSTEE'S  DISCLAIMER.  The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication,  shall be
taken  as the  statements  of the  Company,  and  neither  the  Trustee  nor the
Authenticating  Agent assumes any responsibility for their correctness.  Neither
the Trustee nor the  Authenticating  Agent  makes any  representation  as to the
validity  or adequacy  of this  Indenture,  the  Securities  or any coupon.  The
Trustee shall not be accountable  for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.



<PAGE>

          Section 6.6. NOTICE OF DEFAULTS. If a Default occurs and is continuing
with respect to the  Securities of any series and if it is known to the Trustee,
the Trustee shall, within 90 days after it occurs,  transmit,  in the manner and
to the extent  provided in Section 313(c) of the Trust  Indenture Act, notice of
all uncured Defaults known to it; PROVIDED, HOWEVER, that, except in the case of
a Default in payment on the  Securities of any series,  the Trustee may withhold
the notice if and so long as the board of directors,  the executive committee or
a  committee  of  its  Responsible   Officers  in  good  faith  determines  that
withholding such notice is in the interests of the Holders of Securities of such
series;  PROVIDED  FURTHER  that,  in the case of any  Default  or breach of the
character specified in Section 5.1(3) with respect to the Securities and coupons
of such series,  no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

          Section 6.7.  REPORTS BY TRUSTEE TO HOLDERS.  (a) Within 60 days after
each May 15 of each  year  commencing  with the  first  May 15 after  the  first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of  Securities  as  provided in Section  313(c) of the Trust
Indenture  Act a brief  report  dated as of such May 15 if  required  by Section
313(a) of the Trust  Indenture  Act.  The Trustee also shall comply with Section
313(b) and (d) of the Trust Indenture Act and shall transmit to the Holders,  in
the  manner  and to the  extent  provided  in said  Section  313(c) of the Trust
Indenture  Act, such other reports,  if any, as may be required  pursuant to the
Trust Indenture Act.

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

          Section 6.8.  SECURITYHOLDER  LISTS.  The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and  addresses  of Holders of  Securities  of each  series.  If the
Trustee  is not  the  Registrar,  the  Company  shall  furnish  to  the  Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such  date as the  Trustee  may  reasonably  require,  containing  all the
information in the possession of the Registrar, the Company or any of its Paying
Agents  other  than the  Trustee  as to the names and  addresses  of  Holders of
Securities  of each such series.  If there are Bearer  Securities  of any series
Outstanding,  even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such  information  with respect to Holders of
such Bearer Securities only.

          Section 6.9. COMPENSATION AND INDEMNITY.

          (a) The  Company  shall  pay to the  Trustee  from  time to time  such
compensation  as shall be agreed  between  the  Company  and the Trustee for all
services rendered by the Trustee hereunder. The Trustee's compensation shall not
be limited by any law on  compensation  of a trustee  of an express  trust.  The
Company  shall  reimburse  the  Trustee  upon  its  request  for all  reasonable
out-of-pocket  expenses incurred by it in connection with the performance of its
duties under this  Indenture,  except any such expense as may be attributable to


<PAGE>

its  negligence  or bad  faith.  Such  expenses  shall  include  the  reasonable
compensation and expenses of the Trustee's agents and counsel.

          (b) The Company shall  indemnify the Trustee for, and hold it harmless
against, any loss, liability or expense incurred by it without negligence or bad
faith  on its part  arising  out of or in  connection  with  its  acceptance  or
administration  of the trust or trusts  hereunder.  The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not pay for any  settlement  made without its
consent.

          (c) The Company need not  reimburse  any expense or indemnify  against
any loss or liability incurred by the Trustee through negligence or bad faith.

          (d) To secure the payment  obligations of the Company pursuant to this
Section,  the Trustee shall have a lien prior to the Securities of any series on
all money or property  held or  collected  by the  Trustee,  except that held in
trust to pay  principal,  premium,  if any, and interest,  if any, on particular
Securities.

          (e) When the Trustee incurs expenses or renders services in connection
with an Event of Default  specified  in Section  5.1(4) or Section  5.1(5),  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.

          (f) The  provisions of this Section shall survive the  termination  of
this Indenture.

          Section 6.10. REPLACEMENT OF TRUSTEE.

          (a) The resignation or removal of the Trustee and the appointment of a
successor  Trustee  shall become  effective  only upon the  successor  Trustee's
acceptance of appointment as provided in Section 6.11

          (b) The Trustee may resign at any time with respect to the  Securities
of any series by giving written notice thereof to the Company. If the instrument
of  acceptance  by a successor  Trustee  required by Section 6.11 shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so  notifying  the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.


<PAGE>


          (d) If at any time:

               (1) the Trustee fails to comply with Section  310(b) of the Trust
     Indenture  Act after  written  request  therefor  by the  Company or by any
     Holder  who has been a bona  fide  Holder  of a  Security  for at least six
     months, or

               (2) the Trustee shall cease to be eligible  under Section  310(a)
     of the Trust  Indenture Act and shall fail to resign after written  request
     therefor by the Company or by any Holder of a Security  who has been a bona
     fide Holder of a Security for at least six months; or

               (3) the  Trustee  becomes  incapable  of  acting,  is  adjudged a
     bankrupt or an  insolvent or a receiver or public  officer  takes charge of
     the Trustee or its  property or affairs for the purpose of  rehabilitation,
     conservation or liquidation,

then,  in any such case,  (i) the Company may remove the Trustee with respect to
all  Securities,  or (ii) subject to Section 315(e) of the Trust  Indenture Act,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the removal of the Trustee  with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e) The Company may remove the Trustee with respect to the  Securities
of any series at any time by giving  written  notice  thereof to the  Trustee if
there is at the time of such removal no Default  with respect to the  Securities
of such series.

          (f) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee  for any reason,  with  respect to  Securities  of one or more
series,  the Company shall promptly appoint a successor  Trustee with respect to
the  Securities  of that or those  series  (it  being  understood  that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee  with
respect to the  Securities of any  particular  series) and shall comply with the
applicable  requirements  of  Section  6.11.  If,  within  one year  after  such
resignation,  removal or  incapability,  or the  occurrence of such  vacancy,  a
successor  Trustee  with  respect  to the  Securities  of any  series  shall  be
appointed  by Act of the  Holders  of a  majority  in  principal  amount  of the
Outstanding  Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such  appointment in accordance  with the applicable  requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company.  If
no successor  Trustee with  respect to the  Securities  of any series shall have
been so appointed by the Company or the Holders of such  Securities and accepted
appointment  in the manner  required by Section 6.11,  the resigning or retiring
Trustee,  or any  Holder who has been a bona fide  Holder of a Security  of such
series  for at least  six  months  may,  on  behalf of  himself  and all  others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.



<PAGE>

          Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

          (b) In case of the appointment  hereunder of a successor  Trustee with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  Trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein such successor Trustee shall accept such appointment and which (i) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  such  successor  Trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring  Trustee is not retiring with respect to all  Securities,  shall
contain  such  provisions  as shall be deemed  necessary or desirable to confirm
that all the rights,  powers,  trusts and duties of the  retiring  Trustee  with
respect  to the  Securities  of that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust and that each such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee and upon the execution and delivery of such  supplemental
indenture  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  to the  extent  provided  therein  and each such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring  Trustee with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee relates;  but, on request of the Company or any successor Trustee,  such
retiring  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Trustee all  property and money held by such  retiring  Trustee  hereunder  with
respect to the  Securities of that or those series to which the  appointment  of
such successor Trustee relates.

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

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



<PAGE>

          (e) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a  successor  Trustee  with  respect to the  Securities  of any series in the
manner  provided for notices to the Holders of  Securities  in Section 1.6. Each
notice  shall  include the name of the  successor  Trustee  with  respect to the
Securities of such series and the address of its Corporate Trust Office.

          Section 6.12. ELIGIBILITY;  DISQUALIFICATION. There shall at all times
be a Trustee  hereunder  which shall be eligible to act as Trustee under Section
310(a)(1)  of the Trust  Indenture  Act and shall  have a combined  capital  and
surplus of at least  $50,000,000  (or having a combined  capital  and surplus in
excess of $5,000,000 and the  obligations of which,  whether now in existence or
hereafter incurred,  are fully and  unconditionally  guaranteed by a corporation
organized and doing business  under the laws of the United States,  any State or
Territory  thereof or of the District of Columbia and having a combined  capital
and  surplus  of at  least  $50,000,000).  If the  Trustee  or such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, State,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital and surplus of such the Trustee or corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  If at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect  hereinafter  specified in this  Article.  If the
Trustee has or shall acquire any conflicting  interest within the meaning of the
Trust  Indenture  Act, the Trustee  shall  comply with the  relevant  provisions
thereof.

          Section  6.13.  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION TO
BUSINESS.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  PROVIDED such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

          Section 6.14.  APPOINTMENT OF  AUTHENTICATING  AGENT.  The Trustee may
appoint an Authenticating  Agent or Agents with respect to one or more series of
Securities  which  shall  be  authorized  to act on  behalf  of the  Trustee  to
authenticate  Securities of such series issued upon  original  issue,  exchange,
registration  of transfer  or partial  redemption  thereof,  and  Securities  so
authenticated  shall be entitled to the benefits of this  Indenture and shall be
valid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee
hereunder.  Any such appointment  shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be  promptly  furnished  to the  Company.  Wherever  reference  is  made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's  certificate  of  authentication,  such  reference  shall be deemed to
include   authentication   and   delivery   on  behalf  of  the  Trustee  by  an


<PAGE>

Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and,  except as may otherwise be provided  pursuant to
Section  3.1,  shall  at all  times be a bank or trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any State or the District of Columbia,  authorized under
such laws to act as Authenticating Agent. If such Authenticating Agent publishes
reports of condition at least annually,  pursuant to law or the  requirements of
such supervising or examining authority,  then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

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

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

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



<PAGE>

          This  is  one  of  the   Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:
                                                BANK ONE, N.A., as Trustee


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


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


Sections 6.2, 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

          Section 6.15. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.
Any application by the Trustee for written instructions from the Company may, at
the option of the Trustee,  set forth in writing any action proposed to be taken
or omitted by the  Trustee  under this  Indenture  and the date on and/or  after
which  such  action  shall be taken or such  omission  shall be  effective.  The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal  included in such application on or after the date
specified  in such  application  (which  date  shall  not be less  than  fifteen
Business Days after the date any officer of the Company  actually  receives such
application,  unless any such  officer  shall have  consented  in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

          Section 6.16.  PREFERENTIAL  COLLECTION OF CLAIMS AGAINST COMPANY.  If
and when the Trustee  shall be or become a creditor of the Company (or any other
obligor  upon the  Securities  or the  coupons,  if any),  the Trustee  shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).


                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

          Section  7.1.  CONSOLIDATION,  MERGER OR SALE OF ASSETS BY THE COMPANY
PERMITTED.  The  Company  may not  merge or  consolidate  with or into any other
corporation  or sell,  convey,  transfer,  lease or otherwise  dispose of all or
substantially  all of its assets to any Person,  unless  (i)(A) in the case of a
merger or consolidation,  the Company is the surviving corporation or (B) in the
case of a  merger  or  consolidation  where  the  Company  is not the  surviving
corporation and in the case of any such sale,  conveyance or other  disposition,


<PAGE>

the  resulting,  successor or acquiring  Person is a  corporation  organized and
existing  under the laws of the  United  States,  any State or the  District  of
Columbia and such corporation  expressly  assumes by supplemental  indenture all
the obligations of the Company under the Securities and any coupons appertaining
thereto and under this Indenture, (ii) immediately thereafter,  giving effect to
such merger or consolidation, or such sale, conveyance, transfer, lease or other
disposition  (including,   without  limitation,  any  indebtedness  directly  or
indirectly  incurred or  anticipated  to be incurred  in  connection  with or in
respect  of such  transactions),  no  Default  or Event of  Default  shall  have
occurred and be continuing and (iii) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such merger or
consolidation,  or such sale, conveyance,  transfer, lease or other disposition,
complies with this Article and that all  conditions  precedent  relating to such
transaction have been complied with as herein provided.

          Section 7.2.  SUCCESSOR  CORPORATION  SUBSTITUTED.  Upon any merger or
consolidation  of the Company  with or into any other  corporation  or any sale,
conveyance,  transfer, lease or other disposition of all or substantially all of
the assets of the Company to any other Person, the successor  corporation formed
by such consolidation or into which the Company is merged or the Person to which
such conveyance,  transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such  successor  Person had been named as the Company
herein,  and thereafter,  except in the case of a lease to another  Person,  the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

          Section  8.1.  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT OF  HOLDERS.
Without the consent of any Holders,  the  Company,  when  authorized  by a Board
Resolution,  and the Trustee,  at any time and from time to time, may enter into
one or more indentures  supplemental hereto, in form reasonably  satisfactory to
the Trustee, for any of the following purposes:

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

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

               (3) to add any  additional  Events of Default with respect to all
     or any series of Securities; or



<PAGE>

               (4) to add to or change any of the  provisions of this  Indenture
     to such extent as shall be necessary to  facilitate  the issuance of Bearer
     Securities   (including,   without  limitation,   to  provide  that  Bearer
     Securities may be  registrable  as to principal  only) or to facilitate the
     issuance of Securities in global form,  PROVIDED that any such action shall
     not  adversely  affect the  interests of the Holders of  Securities  of any
     series or any related coupons in any material respect; or

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

               (6) to secure the Securities; or

               (7) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 3.1; or

               (8) to evidence  and provide for the  acceptance  of  appointment
     hereunder by a successor  Trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.10; or

               (9)  if  allowed  without  penalty  under   applicable  laws  and
     regulations,  to permit payment in the United States  (including any of the
     states and the District of Columbia), its territories,  its possessions and
     other areas subject to its jurisdiction of principal,  premium,  if any, or
     interest, if any, on Bearer Securities or coupons, if any; or

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

               (11) to supplement  any of the  provisions  of this  Indenture to
     such extent as shall be necessary to permit or  facilitate  the  defeasance
     and discharge of any series of  Securities  pursuant to Article 4, PROVIDED
     that any such  action  shall not  adversely  affect  the  interests  of the
     Holders of  Securities  of such series or any other series of Securities or
     any related coupons in any material respect.

          Section 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written  consent of the  Holders of not less than a  majority  of the  aggregate
principal amount of the Outstanding Securities of each series adversely affected
by such  supplemental  indenture,  the Company and the Trustee may enter into an
indenture  or  indentures  supplemental  hereto to add any  provisions  to or to
change or eliminate any provisions of this  Indenture or of any other  indenture


<PAGE>

supplemental hereto or to modify the rights of the Holders of Securities of each
such series;  PROVIDED,  HOWEVER, that without the consent of the Holder of each
Outstanding Security affected thereby, an amendment under this Section may not:

               (1)  change  the  Stated  Maturity  of the  principal  of, or any
     installment  of principal of or interest  on, any  Security,  or reduce the
     principal  amount  thereof or the rate of  interest  thereon or any premium
     payable upon the redemption  thereof, or reduce the amount of the principal
     of an Original Issue Discount Security that would be due and payable upon a
     declaration of  acceleration  of the Maturity  thereof  pursuant to Section
     5.2, or change the coin or currency in which any  Securities or any premium
     or interest  thereon is payable,  or impair the right to institute suit for
     the enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date);

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

               (3) change any obligation of the Company to maintain an office or
     agency in the places and for the purposes specified in Section 9.2; or

               (4) make any change in Section 5.7 or this  Section 8.2 except to
     increase any percentage or to provide that certain other provisions of this
     Indenture  cannot be modified or waived  without the consent of the Holders
     of each Outstanding Security affected thereby.

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

          Upon the  request  of the  Company,  accompanied  by a copy of a Board
Resolution  authorizing the execution of any such  supplemental  indenture,  and
upon the filing  with the  Trustee of  evidence of the consent of the Holders as
aforesaid,  the  Trustee  shall join with the Company in the  execution  of such
supplemental  indenture.  It is not  necessary  under this  Section  8.2 for the
Holders  to  consent  to  the  particular  form  of  any  proposed  supplemental
indenture, but it is sufficient if they consent to the substance thereof.

          Section 8.3.  COMPLIANCE WITH TRUST INDENTURE ACT. Every  supplemental
indenture  executed  pursuant to this Article shall comply with the requirements
of the Trust Indenture Act as then in effect.



<PAGE>

          Section 8.4. EXECUTION OF SUPPLEMENTAL  INDENTURES.  In executing,  or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article  or the  modification  thereby  of the  trusts  created by this
Indenture,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such  supplemental  indenture is authorized or permitted by this Indenture.  The
Trustee  may, but shall not be  obligated  to, enter into any such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

          Section 8.5. EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of
this Indenture for all purposes;  and every Holder of Securities  theretofore or
thereafter  authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

          Section  8.6.  REFERENCE IN  SECURITIES  TO  SUPPLEMENTAL  INDENTURES.
Securities,  including any coupons,  of any series  authenticated  and delivered
after the execution of any supplemental  indenture pursuant to this Article may,
and shall if required by the  Trustee,  bear a notation in form  approved by the
Trustee as to any matter  provided for in such  supplemental  indenture.  If the
Company shall so determine,  new Securities  including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such  supplemental  indenture  may be prepared  and  executed by the Company and
authenticated   and  delivered  by  the  Trustee  in  exchange  for  Outstanding
Securities including any coupons of such series.

          Section 8.7.  NOTICE OF  SUPPLEMENTAL  INDENTURE.  Promptly  after the
execution  by the  Company  and  the  appropriate  Trustee  of any  supplemental
indenture pursuant to Section 8.2, the Company shall transmit, in the manner and
to the extent  provided  in  Section  1.6,  to all  Holders of any series of the
Securities  affected  thereby,  a notice  setting  forth in  general  terms  the
substance of such supplemental indenture.


                                    ARTICLE 9

                                    COVENANTS

          Section 9.1. PAYMENT OF PRINCIPAL,  PREMIUM, IF ANY, AND INTEREST,  IF
ANY.  The  Company  covenants  and agrees for the benefit of the Holders of each
series of  Securities  that it will duly and  punctually  pay the  principal of,
premium,  if any,  and  interest,  if any, on the  Securities  of that series in
accordance  with  the  terms  of the  Securities  of such  series,  any  coupons
appertaining thereto and this Indenture. An installment of principal or interest
shall be  considered  paid on the date it is due if the Trustee or Paying  Agent
holds on that date money  designated for and sufficient to pay the  installment.
Unless  otherwise  specified as  contemplated by Section 3.1 with respect to any
series of  Securities  or except as  otherwise  provided  in  Section  3.7,  any
interest due on Bearer  Securities on or before  Maturity  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced  thereby as they severally  mature. If so provided


<PAGE>

in the terms of any series of Securities established as provided in Section 3.1,
the interest,  if any, due in respect of any temporary Securities in global form
or  definitive  Security in global form,  together with any  additional  amounts
payable in respect  thereof,  as  provided in the terms and  conditions  of such
Security,  shall be  payable  only upon  presentation  of such  Security  to the
Trustee for notation thereon of the payment of such interest.

          Section  9.2.  MAINTENANCE  OF OFFICE OR AGENCY.  If  Securities  of a
series are issued as  Registered  Securities,  the Company will maintain in each
Place of  Payment  for any  series of  Securities  an  office  or  agency  where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities of that series and this  Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Company will maintain, (i) subject
to any laws or regulations applicable thereto, an office or agency in a Place of
Payment  for that  series  which is located  outside  the United  States,  where
Securities of that series and related  coupons may be presented and  surrendered
for payment; PROVIDED, HOWEVER, that if the Securities of that series are listed
on any stock exchange  located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in any required city located outside the United States,  as the case
may be, so long as the  Securities  of that series are listed on such  exchange,
and (ii) subject to any laws or regulations  applicable  thereto,  in a Place of
Payment for that series located outside the United States,  where  Securities of
that series may be surrendered  for exchange and where notices and demands to or
upon the Company in respect of the  Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location,  and any change in the location,  of any such office or agency.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the
Trustee as its agent to receive all such presentations,  surrenders, notices and
demands.

          Unless otherwise  specified as contemplated by Section 3.1, no payment
of  principal,  premium or  interest on Bearer  Securities  shall be made at any
office or agency of the  Company in the United  States,  by check  mailed to any
address in the United  States,  by transfer to an account  located in the United
States  or upon  presentation  or  surrender  in the  United  States of a Bearer
Security  or coupon for  payment,  even if the  payment  would be credited to an
account  located  outside the United  States;  PROVIDED,  HOWEVER,  that, if the
Securities  of a series  are  denominated  and  payable in  Dollars,  payment of
principal  of and any premium or interest on any such Bearer  Security  shall be
made at the office of the  Company's  Paying Agent in the Borough of  Manhattan,
The City of New York,  if (but only if) payment in Dollars of the full amount of
such  principal,  premium  or  interest,  as the case may be, at all  offices or
agencies outside the United States  maintained for the purpose of the Company in
accordance  with this Indenture is illegal or effectively  precluded by exchange
controls or other similar restrictions.

          The  Company  may also from time to time  designate  one or more other
offices or agencies where the Securities  (including any coupons, if any) of one


<PAGE>

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

          Unless otherwise specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent.

          Section  9.3.  MONEY FOR  SECURITIES  TO BE HELD IN  TRUST;  UNCLAIMED
MONEY. If the Company shall at any time act as its own Paying Agent with respect
to any  series  of  Securities,  it  will,  on or  before  each  due date of the
principal  of,  premium,  if any, or interest on any of the  Securities  of that
series,  segregate  and hold in trust for the  benefit of the  Persons  entitled
thereto a sum sufficient to pay the principal,  premium, if any, or interest, if
any, so becoming  due until such sums shall be paid to such Persons or otherwise
disposed of as herein  provided and will promptly  notify the Trustee in writing
of its action or failure so to act.

          The Company will cause each Paying Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section, that such Paying Agent will:

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

               (2) give the Trustee notice of any default by the Company (or any
     other  obligor  upon the  Securities  of that  series) in the making of any
     payment  of  principal,  premium,  if any,  or  interest,  if  any,  on the
     Securities;

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

               (4) acknowledge,  accept and agree to comply in all respects with
     the  provisions  of this  Indenture  relating  to the  duties,  rights  and
     disabilities of the Paying Agent.

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



<PAGE>

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company in trust for the payment of any  principal,  premium,  if any, or
interest,  if any, on any Security of any series and remaining unclaimed for two
years after such principal, premium, if any, or interest, if any, has become due
and payable shall be paid to the Company on Company  Request or (if then held by
the  Company)  shall be  discharged  from  such  trust;  and the  Holder of such
Security and coupon, if any, shall thereafter, as an unsecured general creditor,
look only to the Company for payment  thereof,  and all liability of the Trustee
or such Paying Agent with respect to such trust money,  and all liability of the
Company as trustee thereof, shall thereupon cease;  PROVIDED,  HOWEVER, that the
Trustee or such Paying Agent,  before being required to make any such repayment,
may at the expense of the Company  cause to be  published  once,  in a newspaper
published in the English  language,  customarily  published on each Business Day
and of  general  circulation  in The City of New York,  or cause to be mailed to
such Holder,  notice that such money remains  unclaimed  and that,  after a date
specified  therein,  which  shall not be less than 30 days from the date of such
publication,  any unclaimed  balance of such money then remaining will be repaid
to the Company.

          Section 9.4.  CORPORATE  EXISTENCE.  Subject to Article 7, the Company
will at all times do or cause to be done all things  necessary  to preserve  and
keep in full  force and  effect  its  corporate  existence  and its  rights  and
franchises;  PROVIDED  that  nothing  in this  Section  9.4  shall  prevent  the
abandonment or termination of any right or franchise of the Company,  if, in the
opinion of the Company, such abandonment or termination is in the best interests
of the  Company  and does not  materially  adversely  affect the  ability of the
Company to operate its business or to fulfill its obligations hereunder.

          Section 9.5. REPORTS BY THE COMPANY. The Company covenants:

          (a) to file with the  Trustee,  within 30 days  after the  Company  is
required to file the same with the Commission,  copies of the annual reports and
of the  information,  documents and other reports (or copies of such portions of
any of the  foregoing  as the  Commission  may from  time to time by  rules  and
regulations  prescribe)  which it may be  required  to file with the  Commission
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended;  or if it is not required to file information,  documents or reports
pursuant  to either of such  sections,  then to file  with the  Trustee  and the
Commission,  in accordance  with rules and  regulations  prescribed from time to
time by the  Commission,  such of the  supplementary  and periodic  information,
documents  and  reports  which may be  required  pursuant  to  Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a Security listed and
registered on a national  securities  exchange as may be prescribed from time to
time in such rules and regulations;

          (b) to file with the Trustee and the  Commission,  in accordance  with
the rules and regulations  prescribed from time to time by the Commission,  such
additional  information,  documents and reports with respect to compliance by it
with the conditions and covenants  contained or provided for in this  Indenture,
as may be required from time to time by such rules and regulations; and



<PAGE>

          (c) to transmit to all Holder of Securities,  within 30 days after the
filing  thereof  with the Trustee,  in the manner and to the extent  provided in
Section 313(c) of the Trust  Indenture  Act, such summaries of any  information,
documents and reports required to be filed by it pursuant to subsections (a) and
(b) of this Section 9.5, as may be required by rules and regulations  prescribed
from time to time by the Commission.

          Section 9.6. ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULT. The Company
covenants and agrees to deliver to the Trustee, within 120 days after the end of
each  fiscal  year  of the  Company,  a brief  certificate  from  the  principal
executive officer,  principal financial officer, or principal accounting officer
as to his or her knowledge of the Company's  compliance  with all conditions and
covenants  under this  Indenture.  For purposes of Section 9.7, such  compliance
shall be  determined  without  regard to any period of grace or  requirement  of
notice  provided under this  Indenture.  The Company shall file with the Trustee
written notice of occurrence of any Event of Default within thirty Business Days
of its becoming aware of any such Event of Default.

          Section 9.7. WAIVER OF CERTAIN  COVENANTS AND CONDITIONS.  The Company
may omit in any particular instance to comply with any term, covenant, provision
or condition set forth in Sections 9.4 through 9.6,  inclusive,  or  established
pursuant to Section 3.1 with respect to the  Securities  of any series if before
or after the time for such compliance the Holders of not less than a majority in
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waiver such compliance in such instance or generally waive
compliance with such term, covenant,  provision or condition, but no such waiver
shall extend to or affect such term, covenant,  provision or condition except to
the extent so expressly  waived,  and, until such waiver shall become effective,
the  obligations  of the Company and the duties of the Trustee in respect of any
such term,  covenant,  provision  or  condition  shall  remain in full force and
effect.


                                   ARTICLE 10

                                   REDEMPTION

          Section 10.1. APPLICABILITY OF ARTICLE. Securities (including coupons,
if any) of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise  specified as
contemplated  by Section 3.1 for  Securities of any series) in  accordance  with
this Article.

          Section 10.2. ELECTION TO REDEEM;  NOTICE TO TRUSTEE.  The election of
the  Company to redeem  any  Securities,  including  coupons,  if any,  shall be
evidenced by a Board  Resolution or, in the case of an election made pursuant to
authority granted in a Board Resolution,  an Officer's Certificate.  In the case
of any redemption at the election of the Company of less than all the Securities
of coupons,  if any, of any series, the Company shall, at least 60 days prior to
the  Redemption  Date fixed by the  Company  (unless a shorter  notice  shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
to the tenor of the Securities to be redeemed.  In the case of any redemption of
Securities  (i) prior to the expiration of any  restriction  on such  redemption


<PAGE>

provided in the terms of such  Securities or elsewhere in this Indenture or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such  Securities,  the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction or condition.

          Section 10.3. SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified  as  contemplated  by  Section  3.1,  if less than all the  Securities
(including  coupons,  if any) of a series  with the same  original  issue  date,
interest rate and Stated Maturity are to be redeemed, the Trustee, not more than
45 days prior to the Redemption  Date, shall select the Securities of the series
to be redeemed in such  manner as the Trustee  shall deem fair and  appropriate.
The Trustee  shall make the  selection  from  Securities  of the series that are
Outstanding  and that have not  previously  been called for  redemption  and may
provide for the  selection  for  redemption  of  portions  (equal to the minimum
authorized denomination for Securities including coupons, if any, of that series
or any  integral  multiple  thereof)  of the  principal  amount  of  Securities,
including  coupons,  if any,  of such series of a  denomination  larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for  redemption  and,  in  the  case  of any  Securities  selected  for  partial
redemption, the principal amount thereof to be redeemed.

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

          Section 10.4.  NOTICE OF  REDEMPTION.  Unless  otherwise  specified as
contemplated by Section 3.1,  notice of redemption  shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

          All notices of redemption shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

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

               (4) in case any  Security  is to be  redeemed  in part only,  the
     notice  which  relates to such  Security  shall state that on and after the
     Redemption Date, upon surrender of such Security,  the Holder will receive,
     without a charge, a new Security or Securities of authorized  denominations
     for the principal amount thereof remaining unredeemed;



<PAGE>

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

               (6) that  Securities of the series called for  redemption and all
     unmatured coupons, if any,  appertaining thereto must be surrendered to the
     Paying Agent to collect the redemption price;

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

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

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

               (10) CUSIP number (if any).

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

          Section 10.5.  DEPOSIT OF REDEMPTION  PRICE. On or prior to 12:00 Noon
New York City time on any  Redemption  Date,  the Company shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as  provided  in Section  9.3) an amount of
money in the  currency or  currencies  (including  currency  units or  composite
currencies)  in which the  Securities  of such  series  are  payable  (except as
otherwise  specified  pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption  Date the  Redemption  Price of, and (unless
the Redemption Date shall be an Interest Payment Date) interest, if any, accrued
to the Redemption  Date on, all  Securities or portions  thereof which are to be
redeemed on that date.

          Unless any  Security by its terms  prohibits  any sinking fund payment
obligation  from  being   satisfied  by  delivering  and  crediting   Securities
(including  Securities  redeemed  otherwise  than through a sinking  fund),  the
Company may deliver such  Securities to the Trustee for  crediting  against such
payment  obligation in  accordance  with the terms of such  Securities  and this
Indenture.

          Section  10.6.  SECURITIES  PAYABLE  ON  REDEMPTION  DATE.  Notice  of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified,  and from and after  such date  (unless  the  Company  shall
default in the payment of the  Redemption  Price and accrued  interest,  if any)
such  Securities  shall  cease to bear  interest  and the  coupons  for any such


<PAGE>

interest  appertaining to any Bearer  Security so to be redeemed,  except to the
extent provided below,  shall be void. Except as provided in the next succeeding
paragraph,  upon surrender of any such Security,  including coupons, if any, for
redemption in accordance  with said notice,  such Security  shall be paid by the
Company at the Redemption Price,  together with accrued interest, if any, to the
Redemption Date; PROVIDED,  HOWEVER,  that installments of interest,  if any, on
Bearer  Securities  whose Stated  Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency  located  outside the United States
and its  possessions  (except as otherwise  provided in Section 9.2) and, unless
otherwise  specified as contemplated by Section 3.1, only upon  presentation and
surrender  of coupons for such  interest;  and  PROVIDED  FURTHER  that,  unless
otherwise specified as contemplated by Section 3.1, installments of interest, if
any, on Registered  Securities  whose Stated Maturity is prior to the Redemption
Date  shall  be  payable  to the  Holder  of  such  Securities,  or one or  more
Predecessor  Securities,  registered  as such at the  close of  business  on the
relevant  Record Dates  according to their terms and the  provisions  of Section
3.7.

          If  any  Bearer  Security  surrendered  for  redemption  shall  not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption  Price an amount
equal to the face amount of all such missing  coupons,  or the surrender of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent  harmless.  If thereafter the Holder of such Bearer
Security  shall  surrender  to the Trustee or any Paying  Agent any such missing
coupon in respect of which a deduction  shall have been made from the Redemption
Price,  such  Holder  shall be  entitled  to  receive  the  amount so  deducted;
PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at
an office or agency  located  outside of the United States  (except as otherwise
provided   pursuant  to  Section  9.2)  and,  unless   otherwise   specified  as
contemplated  by Section  3.1,  only upon  presentation  and  surrender of those
coupons.

          If any  Security  called  for  redemption  shall  not be so paid  upon
surrender  thereof for  redemption,  the principal (and premium,  if any) shall,
until  paid,  bear  interest  from  the  Redemption  Date at the  rate,  if any,
prescribed therefor in the Security.

          Section  10.7.  SECURITIES  REDEEMED  IN  PART.  Upon  surrender  of a
Security that is redeemed in part at any Place of Payment therefor (with, if the
Company or the Trustee so requires,  due endorsement by, or a written instrument
of transfer in form  satisfactory  to the Company and the Trustee duly  executed
by, the Holder thereof or his attorney duly authorized in writing),  the Company
shall  execute and the Trustee shall  authenticate  and deliver to the Holder of
that Security,  without service charge, a new Security or Securities of the same
series  and of like  tenor  with the same  form  and the  same  Maturity  in any
authorized  denomination  equal in aggregate  principal amount to the unredeemed
portion of the principal of the Security  surrendered;  PROVIDED,  HOWEVER, that
the  Depositary  need not  surrender  a  Security  in global  form for a partial
redemption  and may be  authorized  to make a notation on such  Security of such
partial redemption.  In the case of a partial redemption of a Security in global
form, the Depositary,  and in turn, the  participants  in the Depositary,  shall
have the responsibility to select any Securities to be redeemed by random lot.




<PAGE>

                                   ARTICLE 11

                                  SINKING FUNDS

          Section 11.1. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be  applicable  to any sinking fund for the  retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  3.1 for
Securities of such series.

          The minimum  amount of any sinking  fund  payment  provided for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment," and any payment in excess of such minimum amount  provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  11.2.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of any  series  as  provided  for by  the  terms  of
Securities of such series.

          Section 11.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH  SECURITIES.
The Company (i) may deliver  Outstanding  Securities of a series (other than any
previously called for redemption)  together, in the case of Bearer Securities of
such series, with all unmatured coupons  appertaining thereto and (ii) may apply
as a credit  Securities  of a series  which  have  been  redeemed  either at the
election of the Company  pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities,  in each case in satisfaction of all or any part of any sinking
fund payment with respect to the  Securities of such series  required to be made
pursuant to the terms of such  Securities  as provided  for by the terms of such
series; PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

          Section 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking  fund  payment  date for any series of  Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an  Officer's  Certificate  specifying  the amount of the
next ensuing  sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion  thereof,  if any,  which is to be satisfied by  delivering  and
crediting  Securities  of that  series  pursuant  to Section  11.2 and will also
deliver to the Trustee any Securities to be so delivered.  Not less than 30 days
before  each such  sinking  fund  payment  date,  the Trustee  shall  select the
Securities  to be redeemed  upon such  sinking  fund  payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the  expense  of the  Company in the  manner  provided  in
Section  10.4.  Such  notice  having  been duly given,  the  redemption  of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
10.6 and 10.7.




<PAGE>

                                   ARTICLE 12

                           SUBORDINATION OF SECURITIES

          Section  12.1  SECURITIES  SUBORDINATED  TO SENIOR  INDEBTEDNESS.  All
Securities  and any coupons  appertaining  thereto  issued under this  Indenture
shall be issued  subject  to the  following  provisions  and each  Holder of any
Security  or any  coupon  whether  upon  original  issue  or  upon  transfer  or
assignment thereof accepts and agrees to be bound by such provisions.

          All Securities and any coupons  appertaining  thereto issued hereunder
shall,  to the extent and in the manner  hereinafter  set forth, be subordinated
and  subject  in right of  payment  to the prior  payment  in full of all Senior
Indebtedness. "Senior Indebtedness" means (i) the principal of, premium, if any,
interest,  if any,  and other  amounts  in respect  of (A)  indebtedness  of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  bonds or other similar instruments issued by the Company,  (ii) all
capital lease  obligations of the Company,  (iii) all obligations of the Company
issued or assumed as the deferred  purchase price of property,  all  conditional
sale  obligations  of the Company and all  obligations  of the Company under any
title retention  agreement (but excluding trade accounts  payable arising in the
ordinary  course of  business),  (iv) all  obligations  of the  Company  for the
reimbursement on any letter of credit,  bankers  acceptance,  security  purchase
facility or similar credit transaction, (v) all obligations of the type referred
to in clauses (i) through  (iv) above of other  Persons for the payment of which
the Company is  responsible  or liable as obligor,  guarantor or otherwise,  and
(vi) all obligations of the type referred to in clauses (i) through (v) above of
other  Persons  secured  by any lien on any  property  or  asset of the  Company
(whether or not such  obligation  is assumed by the Company)  except for (1) any
such  indebtedness or other  obligation that is by its terms  subordinated to or
PARI  PASSU  with the  Securities,  (2) any  indebtedness  between  or among the
Company and its  affiliates,  including all other debt securities and guarantees
in respect of those debt securities, initially issued to any trust, or a trustee
of such trust,  partnership  or other entity  affiliated  with the Company that,
directly  or  indirectly,  is a financing  vehicle of the Company (a  "financing
entity") in connection  with the issuance by such financing  entity of preferred
securities  or other  securities  that rank PARI PASSU  with,  or junior to, the
Securities and (3) the Company's  guarantee of certain payments under the 8-1/2%
Convertible Trust Originated Preferred Securities issued by Continental Airlines
Finance  Trust and the  Company's  8-1/2%  Convertible  Subordinated  Deferrable
Interest  Debentures  due 2020.  Such Senior  Indebtedness  shall continue to be
Senior Indebtedness and entitled to the benefits of the subordination provisions
herein irrespective of any amendment, modification or waiver of any term of such
Senior  Indebtedness.  The payment of the  principal  of,  premium,  if any, and
interest,  if any, on the  Securities  and coupons shall rank senior in right of
payment  to the  Company's  guarantee  of  certain  payments  under  the  8-1/2%
Convertible Trust Originated Preferred Securities issued by Continental Airlines
Finance  Trust and the  Company's  8-1/2%  Convertible  Subordinated  Deferrable
Interest Debentures due 2020.

          All provisions of this Article 12 shall be subject to Section 12.10.



<PAGE>

          Section  12.2. NO PAYMENTS IN CERTAIN  CIRCUMSTANCES;  PAYMENT OVER OF
PROCEEDS UPON DISSOLUTION,  ETC. No payment on account of principal of, premium,
if any, or interest,  if any, on, or redemption or repurchase of, the Securities
or any coupons  appertaining  thereto or deposit  pursuant to Article 4 shall be
made if, at the time of such payment or immediately after giving effect thereto:
(i) there shall exist a default in the payment of principal of, premium, if any,
sinking funds or interest,  if any, (including a default under any repurchase or
redemption   obligations)   or  other   amounts   with  respect  to  any  Senior
Indebtedness,  or (ii) there shall have occurred an event of default (other than
a default  in the  payment  of  principal,  premium,  if any,  sinking  funds or
interest, if any) with respect to any Senior Indebtedness, as defined therein or
in the instrument  under which the same is  outstanding,  permitting the holders
thereof to accelerate the maturity thereof and written notice of such occurrence
shall have been given to the Company and to the Trustee under this  Indenture by
the  holder or  holders of such  Senior  Indebtedness  and such event of default
shall  not have  been  cured or  waived  or shall  not  have  ceased  to  exist.
Notwithstanding the foregoing, the Company may make, and the Trustee may receive
and shall  apply,  any  payment  in respect of the  Securities  (for  principal,
premium, if any, or interest,  if any, redemption or repurchase) if such payment
was made  prior  to the  occurrence  of any of the  contingencies  specified  in
clauses (i) and (ii) above.

          Upon  (i)  any  acceleration  of  the  principal  amount  due  on  the
Securities or (ii) any payment or  distribution  of assets of the Company of any
kind or character,  whether in cash,  property or securities,  to creditors upon
any dissolution, winding up or total or partial liquidation or reorganization of
the Company,  whether  voluntary or involuntary,  or in bankruptcy,  insolvency,
receivership or other  proceedings,  all principal of, premium,  if any, sinking
fund and interest, if any, or other amounts due or to become due upon all Senior
Indebtedness  shall first be paid in full,  or payment  thereof  provided for in
money or money's worth in accordance with its terms,  before any payment is made
on account of the principal  of,  premium,  if any, or interest,  if any, on, or
redemption or repurchase of, the indebtedness evidenced by the Securities or any
coupon  appertaining  thereto,  and upon any such  dissolution  or winding up or
liquidation  or  reorganization  any  payment or  distribution  of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
which the Holders of the Securities or any coupons  appertaining  thereto or the
Trustee  under this  Indenture  would be  entitled,  except  for the  provisions
hereof, shall be paid by the Company or by any receiver,  trustee in bankruptcy,
liquidating trustee,  agent or other Person making such payment or distribution,
or by the Holders of the  Securities or any coupons  appertaining  thereto or by
the Trustee under this  Indenture if received by them or it, as the case may be,
directly to the holders of Senior  Indebtedness (pro rata to each such holder on
the basis of the respective amounts of Senior  Indebtedness held by such holder)
or their representatives, to the extent necessary to pay all Senior Indebtedness
in full,  in money or  money's  worth,  after  giving  effect to any  concurrent
payment or distribution to or for the holders of Senior Indebtedness, before any
payment or  distribution is made to the Holders of the Securities or any coupons
appertaining thereto or to the Trustee under this Indenture.

          In  the  event  that,  contrary  to  the  foregoing,  any  payment  or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  shall be received by the Trustee or the Holders of the
Securities before all Senior  Indebtedness is paid in full or provision made for


<PAGE>

such payment,  in accordance with its terms, such payment or distribution  shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of such Senior Indebtedness or their  representative or representatives,
or to the  trustee  or  trustees  under  any  indenture  pursuant  to which  any
instruments  evidencing  any of such Senior  Indebtedness  have been issued,  as
their  respective  interests may appear,  for  application to the payment of all
Senior  Indebtedness  remaining  unpaid to the extent  necessary to pay all such
Senior Indebtedness in full in accordance with its terms, after giving effect to
any  concurrent  payment or  distribution  to or for the  holders of such Senior
Indebtedness.

          Subject to the payment in full of all Senior Indebtedness, the Holders
of the  Securities  and any  coupons  (together  with the  holders  of any other
indebtedness  of the Company  which is  subordinated  in right of payment to the
payment in full of all Senior  Indebtedness,  which is not subordinated in right
of  payment  to the  Securities  and which by its  terms  grants  such  right of
subrogation  to the holders  thereof)  shall be  subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
the Company made on the Senior  Indebtedness until the principal of, premium, if
any, and interest,  if any, on, or redemption or repurchase  of, the  Securities
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions  to the holders of Senior  Indebtedness  of any cash,  property or
securities to which the Holders of the Securities  and any coupons  appertaining
thereto or the  Trustee  would be  entitled  except for the  provisions  of this
Article,  and no payment over pursuant to the  provisions of this Article to the
holders of Senior Indebtedness by the Holders of the Securities or any coupon or
the Trustee, shall, as between the Company, its creditors other than the holders
of Senior Indebtedness,  and the Holders of Securities and coupons, be deemed to
be a  payment  by  the  Company  to  the  holders  of or on  account  of  Senior
Indebtedness,  it being  understood  that the provisions of this Article are and
are  intended  solely for the purpose of  defining  the  relative  rights of the
Holders of the  Securities  and  coupons,  on the one hand,  and the  holders of
Senior Indebtedness, on the other hand.

          Section  12.3.  NOTICE TO TRUSTEE OF  SPECIFIED  EVENTS;  RELIANCE  ON
CERTIFICATE OF LIQUIDATING  AGENT.  The Company shall give prompt written notice
to the Trustee of any  insolvency  or  bankruptcy  proceeding  in respect of the
Company,  of any  proceedings  for voluntary  liquidation,  dissolution or other
winding up of the Company  (whether or not involving  insolvency or bankruptcy),
of the  declaration  of any  Security  as due and payable  before its  expressed
maturity,  and of any event which pursuant to Section 12.2 would prevent payment
by the Company on account of the principal, premium, if any, or interest,if any,
on, or redemption or repurchase of, the Securities.  The Trustee, subject to the
provisions  of Section  6.1,  shall be entitled to assume that no such event has
occurred unless the Company, or a holder of Senior Indebtedness,  or any trustee
therefor, has given such notice.

          Upon any  distribution  of assets of the  Company  or payment by or on
behalf of the Company  referred to in this Article,  the Trustee and the Holders
of the Securities  shall be entitled to rely upon any order or decree of a court
of competent  jurisdiction in which any proceedings of the nature referred to in
Section 12.2 are pending, and the Trustee,  subject to the provisions of Section
6.1,  and the Holders of the  Securities  and coupons  shall be entitled to rely
upon a certificate  of the  liquidating  trustee or agent or other Person making
any  distribution  to the Trustee or to the Holders of the Securities or coupons


<PAGE>

for the purpose of  ascertaining  the Persons  entitled to  participate  in such
distribution,  the holders of the Senior  Indebtedness and other indebtedness of
the Company,  the amount thereof or payable thereon,  the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.
In the event that the Trustee  determines,  in good faith, that further evidence
is  required  with  respect  to the  right of any  Person  as a holder of Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article,  the  Trustee  may  request  such  Person to  furnish  evidence  to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such  Person,  as to the  extent to which  such  Person is  entitled  to
participate in such payment or distribution,  and as to other facts pertinent to
the  rights of such  Person  under this  Article,  and if such  evidence  is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination as to the right of such Person to receive such payment.

          Section 12.4 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE  SUBORDINATION OF
SECURITIES.  The Holder of each  Security and coupon by his  acceptance  thereof
authorizes  and  directs the Trustee on his behalf to take such action as may be
necessary or  appropriate  in the  discretion of the Trustee to  acknowledge  or
effectuate  the  subordination  of the Securities as provided in this Article 12
and appoints the Trustee his attorney-in-fact for such purpose.

          Section  12.5.  TRUSTEE NOT CHARGED  WITH  KNOWLEDGE  OF  PROHIBITION.
Notwithstanding  the  provisions of this Article or any other  provision of this
Indenture,  but subject to the  provisions of Section 6.1 as between the Holders
of  Securities  and coupons and the Trustee,  neither the Trustee nor any Paying
Agent shall be charged  with  knowledge  of any facts which would  prohibit  the
making of any payment of moneys to or by the  Trustee or any such Paying  Agent,
unless and until the Trustee or such Paying  Agent shall have  received  written
notice  thereof at its Corporate  Trust Office from the Company or any holder of
Senior  Indebtedness  or the  trustee  or  representative  of any holder of such
Senior  Indebtedness  on his behalf  identifying  the specific  sections of this
Indenture  involved and  describing in detail the facts that would  obligate the
Trustee to withhold payments to Holders of Securities; and, prior to the receipt
of any such  written  notice,  the Trustee  and any such  Paying  Agent shall be
entitled to assume that no such facts exist.

          If the  Trustee or Paying  Agent,  as the case may be,  shall not have
received, at least three Business Days prior to the date upon which by the terms
hereof any such moneys may become  payable for any purpose  (including,  without
limitation,  the payment of the principal of, premium,  if any, or the interest,
if any, on any Security) with respect to such moneys, the notice provided for in
this Section,  then, anything herein contained to the contrary  notwithstanding,
the Trustee and such Paying Agent, as the case may be, shall have full power and
authority  to receive such moneys and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary which
may be received by it within three Business Days prior to such date.

          Section   12.6.   TRUSTEE   NOT   FIDUCIARY   FOR  HOLDERS  OF  SENIOR
INDEBTEDNESS.  The Trustee shall not be deemed to owe any fiduciary  duty to the
holders of Senior  Indebtedness  and shall not be liable to any holder of Senior
Indebtedness  of the  Company if it shall in good faith  mistakenly  pay over or
deliver to Holders of  Securities  or coupons or the Company or any other Person


<PAGE>

cash,  property or  securities  to which any holder of such Senior  Indebtedness
shall be entitled by virtue of this Article 12 or otherwise. With respect to the
holders of Senior Indebtedness of the Company, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article 12, and no implied  covenants or obligations  with respect
to the holders of Senior  Indebtedness  of the  Company  shall be read into this
Indenture against the Trustee.

          Section 12.7 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS. The Trustee
in its individual capacity shall be entitled to all the rights set forth in this
Article 12 in respect of any Senior Indebtedness of the Company at any time held
by it to the same extent as any other holder of such Senior  Indebtedness of the
Company, and nothing in this Indenture shall be construed to deprive the Trustee
of any of its rights as such holder.

          Section 12.8 TRUSTEE'S  COMPENSATION  NOT PREJUDICED.  Nothing in this
Article 12 shall apply to amounts due to the Trustee pursuant to Section 6.9.

          Section 12.9 PAYMENT AGENT OTHER THAN THE TRUSTEE. In case at any time
any Paying Agent (including,  without limitation,  the Company or any Affiliate)
other than the  Trustee  shall have been  appointed  by the  Company and be then
acting  hereunder,  the term  "Trustee" as used in this Article 12 shall in such
case (unless the context shall  otherwise  require) be construed as extending to
and including  such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article 12 in addition to or
in place of the Trustee;  PROVIDED,  however,  that Sections 12.5, 12.6 and 12.7
shall not apply to the  Company or any  Affiliate  of the  Company if it or such
Affiliate acts as Paying Agent.

          Section 12.10 TRUST MONEYS NOT SUBORDINATED.  Notwithstanding anything
contained  herein to the  contrary,  payments  from  money  held in trust  under
Article 4 by the Trustee for the payment of principal of,  premium,  if any, and
interest,  if any,  on the  Securities  shall not be  subordinated  to the prior
payment of any Senior Indebtedness of the Company or subject to the restrictions
set forth in this  Article 12 and none of the Holders  shall be obligated to pay
over any such amount to the Company or any holder of Senior  Indebtedness of the
Company or any other creditor of the Company.

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


<PAGE>

          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 instrument.

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

                                                 CONTINENTAL AIRLINES, INC.,
                                                 as Issuer


                                                 By
                                                   -----------------------------
                                                   Title:
Attest:


- -----------------------------
Title:

                                                 BANK ONE, N.A., as Trustee


                                                 By
                                                   -----------------------------
                                                   Title:
Attest:


- -----------------------------
Title:



                                                                   EXHIBIT 24.2



                           POWER OF ATTORNEY FOR FOLEY




<PAGE>
                                                                   EXHIBIT 24.2



                                POWER OF ATTORNEY



     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective
  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.




                                        /s/ PATRICK FOLEY
                                        ----------------------------------------
                                                (Signature)

                              Printed Name: PATRICK FOLEY
                                            ------------------------------------


                                        Dated and effective as of June 10, 1997




                                                                    EXHIBIT 25.1



                   STATEMENT OF ELIGIBILITY OF BANK ONE, N.A.
                     WITH RESPECT TO SENIOR DEBT SECURITIES




<PAGE>

                                                   Registration No._____________


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM T-1


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


                 BANK ONE, N.A., (F.K.A. BANK ONE, COLUMBUS, NA)


               Not Applicable                                 31-4148768
(State of Incorporation if not a national bank)           (I.R.S. Employer 
                                                           Identification No.)


     100 East Broad Street, Columbus, Ohio                      43271-0181
(Address of trustee's principal executive offices)              (Zip Code)


                                   Jon Beacham
                         c/o Bank One Trust Company, NA
                              100 East Broad Street
                            Columbus, Ohio 43271-0181
                                 (614) 248-6229
            (Name, address and telephone number of agent for service)


                           CONTINENTAL AIRLINES, INC.
               (Exact name of obligor as specified in its charter)


            Delaware                                           74-2099724
(State or other jurisdiction of                           (I.R.S.Employer
 incorporation or organization)                            Identification No.)


2929 Allen Parkway, Suite 2010 Houston, TX                      77019
(Address of principal executive office)                       (Zip Code)

                          _____% SENIOR DEBT SECURITIES
                       (Title of the Indenture securities)



<PAGE>

                                     GENERAL

1.  GENERAL INFORMATION.
    FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

    (A)  NAME AND ADDRESS OF EACH  EXAMINING OR  SUPERVISING  AUTHORITY
 TO WHICH
         IT IS SUBJECT.

         Comptroller of the Currency, Washington, D.C.

         Federal Reserve Bank of Cleveland, Cleveland, Ohio

         Federal Deposit Insurance Corporation, Washington, D.C.

         The Board of Governors of the Federal Reserve System, Washington, D.C.

    (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         The trustee is authorized to exercise corporate trust powers.

2.  AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
    IF  THE  OBLIGOR  IS  AN  AFFILIATE  OF  THE  TRUSTEE,  DESCRIBE  EACH  SUCH
    AFFILIATION.

    The obligor is not an affiliate of the trustee.

4.  (A)  CONTINENTAL AIRLINES, INC. 10.22%  SERIES  A  SENIOR  UNSECURED SINKING
    FUND NOTES DUE JULY 1, 2000

    CONTINENTAL  AIRLINES , INC. 10.22% SERIES B SENIOR UNSECURED  SINKING FUND
    NOTES DUE JULY 1, 2000

    (B) IT IS  BANK ONE,  N.A.'S  POSITION  THAT  THERE  EXISTS NO  CONFLICT  OF
    INTEREST  WITHIN  THE  MEANING OF SECTION  310(B) (1) OF THE ACT BECAUSE THE
    SECURITY  ISSUES  LISTED IN ITEM 4(A) ARE  NOT IN DEFAULT (AS DEFINED IN THE
    INDENTURE FOR THE SECURITY  ISSUE).  IN  ADDITION,  THE INDENTURE  SUBMITTED
    WITH THIS T-1 FILING SHALL RANK PARI PASSU (EQUAL) TO  THE INDENTURE FOR THE
    SECURITY ISSUE LISTED IN ITEM 4(A).


<PAGE>

16. LIST OF EXHIBITS
    LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY AND
    QUALIFICATION.  (EXHIBITS  IDENTIFIED  IN  PARENTHESES,  ON  FILE  WITH  THE
    COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO.)

Exhibit 1 - A copy of the  Articles  of  Association  of the  trustee  as now in
effect.

Exhibit 2 - A copy of the  Certificate  of  Authority of the trustee to commence
business,  see Exhibit 2 to Form T-1, filed in connection with Form S-3 relating
to Wheeling-Pittsburgh  Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.

Exhibit 3 - A copy of the  Authorization  of the trustee to  exercise  corporate
trust  powers,  see  Exhibit 3 to Form T-1,  filed in  connection  with Form S-3
relating  to  Wheeling-Pittsburgh  Corporation  9 3/8%  Senior  Notes  due 2003,
Securities and Exchange Commission File No. 33-50709.

Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the trustee  required by Section  321(b) of the Trust
Indenture Act of 1939, as amended.

Exhibit 7 - Report of  Condition  of the  trustee as of the close of business on
March 31, 1997, published pursuant to the requirements of the Comptroller of the
Currency.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.
Items 3 through 15 are not  answered  pursuant  to General  Instruction  B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.


<PAGE>

                                   SIGNATURE

         Pursuant to the  requirements  of the Trust  Indenture  Act of 1939, as
amended,  the Trustee,  Bank One, Columbus,  NA, a national banking  association
organized  under the National  Banking  Act,  has duly caused this  statement of
eligibility  and  qualification  to be signed on its behalf by the  undersigned,
thereunto duly authorized, all in Columbus, Ohio, on July 9, 1997.


                                            Bank One, N.A.,
                                            (f.k.a. Bank One, Columbus, NA)



                                            By:  /S/  JON BEACHAM
                                               ---------------------------------
                                               Jon Beacham
                                               Authorized Signer


<PAGE>


Exhibit 1

BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
                             ARTICLES OF ASSOCIATION
                             -----------------------

         For the purpose of organizing an  association  to carry on the business
of banking  under the laws of the  United  States,  the  following  Articles  of
Association are entered into:

         FIRST.  The  title of this  Association  shall be BANK  ONE,  COLUMBUS,
NATIONAL ASSOCIATION.

         SECOND. The main office of the Association shall be in Columbus, County
of Franklin,  State of Ohio. The general  business of the  Association  shall be
conducted at its main office and its branches.

         THIRD. The Board of Directors of this Association  shall consist of not
less  than  five nor more  than  twenty-five  Directors,  the  exact  number  of
Directors within such minimum and maximum limits to be fixed and determined from
time-to-time by resolution of the  shareholders at any annual or special meeting
thereof,  provided,  however,  that the Board of  Directors,  by resolution of a
majority  thereof,  shall be authorized to increase the number of its members by
not more than two between regular meetings of the  shareholders.  Each Director,
during the full term of his directorship,  shall own, as qualifying  shares, the
minimum  number of  shares of either  this  Association  or of its  parent  bank
holding  company in accordance  with the  provisions of applicable  law.  Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason,  including an increase in the number  thereof,  may be
filled by action of the Board of Directors.

         FOURTH.  The annual  meeting of the  shareholders  for the  election of
Directors and the  transaction  of whatever other business may be brought before
said meeting shall be held at the main office of this  Association or such other
place as the Board of Directors may designate, on the day of each year specified
therefor in the By-Laws,  but if no election is held on that day, it may be held
on any  subsequent  business  day  according to the  provisions  of law; and all


<PAGE>

elections  shall  be  held  according  to  such  lawful  regulations  as  may be
prescribed by the Board of Directors.

         FIFTH. The authorized amount of capital stock of this Association shall
be 2,073,750  shares of common stock of the par value of Ten Dollars ($10) each;
but said  capital  stock may be increased or  decreased  from  time-to-time,  in
accordance with the provisions of the laws of the United States.

         No  holder  of  shares  of  the  capital  stock  of  any  class  of the
Association  shall have the preemptive or preferential  right of subscription to
any share of any class of stock of this  Association,  whether now or  hereafter
authorized or to any  obligations  convertible  into stock of this  Association,
issued or sold, nor any right of subscription to any thereof other than such, if
any,  as the  Board of  Directors,  in its  discretion,  may  from  time-to-time
determine and at such price as the Board of Directors may from time-to-time fix.

         This Association, at any time and from time-to-time,  may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.

         SIXTH.  The  Board  of  Directors  shall  appoint  one of  its  members
President  of the  Association,  who shall be Chairman of the Board,  unless the
Board appoints another director to be the Chairman. The Board of Directors shall
have the power to appoint one or more Vice Presidents and to appoint a Secretary
and such other  officers  and  employees  as may be  required  to  transact  the
business of this Association.

         The Board of Directors shall have the power to define the duties of the
officers and  employees of this  Association;  to fix the salaries to be paid to
them;  to  dismiss  them;  to  require  bonds  from them and to fix the  penalty
thereof;  to  regulate  the manner in which any  increase of the capital of this
Association  shall be made; to manage and administer the business and affairs of
this  Association;  to make all By-Laws  that it may be lawful for them to make;
and  generally  to do and  perform  all acts that it may be legal for a Board of
Directors to do and perform.


<PAGE>

         SEVENTH.  The Board of  Directors  shall  have the power to change  the
location of the main office to any other place  within the limits of the City of
Columbus,  Ohio,  without the  approval of the  shareholders  but subject to the
approval  of the  Comptroller  of the  Currency;  and  shall  have the  power to
establish or change the  location of any branch or branches of this  Association
to any other location,  without the approval of the  shareholders but subject to
the approval of the Comptroller of the Currency.

         EIGHTH.  The corporate  existence of this  Association  shall  continue
until terminated in accordance with the laws of the United States.

         NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate,  not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time, place
and purpose of every  annual and special  meeting of the  shareholders  shall be
given by first-class  mail,  postage prepaid,  mailed at least ten days prior to
the date of such meeting to each  shareholder  of record at his address as shown
upon the books of this Association.

         TENTH.  Every  person who is or was a Director,  officer or employee of
the  Association  or of any other  corporation  which he  served as a  Director,
officer or employee at the request of the  Association  as part of his regularly
assigned  duties may be  indemnified by the  Association in accordance  with the
provisions  of  this  paragraph  against  all  liability   (including,   without
limitation,  judgments,  fines,  penalties and  settlements)  and all reasonable
expenses  (including,  without  limitation,  attorneys'  fees and  investigative
expenses)  that may be  incurred  or paid by him in  connection  with any claim,
action,  suit or proceeding,  whether  civil,  criminal or  administrative  (all
referred to hereafter in this  paragraphs as "Claims") or in connection with any
appeal relating  thereto in which he may become involved as a party or otherwise
or with  which he may be  threatened  by reason  of his  being or having  been a
Director,  officer or employee of the Association or such other corporation,  or
by  reason  of any  action  taken  or  omitted  by him in his  capacity  as such


<PAGE>

Director,  officer or  employee,  whether or not he  continues to be such at the
time such liability or expenses are incurred, provided that nothing contained in
this paragraph shall be construed to permit  indemnification  of any such person
who is adjudged guilty of, or liable for, willful  misconduct,  gross neglect of
duty or criminal acts, unless, at the time such  indemnification is sought, such
indemnification  in  such  instance  is  permissible  under  applicable  law and
regulations,  including  published rulings of the Comptroller of the Currency or
other appropriate supervisory or regulatory authority, and provided further that
there shall be no indemnification of directors,  officers,  or employees against
expenses,  penalties, or other payments incurred in an administrative proceeding
or action  instituted by an appropriate  regulatory  agency which  proceeding or
action  results in a final order  assessing  civil money  penalties or requiring
affirmative  action by an individual or  individuals  in the form of payments to
the  Association.  Every person who may be  indemnified  under the provisions of
this paragraph and who has been wholly  successful on the merits with respect to
any Claim shall be entitled to indemnification  as of right.  Except as provided
in the preceding sentence,  any indemnification under this paragraph shall be at
the sole  discretion  of the  Board of  Directors  and shall be made only if the
Board of Directors or the Executive  Committee acting by a quorum  consisting of
       Directors who are not parties to such Claim shall find or if  independent
legal counsel (who may be the regular  counsel of the  Association)  selected by
the Board of  Directors or Executive  Committee  whether or not a  disinterested
quorum   exists  shall  render  their  opinion  that  in  view  of  all  of  the
circumstances then surrounding the Claim, such  indemnification is equitable and
in the best interests of the  Association.  Among the  circumstances to be taken
into  consideration in arriving at such a finding or opinion is the existence or
non-existence   of  a  contract  of  insurance  or  indemnity  under  which  the
Association  would be wholly or partially  reimbursed for such  indemnification,
but  the  existence  or   non-existence  of  such  insurance  is  not  the  sole
circumstance  to be considered nor shall it be wholly  determinative  of whether
such  indemnification  shall be made. In addition to such finding or opinion, no
indemnification under this paragraph shall be made unless the Board of Directors


<PAGE>

or the Executive  Committee  acting by a quorum  consisting of Directors who are
not parties to such Claim shall find or if independent legal counsel (who may be
the regular  counsel of the  Association)  selected by the Board of Directors or
Executive  Committee  whether or not a disinterested  quorum exists shall render
their opinion that the Director, officer or employee acted in good faith in what
he reasonably believed to be the best interests of the Association or such other
corporation and further in the case of any criminal  action or proceeding,  that
the Director,  officer or employee reasonably believed his conduct to be lawful.
Determination  of any  Claim by  judgment  adverse  to a  Director,  officer  or
employee by settlement  with or without Court approval or conviction upon a plea
of guilty or of  nolocontendere or its equivalent shall not create a presumption
that a Director, officer or employee failed to meet the standards of conduct set
forth in this  paragraph.  Expenses  incurred  with  respect to any Claim may be
advanced by the Association prior to the final disposition  thereof upon receipt
of an  undertaking  satisfactory  to  the  Association  by or on  behalf  of the
recipient to repay such amount  unless it is  ultimately  determined  that he is
entitled to indemnification under this paragraph.  The rights of indemnification
provided  in this  paragraph  shall be in  addition  to any  rights to which any
Director,  officer or  employee  may  otherwise  be entitled by contract or as a
matter of law.

         Every  person who shall act as a Director,  officer or employee of this
Association  shall be conclusively  presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.

         ELEVENTH.  These Articles of Association  may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater  amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.


<PAGE>


Exhibit 4

                                     BY-LAWS
                                     -------
                                       OF
                                       --
                    BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
                    ----------------------------------------

                                    ARTICLE I
                                    ---------
                             MEETING OF SHAREHOLDERS
                             -----------------------

SECTION 1.01. ANNUAL MEETING.  The regular annual meeting of the Shareholders of
the Bank for the election of Directors and for the  transaction of such business
as may properly come before the meeting shall be held at its main banking house,
or other  convenient  place duly  authorized by the Board of  Directors,  on the
third Monday of January of each year, or on the next succeeding  banking day, if
the day fixed  falls on a legal  holiday.  If from any  cause,  an  election  of
directors is not made on the day fixed for the regular  meeting of  shareholders
or, in the event of a legal  holiday,  on the next  succeeding  banking day, the
Board of Directors  shall order the election to be held on some  subsequent day,
as soon  thereafter  as  practicable,  according to the  provisions  of law; and
notice  thereof  shall be given in the  manner  herein  provided  for the annual
meeting.  Notice of such annual meeting shall be given by or under the direction
of the  Secretary  or such  other  officer  as may be  designated  by the  Chief
Executive Officer by first-class mail,  postage prepaid,  to all shareholders of
record of the Bank at their respective  addresses as shown upon the books of the
Bank mailed not less than ten days prior to the date fixed for such meeting.

SECTION 1.02.  SPECIAL  MEETINGS.  A special meeting of the shareholders of this
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
this Bank. The notice of any special meeting of the  shareholders  called by the
Board of Directors, stating the time, place and purpose of the meeting, shall be
given by or under the  direction of the  Secretary,  or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the  Bank,  mailed  not less  than ten days  prior to the date
fixed for such meeting.


<PAGE>

Any special  meeting of  shareholders  shall be  conducted  and its  proceedings
recorded  in the manner  prescribed  in these  By-Laws  for annual  meetings  of
shareholders.

SECTION 1.03.  SECRETARY OF  SHAREHOLDERS'  MEETING.  The Board of Directors may
designate a person to be the Secretary of the meetings of  shareholders.  In the
absence of a presiding  officer,  as designated in these  By-Laws,  the Board of
Directors may designate a person to act as the presiding  officer.  In the event
the Board of  Directors  fails to  designate a person to preside at a meeting of
shareholders  and a  Secretary  of such  meeting,  the  shareholders  present or
represented  shall elect a person to preside and a person to serve as  Secretary
of the meeting.

The  Secretary of the meetings of  shareholders  shall cause the returns made by
the judges and election and other  proceedings to be recorded in the minute book
of the Bank.  The presiding  officer shall notify the  directors-elect  of their
election and to meet forthwith for the organization of the new board.

The  minutes of the  meeting  shall be signed by the  presiding  officer and the
Secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION.  The Board of Directors may appoint as many as
three shareholders to be judges of the election,  who shall hold and conduct the
same, and who shall,  after the election has been held,  notify, in writing over
their  signatures,  the  secretary  of the  shareholders'  meeting of the result
thereof and the names of the Directors  elected;  provided,  however,  that upon
failure for any reason of any judge or judges of  election,  so appointed by the
directors,  to serve,  the presiding  officer of the meeting shall appoint other
shareholders  or their proxies to fill the vacancies.  The judges of election at
the request of the  chairman of the  meeting,  shall act as tellers of any other
vote by ballot taken at such meeting,  and shall  notify,  in writing over their
signatures, the secretary of the Board of Directors of the result thereof.

SECTION  1.05.  PROXIES.  In all  elections of Directors,  each  shareholder  of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in his name for as many persons


<PAGE>

as there are Directors to be elected,  or to cumulate such shares as provided by
Federal Law. In deciding all other questions at meetings of  shareholders,  each
shareholder  shall be  entitled  to one vote on each share of stock of record in
his name. Shareholders may vote by proxy duly authorized in writing. All proxies
used at the  annual  meeting  shall be secured  for that  meeting  only,  or any
adjournment  thereof,  and shall be dated,  and if not dated by the shareholder,
shall be dated as of the date of receipt thereof. No officer or employee of this
Bank may act as proxy.

SECTION  1.06.  QUORUM.  Holders  of record of a  majority  of the shares of the
capital stock of the Bank, eligible to be voted,  present either in person or by
proxy,  shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is  obtained.  A majority  of the votes cast shall  decide  every
question  or  matter  submitted  to  the  shareholders  at any  meeting,  unless
otherwise provided by law or by the Articles of Association.


<PAGE>

                                   ARTICLE II
                                   ----------
                                    DIRECTORS
                                    ---------

SECTION 2.01.  MANAGEMENT OF THE BANK. The business of the Bank shall be managed
by the Board of  Directors.  Each  director of the Bank shall be the  beneficial
owner of a  substantial  number of shares of BANC ONE  CORPORATION  and shall be
employed either in the position of Chief Executive  Officer or active leadership
within his or her business,  professional  or community  interest which shall be
located  within  the  geographic  area in  which  the  Bank  operates,  or as an
executive  officer of the Bank. A director  shall not be eligible for nomination
and  re-election  as a  director  of the  Bank if  such  person's  executive  or
leadership  position  within  his or her  business,  professional  or  community
interests which qualifies such person as a director of Bank terminates.  The age
of 70 is the mandatory retirement age as a director of the Bank. When a person's
eligibility  as director of the Bank  terminates,  whether  because of change in
share  ownership,  position,  residency  or  age,  within  30  days  after  such
termination,  such  person  shall  submit his  resignation  as a director  to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director.  Provided, however, following
a  person's  retirement  or  resignation  as  a  director  because  of  the  age
limitations  herein  set forth with  respect to  election  or  re-election  as a
director,  such  person  may,  in special or unusual  circumstances,  and at the
discretion of the Board,  be elected by the directors as a Director  Emeritus of
the Bank for a limited period of time. A Director  Emeritus shall have the right
to  participate  in board  meetings  but shall be without  the power to vote and
shall be  subject  to  re-election  by the Board at its  organizational  meeting
following the Bank's annual meeting of shareholders.

SECTION  2.02.  QUALIFICATIONS.  Each  director  shall  have  the  qualification
prescribed  by law. No person  elected a director may exercise any of the powers
of his office until he has taken the oath of such office.

SECTION 2.03. TERM OF  OFFICE/VACANCIES.  A director shall hold office until the
annual  meeting for the year in which his term  expires and until his  successor


<PAGE>

shall be  elected  and shall  qualify,  subject,  however,  to his prior  death,
resignation,  or removal from office. Whenever any vacancy shall occur among the
directors,  the remaining  directors shall  constitute the directors of the Bank
until such  vacancy is filled by the  remaining  directors,  and any director so
appointed  shall hold  office for the  unexpired  term of his or her  successor.
Notwithstanding the foregoing,  each director shall hold office and serve at the
pleasure of the Board.

SECTION 2.04.  ORGANIZATION  MEETING.  The directors elected by the shareholders
shall meet for  organization of the new board at the time fixed by the presiding
officer of the annual meeting. If at the time fixed for such meeting there is no
quorum present,  the Directors in attendance may adjourn from time to time until
a quorum is  obtained.  A  majority  of the number of  Directors  elected by the
shareholders shall constitute a quorum for the transaction of business.

SECTION 2.05.  REGULAR MEETINGS.  The regular meetings of the Board of Directors
shall be held on the third Monday of each  calendar  month  excluding  March and
July,  which meeting will be held at 4:00 p.m.  When any regular  meeting of the
Board  falls on a holiday,  the  meeting  shall be held on such other day as the
Board may previously designate or should the Board fail to so designate, on such
day as the Chairman of the Board of President may fix.  Whenever a quorum is not
present,  the  directors in  attendance  shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding  regular meeting
of the Board.

SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board or President, or at the request
of two or more  Directors.  Any  special  meeting  may be held at such  place in
Franklin County,  Ohio, and at such time as may be fixed in the call. Written or
oral  notice  shall  be  given  to each  Director  not  later  than the day next
preceding  the day on which special  meeting is to be held,  which notice may be
waived in writing.

The  presence of a Director at any meeting of the Board shall be deemed a waiver
of notice  thereof by him.  Whenever a quorum is not  present the  Directors  in


<PAGE>

attendance  shall adjourn the special  meeting from day to day until a quorum is
obtained.

SECTION 2.07.  QUORUM.  A majority of the Directors shall constitute a quorum at
any meeting,  except when  otherwise  provided by law;  but a lesser  number may
adjourn  any  meeting,  from  time-to-time,  and the  meeting  may be  held,  as
adjourned,  without further notice. When, however,  less than a quorum as herein
defined,  but at least one-third and not less than two of the authorized  number
of Directors are present at a meeting of the Directors, business of the Bank may
be  transacted  and  matters  before the Board  approved or  disapproved  by the
unanimous vote of the Directors present.

SECTION 2.08. COMPENSATION.  Each member of the Board of Directors shall receive
such fees for, and transportation  expenses incident to, attendance at Board and
Board Committee Meetings and such fees for service as a Director irrespective of
meeting  attendance  as from time to time are fixed by  resolution of the Board;
provided,  however,  that payment  hereunder shall not be made to a Director for
meetings attended and/or Board service which are not for the Bank's sole benefit
and which are concurrent and duplicative with meetings attended or board service
for an  affiliate  of the Bank for  which the  Director  receives  payment;  and
provided  further,  that payment  hereunder shall not be made in the case of any
Director in the regular employment of the Bank or of one of its affiliates.

SECTION 2.09.  EXECUTIVE  COMMITTEE.  There shall be a standing committee of the
Board of Directors  known as the  Executive  Committee  which shall  possess and
exercise,  when the Board is not in  session,  all  powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers of
the Board of Directors  in  accordance  with the  Provisions  of the  "Employees
Retirement  Plan" and the "Agreement  and  Declaration of Trust" as the same now
exist or may be amended hereafter.  The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the Bank, one of whom, as hereinafter required by these By-laws, shall be the
Chief Executive  Officer.  The other members of the Committee shall be appointed
by the Chairman of the Board or by the President, with the approval of the Board


<PAGE>

and shall continue as members of the Executive  Committee until their successors
are appointed, provided, however, that any member of the Executive Committee may
be removed by the Board upon a majority  vote  thereof at any regular or special
meeting of the Board.  The Chairman or  President  shall fill any vacancy in the
Committee by the appointment of another Director, subject to the approval of the
Board of Directors.  The regular  meetings of the Executive  Committee  shall be
held on a regular basis as scheduled by the Board of Directors. Special meetings
of the  Executive  Committee  shall  be held  at the  call  of the  Chairman  or
President or any two members thereof at such time or times as may be designated.
In the event of the  absence  of any member or  members  of the  Committee,  the
presiding  member may appoint a member or members of the Board to fill the place
or places of such absent  member or members to serve  during such  absence.  Not
fewer than three members of the Committee  must be present at any meeting of the
Executive Committee to constitute a quorum,  provided,  however that with regard
to any matters on which the  Executive  Committee  shall vote, a majority of the
Committee  members  present at the  meeting at which a vote is to be taken shall
not be officers of the Bank and,  provided  further,  that if, at any meeting at
which the  Chairman  of the  Board and  President  are both  present,  Committee
members who are not officers are not in the  majority,  then the Chairman of the
Board or President,  which ever of such officers is not also the Chief Executive
Officer,  shall  not be  eligible  to vote  at such  meeting  and  shall  not be
recognized  for purposes of  determining if a quorum is present at such meeting.
When neither the Chairman of the Board nor President are present,  the Committee
shall appoint a presiding officer.  The Executive  Committee shall keep a record
of its  proceedings and report its proceedings and the action taken by it to the
Board of Directors.

SECTION 2.10 COMMUNITY  REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE.  There
shall be a standing  committee of the Board of Directors  known as the Community
Reinvestment  Act and Compliance  Policy Committee the duties of which shall be,
at least once in each calendar year, to review,  develop and recommend  policies
and programs  related to the Bank's  Community  Reinvestment  Act Compliance and
regulatory  compliance  with  all  existing  statutes,   rules  and  regulations


<PAGE>

affecting the Bank under state and federal law. Such Committee shall provide and
promptly  make a full report of such review of current Bank policies with regard
to Community Reinvestment Act and regulatory compliance in writing to the Board,
with   recommendations,   if  any,   which  may  be  necessary  to  correct  any
unsatisfactory conditions.  Such Committee may, in its discretion, in fulfilling
its duties,  utilize the Community  Reinvestment  Act officers of the Bank, Banc
One Ohio  Corporation and Banc One Corporation and may engage outside  Community
Reinvestment  Act  experts,  as  approved by the Board,  to review,  develop and
recommend policies and programs as herein required.  The Community  Reinvestment
Act and  regulatory  compliance  policies  and  procedures  established  and the
recommendations  made  shall be  consistent  with,  and  shall  supplement,  the
Community  Reinvestment  Act and regulatory  compliance  programs,  policies and
procedures of Banc One Corporation and Banc One Ohio Corporation.  The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board  members,  one of whom  shall be the Chief  Executive  Officer  and a
majority of whom are not officers of the Bank.  Not fewer than three  members of
the Committee,  a majority of whom are not officers of the Bank, must be present
to  constitute  a quorum.  The  Chairman of the Board or  President of the Bank,
whichever is not the Chief Executive  Officer,  shall be an ex officio member of
the Community  Reinvestment Act and Compliance Policy  Committee.  The Community
Reinvestment  Act and  Compliance  Policy  Committee,  whose  chairman  shall be
appointed by the Board,  shall keep a record of its  proceedings  and report its
proceedings and the action taken by it to the Board of Directors.

SECTION 2.11. TRUST COMMITTEES.  There shall be two standing Committees known as
the Trust Management Committee and the Trust Examination  Committee appointed as
hereinafter provided.

SECTION 2.12. OTHER COMMITTEES.  The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.


<PAGE>

                                   ARTICLE III
                                   -----------
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
                    ----------------------------------------

SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.

     (a)  The  officers of the Bank shall  include a  President,  Secretary  and
          Security  Officer and may include a Chairman of the Board, one or more
          Vice Chairmen,  one or more Vice Presidents  (which may include one or
          more Executive Vice Presidents  and/or Senior Vice Presidents) and one
          or more  Assistant  Secretaries,  all of whom  shall be elected by the
          Board.  All other officers may be elected by the Board or appointed in
          writing by the Chief Executive  Officer.  The salaries of all officers
          elected  by the Board  shall be fixed by the  Board.  The  Board  from
          time-to-time shall designate the President or Chairman of the Board to
          serve as the Bank's Chief Executive Officer.

     (b)  The Chairman of the Board,  if any, and the President shall be elected
          by the Board from their own number.  The President and Chairman of the
          Board shall be re-elected by the Board annually at the  organizational
          meeting of the Board of  Directors  following  the  Annual  Meeting of
          Shareholders.  Such  officers  as the Board shall elect from their own
          number  shall hold office from the date of their  election as officers
          until the organization meeting of the Board of Directors following the
          next Annual  Meeting of  Shareholders,  provided,  however,  that such
          officers  may be relieved of their duties at any time by action of the
          Board in which  event all the powers  incident to their  office  shall
          immediately terminate.

     (c)  Except as provided in the case of the elected officers who are members
          of the Board, all officers,  whether elected or appointed,  shall hold
          office at the pleasure of the Board.  Except as  otherwise  limited by
          law or these  By-laws,  the Board assigns to Chief  Executive  Officer


<PAGE>

          and/or his  designees the authority to appoint and dismiss any elected
          or appointed  officer or other member of the Bank's  management  staff
          and  other  employees  of the  Bank,  as the  person  in charge of and
          responsible  for any branch office,  department,  section,  operation,
          function, assignment or duty in the Bank.

     (d)  The management staff of the Bank shall include officers elected by the
          Board,  officers  appointed by the Chief Executive  Officer,  and such
          other persons in the  employment of the Bank who,  pursuant to written
          appointment  and  authorization  by a duly  authorized  officer of the
          Bank,    perform    management    functions   and   have    management
          responsibilities.  Any two or  more  offices  may be held by the  same
          person  except that no person shall hold the office of Chairman of the
          Board  and/or  President  and at the same time also hold the office of
          Secretary.

     (e)  The Chief  Executive  Officer of the Bank and any other officer of the
          Bank,  to the extent that such officer is authorized in writing by the
          Chief Executive  Officer,  may appoint persons other than officers who
          are in the employment of the Bank to serve in management positions and
          in connection therewith, the appointing officer may assign such title,
          salary,  responsibilities  and functions as are deemed  appropriate by
          him,  provided,  however,  that  nothing  contained  herein  shall  be
          construed  as placing any  limitation  on the  authority  of the Chief
          Executive  Officer as  provided  in this and other  sections  of these
          By-Laws.

SECTION 3.02. CHIEF EXECUTIVE  OFFICER.  The Chief Executive Officer of the Bank
shall have general and active  management  of the business of the Bank and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect.  Except as otherwise  prescribed or limited by these By-Laws,  the Chief
Executive  Officer  shall have full  right,  authority  and power to control all
personnel,  including elected and appointed officers,  of the Bank, to employ or
direct the employment of such  personnel and officers as he may deem  necessary,
including the fixing of salaries and the  dismissal of them at pleasure,  and to


<PAGE>

define and prescribe the duties and  responsibility of all Officers of the Bank,
subject to such further  limitations and directions as he may from  time-to-time
deem proper.  The Chief  Executive  Officer shall perform all duties incident to
his office and such other and further  duties,  as may,  from  time-to-time,  be
required of him by the Board of Directors or the shareholders. The specification
of authority in these  By-Laws  wherever  and to whomever  granted  shall not be
construed to limit in any manner the general powers of delegation granted to the
Chief  Executive  Officer in  conducting  the  business  of the Bank.  The Chief
Executive Officer or, in his absence,  the Chairman of the Board or President of
the Bank,  as designated by the Chief  Executive  Officer,  shall preside at all
meetings of shareholders  and meetings of the Board. In the absence of the Chief
Executive Officer,  such officer as is designated by the Chief Executive Officer
shall be vested  with all the  powers  and  perform  all the duties of the Chief
Executive  Officer as defined by these By-Laws.  When  designating an officer to
serve in his absence, the Chief Executive Officer shall select an officer who is
a member of the Board of Directors whenever such officer is available.

SECTION  3.03.  POWERS OF OFFICERS AND  MANAGEMENT  STAFF.  The Chief  Executive
Officer,  the  Chairman  of the Board,  the  President,  and those  officers  so
designated and authorized by the Chief  Executive  Officer are authorized for an
on behalf of the Bank,  and to the extent  permitted  by law,  to make loans and
discounts;  to  purchase  or acquire  drafts,  notes,  stock,  bonds,  and other
securities  for  investment  of funds held by the Bank;  to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attor neys;
to sign and give any notice  required to be given;  to demand  payment and/or to
declare due for any default  any debt or  obligation  due or payable to the Bank
upon demand or authorized to be declared  due; to foreclose  any  mortgages,  to
exercise  any option,  privilege  or election to forfeit,  terminate,  extend or
renew any lease;  to authorize and direct any  proceedings for the collection of
any money or for the enforcement of any right or obligation;  to adjust,  settle
and compromise  all claims of every kind and  description in favor of or against
the Bank, and to give  receipts,  releases and  discharges  therefor;  to borrow
money and in connection  therewith to make,  execute and deliver notes, bonds or


<PAGE>

other evidences of indebtedness;  to pledge or hypothecate any securities or any
stocks, bonds, notes or any property real or personal held or owned by the Bank,
or to rediscount  any notes or other  obligations  held or owned by the Bank, to
employ  or  direct  the  employment  of all  personnel,  including  elected  and
appointed officers, and the dismissal of them at pleasure, and in furtherance of
and in addition to the powers  hereinabove  set forth to do all such acts and to
take all such proceedings as in his judgment are necessary and incidental to the
operation of the Bank.

         Other persons in the employment of the Bank,  including but not limited
to officers and other members of the management  staff, may be authorized by the
Chief  Executive  Officer,  or by an officer so designated and authorized by the
chief  Executive  Officer,  to  perform  the powers  set forth  above,  subject,
however,   to  such   limitations  and  conditions  as  are  set  forth  in  the
authorization given to such persons.

SECTION  3.04.  SECRETARY.  The  Secretary  or  such  other  officers  as may be
designated by the Chief Executive  Officer shall have supervision and control of
the records of the Bank and,  subject to the  direction  of the Chief  Executive
Officer,  shall  undertake  other duties and  functions  usually  performed by a
corporate  secretary.  Other  officers may be designated by the Chief  Executive
Officer or the Board of Directors  as Assistant  Secretary to perform the duties
of the Secretary.

SECTION 3.05. EXECUTION OF DOCUMENTS.  The Chief Executive Officer,  Chairman of
the Board, President,  any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department  within the
Bank and any other  officer to the extent  such  officer  is so  designated  and
authorized  by the Chief  Executive  Officer,  the  Chairman  of the Board,  the
President,  or any other officer who is a member of the Bank's  management staff
who is in charge of and  responsible  for any  department  within the Bank,  are
hereby  authorized  on  behalf  of the Bank to sell,  assign,  lease,  mortgage,
transfer,  deliver and convey any real or  personal  property  now or  hereafter
owned by or  standing  in the name of the Bank or its  nominee,  or held by this
Bank as collateral security,  and to execute and deliver such deeds,  contracts,
leases,  assignments,  bills of sale,  transfers or other papers or documents as


<PAGE>

may be appropriate in the circumstances; to execute any loan agreement, security
agreement,  commitment  letters and financing  statements and other documents on
behalf  of the Bank as a lender;  to  execute  purchase  orders,  documents  and
agreements entered into by the Bank in the ordinary course of business, relating
to purchase,  sale,  exchange or lease of services,  tangible personal property,
materials and  equipment for the use of the Bank; to execute  powers of attorney
to  perform  specific  or general  functions  in the name of or on behalf of the
Bank; to execute  promissory notes or other  instruments  evidencing debt of the
Bank; to execute instruments  pledging or releasing securities for public funds,
documents  submitting  public  fund bids on behalf of the Bank and  public  fund
contracts;  to purchase and acquire any real or personal property including loan
portfolios and to execute and deliver such agreements, contracts or other papers
or  documents  as may  be  appropriate  in the  circumstances;  to  execute  any
indemnity  and fidelity  bonds,  proxies or other papers or documents of like or
different  character  necessary,  desirable or  incidental to the conduct of its
banking business;  to execute and deliver settlement  agreements or other papers
or documents as may be appropriate in connection with a dismissal  authorized by
Section 3.01(c) of these By-laws; to execute agreements, instruments, documents,
contracts or other papers of like or difference character  necessary,  desirable
or incidental to the conduct of its banking business; and to execute and deliver
partial  releases from and  discharges or  assignments  of mortgages,  financing
statements and assignments or surrender of insurance policies,  now or hereafter
held by this Bank.

          The Chief Executive  Officer,  Chairman of the Board,  President,  any
officer  being a member of the Bank's  management  staff who is also a person in
charge of and  responsible  for any  department  within the Bank,  and any other
officer of the Bank so designated and authorized by the Chief Executive Officer,
Chairman  of the Board,  President  or any officer who is a member of the Bank's
management  staff who is in charge of and responsible for any department  within
the Bank are  authorized for and on behalf of the Bank to sign and issue checks,
drafts, and certificates of deposit;  to sign and endorse bills of exchange,  to
sign and  countersign  foreign and  domestic  letters of credit,  to receive and


<PAGE>

receipt for payments of principal, interest, dividends, rents, fees and payments
of every kind and  description  paid to the Bank,  to sign receipts for property
acquired by or entrusted to the Bank, to guarantee the genuineness of signatures
on assignments of stocks,  bonds or other securities,  to sign certifications of
checks,  to  endorse  and  deliver  checks,  drafts,  warrants,   bills,  notes,
certificates  of deposit and  acceptances  in all business  transactions  of the
Bank.

          Other persons in the  employment of the Bank and of its  subsidiaries,
including but not limited to officers and other members of the management staff,
may be  authorized  by the  Chief  Executive  Officer,  Chairman  of the  Board,
President  or by an  officer  so  designated  by the  Chief  Executive  Officer,
Chairman  of the Board,  or  President  to perform  the acts and to execute  the
documents set forth above, subject,  however, to such limitations and conditions
as are contained in the authorization given to such person.

SECTION 3.06.  PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful  performance  of their duties for such amount
as may be prescribed by the Board of Directors.


<PAGE>

                                   ARTICLE IV
                                   ----------
                                TRUST DEPARTMENT
                                ----------------

SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to this
Bank under the provisions of Federal Law and  Regulations of the  Comptroller of
the Currency, there shall be maintained a separate Trust Department of the Bank,
which shall be operated in the manner specified herein.

SECTION 4.02. TRUST MANAGEMENT  COMMITTEE.  There shall be a standing  Committee
known as the Trust Management Committee,  consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee  shall consist
of the  Chairman  of the Board  who  shall be  Chairman  of the  Committee,  the
President,  and at  least  three  other  Directors  appointed  by the  Board  of
Directors  and who shall  continue  as  members  of the  Committee  until  their
successors are appointed.  Any vacancy in the Trust Management  Committee may be
filled by the  Board at any  regular  or  special  meeting.  In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such  absent  members to serve  during
such  absence.  Three members of the Committee  shall  constitute a quorum.  Any
member of the  Committee  may be removed by the Board by a majority  vote at any
regular or special meeting of the Board.  The Committee shall meet at such times
as it may  determine  or at the call of the  Chairman,  or  President or any two
members thereof.

         The Trust  Management  Committee,  under the general  direction  of the
Board of Directors,  shall  supervise the policy of the Trust  Department  which
shall be formulated  and executed in  accordance  with Law,  Regulations  of the
Comptroller of the Currency, and sound fiduciary principles.

SECTION 4.03. TRUST EXAMINATION  COMMITTEE.  There shall be a standing Committee
known  as  the  Trust  Examination  Committee,  consisting  of  three  directors
appointed  by the Board of  Directors  and who shall  continue as members of the
committee until their successors are appointed. Such members shall not be active
officers of the Bank.  Two members of the Committee  shall  constitute a quorum.
Any member of the  Committee  may be removed by the Board by a majority  vote at


<PAGE>

any regular or special  meeting of the Board.  The Committee  shall meet at such
times as it may determine or at the call of two members thereof.

         This  Committee  shall,  at least once  during each  calendar  year and
within fifteen months of the last such audit, or at such other time(s) as may be
required by Regulations of the Comptroller of the Currency, make suitable audits
of the  Trust  Department  or  cause  suitable  audits  to be made  by  auditors
responsible  only to the Board of  Directors,  and at such time shall  ascertain
whether the Department has been administered in accordance with Law, Regulations
of the Comptroller of the Currency and sound fiduciary principles.

         The  Committee  shall  promptly  make a full  report of such  audits in
writing to the Board of Directors of the Bank, together with a recommendation as
to  what  action,  if  any,  may be  necessary  to  correct  any  unsatisfactory
condition.  A report of the audits  together with the action taken thereon shall
be noted in the Minutes of the Board of  Directors  and such  report  shall be a
part of the records of this Bank.

SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management and
supervision  of an  officer  of the Bank or of the trust  affiliate  of the Bank
designated  by and subject to the advice and  direction  of the Chief  Executive
Officer.   Such  officer  having  supervisory   responsibility  over  the  Trust
Department  shall do or  cause to be done all  things  necessary  or  proper  in
carrying on the business of the Trust  Department in accordance  with provisions
of law and applicable regulations.

SECTION 4.05. HOLDING OF PROPERTY.  Property held by the Trust Department may be
carried in the name of the Bank in its fiduciary capacity,  in the name of Bank,
or in the name of a nominee or nominees.

SECTION 4.06. TRUST INVESTMENTS.  Funds held by the Bank in a fiduciary capacity
awaiting   investment  or   distribution   shall  not  be  held   uninvested  or
undistributed  any longer than is  reasonable  for the proper  management of the
account and shall be invested in accordance  with the instrument  establishing a


<PAGE>

fiduciary relationship and local law. Where such instrument does not specify the
character or class of  investments  to be made and does not vest in the Bank any
discretion  in the  matter,  funds held  pursuant  to such  instrument  shall be
invested in any investment  which  corporate  fiduciaries may invest under local
law.

         The investments of each account in the Trust  Department  shall be kept
separate  from the assets of the Bank,  and shall be placed in the joint custody
or control of not less than two of the  officers or  employees of the Bank or of
the  trust  affiliate  of the  Bank  designated  for the  purpose  by the  Trust
Management Committee.

SECTION 4.07. EXECUTION OF DOCUMENTS.  The Chief Executive Officer,  Chairman of
the  Board,  President,  any  officer  of the Trust  Department,  and such other
officers of the trust affiliate of the Bank as are  specifically  designated and
authorized by the Chief  Executive  Officer,  the  President,  or the officer in
charge of the Trust Department,  are hereby authorized,  on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real property
or personal  property and to purchase and acquire any real or personal  property
and to execute and  deliver  such  agreements,  contracts,  or other  papers and
documents  as may  be  appropriate  in the  circumstances  for  property  now or
hereafter owned by or standing in the name of this Bank, or its nominee,  in any
fiduciary  capacity,  or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute and
deliver  partial  releases from any  discharges or  assignments or mortgages and
assignments  or surrender of insurance  policies,  to execute and deliver deeds,
contracts, leases, assignments, bills of sale, transfers or such other papers or
documents  as may  be  appropriate  in the  circumstances  for  property  now or
hereafter held by this Bank in any fiduciary  capacity or owned by any principal
for whom this Bank may now or  hereafter  be acting under a power of attorney or
as agent;  to execute  and  deliver  settlement  agreements  or other  papers or
documents as may be  appropriate  in connection  with a dismissal  authorized by
Section 3.01(c) of these By-laws; provided that the signature of any such person
shall be attested in each case by any officer of the Trust  Department or by any


<PAGE>

other person who is specifically  authorized by the Chief Executive Officer, the
President or the officer in charge of the Trust Department.

         The Chief  Executive  Officer,  Chairman of the Board,  President,  any
officer of the Trust  Department and such other officers of the trust  affiliate
of the Bank as are specifically designated and authorized by the Chief Executive
Officer, the President, or the officer in charge of the Trust Department, or any
other person or corporation as is specifically authorized by the Chief Executive
Officer,  the  President or the officer in charge of the Trust  Department,  are
hereby  authorized  on behalf of this Bank,  to sign any and all  pleadings  and
papers in probate and other court  proceedings,  to execute  any  indemnity  and
fidelity bonds,  trust agreements,  proxies or other papers or documents of like
or different character necessary,  desirable or incidental to the appointment of
the Bank in any  fiduciary  capacity  and the  conduct  of its  business  in any
fiduciary  capacity;  also to  foreclose  any  mortgage,  to execute and deliver
receipts  for  payments  of  principal,  interest,  dividends,  rents,  fees and
payments of every kind and  description  paid to the Bank;  to sign receipts for
property  acquired  or  entrusted  to the  Bank;  also  to  sign  stock  or bond
certificates  on behalf of this Bank in any fiduciary  capacity and on behalf of
this Bank as transfer  agent or  registrar;  to  guarantee  the  genuineness  of
signatures  on  assignments  of  stocks,  bonds  or  other  securities,  and  to
authenticate bonds, debentures,  land or lease trust certificates or other forms
of  security  issued  pursuant  to any  indenture  under  which this Bank now or
hereafter is acting as Trustee.  Any such person,  as well as such other persons
as are specifically  authorized by the Chief Executive Officer or the officer in
charge of the Trust  Department,  may sign  checks,  drafts  and  orders for the
payment of money executed by the Trust Department in the course of its business.

SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any officer
of the Trust Department, any officer of the trust affiliate of the Bank and such
other  persons as may be  specifically  authorized  by  Resolution  of the Trust
Management  Committee or the Board of  Directors,  may vote shares of stock of a
corporation  of record on the books of the  issuing  company  in the name of the
Bank or in the name of the  Bank as  fiduciary,  or may  grant  proxies  for the


<PAGE>

voting of such stock of the  granting  if same is  permitted  by the  instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such  fiduciary  account.  In the case of shares of stock which are held by a
nominee of the Bank,  such shares may be voted by such  person(s)  authorized by
such nominee.


<PAGE>

                                    ARTICLE V
                                    ---------
                          STOCKS AND STOCK CERTIFICATES
                          -----------------------------

SECTION  5.01.  STOCK  CERTIFICATES.  The  shares of stock of the Bank  shall be
evidenced by certificates  which shall bear the signature of the Chairman of the
Board,  the  President,  or a Vice President  (which  signature may be engraved,
printed or impressed),  and shall be signed  manually by the  Secretary,  or any
other officer appointed by the Chief Executive Officer for that purpose.

         In case any such  officer who has signed or whose  facsimile  signature
has been placed upon such  certificate  shall have ceased to be such before such
certificate  is issued,  it may be issued by the Bank with the same effect as if
such  officer  had not  ceased  to be such at the time of its  issue.  Each such
certificate  shall bear the corporate seal of the Bank, shall recite on its fact
that the stock  represented  thereby is transferable  only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed  appropriate  by the Board.  The corporate  seal may be facsimile
engraved or printed.

SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable  only  upon the  stock  transfer  books of the Bank and  except  as
hereinafter  provided,  no  transfer  shall be made or new  certificates  issued
except upon the surrender for  cancellation  of the  certificate or certificates
previously  issued therefor.  In the case of the loss,  theft, or destruction of
any  certificate,  a new certificate may be issued in place of such  certificate
upon the  furnishing of any affidavit  setting forth the  circumstances  of such
loss,  theft, or destruction  and indemnity  satisfactory to the Chairman of the
Board, the President, or a Vice President.  The Board of Directors, or the Chief
Executive  Officer,  may  authorize the issuance of a new  certificate  therefor
without  the  furnishing  of  indemnity.  Stock  Transfer  Books,  in which  all
transfers of stock shall be recorded, shall be provided.

         The stock  transfer  books may be closed  for a  reasonable  period and
under such  conditions as the Board of Directors  may at any time  determine for


<PAGE>

any  meeting of  shareholders,  the  payment of  dividends  or any other  lawful
purpose.  In  lieu  of  closing  the  transfer  books,  the  Board  may,  in its
discretion, fix a record date and hour constituting a reasonable period prior to
the day designated for the holding of any meeting of the shareholders or the day
appointed  for the payment of any dividend or for any other  purpose at the time
as of which  shareholders  entitled to notice of and to vote at any such meeting
or to receive  such  dividend  or to be treated as  shareholders  for such other
purpose shall be determined,  and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such dividends
or to be treated as shareholders for such other purpose.


<PAGE>

                                   ARTICLE VI
                                   ----------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

SECTION  6.01.  SEAL.  The  impression  made below is an  impression of the seal
adopted by the Board of Directors of BANK ONE, COLUMBUS,  NATIONAL  ASSOCIATION.
The Seal may be affixed by any officer of the Bank to any  document  executed by
an  authorized  officer on behalf of the Bank,  and any  officer may certify any
act, proceedings, record, instrument or authority of the Bank.

SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive Committee,
the Bank and each of its  Branches  shall be open for  business on such days and
during such hours as the Chief Executive Officer of the Bank shall, from time to
time, prescribe.

SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association,  the  returns  of the  judges of  elections,  the  By-Laws  and any
amendments  thereto,  the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting  shall be signed by the  presiding  Officer and attested by
the secretary of the meetings.

SECTION  6.04.  AMENDMENT OF BY-LAWS.  These By-Laws may be amended by vote of a
majority of the Directors.


<PAGE>


EXHIBIT 6

Securities and Exchange Commission
Washington, D.C. 20549



                                     CONSENT
                                     -------

The  undersigned,   designated  to  act  as  Trustee  under  the  Indenture  for
AmeriCredit  Corp.  described  in the  attached  Statement  of  Eligibility  and
Qualification,  does hereby  consent  that reports of  examinations  by Federal,
State, Territorial, or District Authorities may be furnished by such authorities
to the Commission upon the request of the Commission.

This Consent is given  pursuant to the provision of Section  321(b) of the Trust
Indenture Act of 1939, as amended.


                                            Bank One, N.A.,
                                            (f.k.a. Bank One, Columbus, NA)



Dated:  July 9, 1997                        By:  /S/  JON BEACHAM
                                               ---------------------------------
                                               Jon Beacham
                                               Authorized Signer



                                                                    EXHIBIT 25.2



                   STATEMENT OF ELIGIBILITY OF BANK ONE, N.A.
                  WITH RESPECT TO SUBORDINATED DEBT SECURITIES









<PAGE>

                                                   Registration No._____________


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM T-1

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


                 BANK ONE, N.A., (F.K.A. BANK ONE, COLUMBUS, NA)


               Not Applicable                                   31-4148768
(State of Incorporation if not a national bank)             (I.R.S. Employer
                                                             Identification No.)


      100 East Broad Street, Columbus, Ohio                      43271-0181
(Address of trustee's principal executive offices)               (Zip Code)


                                   Jon Beacham
                         c/o Bank One Trust Company, NA
                              100 East Broad Street
                            Columbus, Ohio 43271-0181
                                 (614) 248-6229
            (Name, address and telephone number of agent for service)


                           CONTINENTAL AIRLINES, INC.
               (Exact name of obligor as specified in its charter)


            Delaware                                            74-2099724
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)


2929 Allen Parkway, Suite 2010, Houston, TX                       77019
(Address of principal executive office)                         (Zip Code)


                       _____% SUBORDINATED DEBT SECURITIES
                       (Title of the Indenture securities)


<PAGE>

                                     GENERAL

1.  General Information.
    FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

    (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
 AUTHORITY TO WHICH IT
         IS SUBJECT.

         Comptroller of the Currency, Washington, D.C.

         Federal Reserve Bank of Cleveland, Cleveland, Ohio

         Federal Deposit Insurance Corporation, Washington, D.C.

         The Board of Governors of the Federal Reserve System, Washington, D.C.

    (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         The trustee is authorized to exercise corporate trust powers.

2.  AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
    IF  THE  OBLIGOR IS  AN  AFFILIATE  OF  THE  TRUSTEE,  DESCRIBE   EACH  SUCH
    AFFILIATION.

    The obligor is not an affiliate of the trustee.

4.  (A)  CONTINENTAL  AIRLINES,  INC. 10.22%  SERIES A SENIOR  UNSECURED SINKING
         FUND NOTES DUE JULY 1, 2000

     CONTINENTAL  AIRLINES , INC. 10.22% SERIES B SENIOR UNSECURED  SINKING FUND
     NOTES DUE JULY 1, 2000

     (B) IT IS BANK ONE,  N.A.'S  POSITION  THAT  THERE  EXISTS NO  CONFLICT  OF
     INTEREST  WITHIN THE  MEANING OF SECTION  310(B) (1) OF THE ACT BECAUSE THE
     SECURITY  ISSUES  LISTED IN ITEM 4(A) ARE NOT IN DEFAULT (AS DEFINED IN THE
     INDENTURE FOR THE SECURITY  ISSUE).  IN ADDITION,  THE INDENTURE  SUBMITTED
     WITH  THIS  T-1  FILING  SHALL BE  SUBORDINATED  TO THE  INDENTURE  FOR THE
     SECURITY ISSUES LISTED IN ITEM 4(A).


<PAGE>

16.  LIST OF EXHIBITS
     LIST BELOW ALL EXHIBITS  FILED AS A PART OF THIS  STATEMENT OF  ELIGIBILITY
     AND QUALIFICATION.  (EXHIBITS  IDENTIFIED IN PARENTHESES,  ON FILE WITH THE
     COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO.)

Exhibit 1 - A copy of the  Articles  of  Association  of the  trustee  as now in
effect.

Exhibit 2 - A copy of the  Certificate  of  Authority of the trustee to commence
business,  see Exhibit 2 to Form T-1, filed in connection with Form S-3 relating
to Wheeling-Pittsburgh  Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.

Exhibit 3 - A copy of the  Authorization  of the trustee to  exercise  corporate
trust  powers,  see  Exhibit 3 to Form T-1,  filed in  connection  with Form S-3
relating  to  Wheeling-Pittsburgh  Corporation  9 3/8%  Senior  Notes  due 2003,
Securities and Exchange Commission File No. 33-50709.

Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the trustee  required by Section  321(b) of the Trust
Indenture Act of 1939, as amended.

Exhibit 7 - Report of  Condition  of the  trustee as of the close of business on
March 31, 1997, published pursuant to the requirements of the Comptroller of the
Currency.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.
Items 3 through 15 are not  answered  pursuant  to General  Instruction  B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.


<PAGE>

                                    SIGNATURE


         Pursuant to the  requirements  of the Trust  Indenture  Act of 1939, as
amended,  the Trustee,  Bank One, Columbus,  NA, a national banking  association
organized  under the National  Banking  Act,  has duly caused this  statement of
eligibility  and  qualification  to be signed on its behalf by the  undersigned,
thereunto duly authorized, all in Columbus, Ohio, on July 9, 1997.


                                            Bank One, N.A., (f.k.a. Bank One,
                                            Columbus, NA)


                                            By:  /S/  JON BEACHAM
                                            ------------------------------------
                                            Jon Beacham
                                            Authorized Signer


<PAGE>

Exhibit 1

BANK ONE, COLUMBUS, NATIONAL ASSOCIATION

                             ARTICLES OF ASSOCIATION
                             -----------------------

         For the purpose of organizing an  association  to carry on the business
of banking  under the laws of the  United  States,  the  following  Articles  of
Association are entered into:

         FIRST.  The  title of this  Association  shall be BANK  ONE,  COLUMBUS,
NATIONAL ASSOCIATION.

         SECOND. The main office of the Association shall be in Columbus, County
of Franklin,  State of Ohio. The general  business of the  Association  shall be
conducted at its main office and its branches.

         THIRD. The Board of Directors of this Association  shall consist of not
less  than  five nor more  than  twenty-five  Directors,  the  exact  number  of
Directors within such minimum and maximum limits to be fixed and determined from
time-to-time by resolution of the  shareholders at any annual or special meeting
thereof,  provided,  however,  that the Board of  Directors,  by resolution of a
majority  thereof,  shall be authorized to increase the number of its members by
not more than two between regular meetings of the  shareholders.  Each Director,
during the full term of his directorship,  shall own, as qualifying  shares, the
minimum  number of  shares of either  this  Association  or of its  parent  bank
holding  company in accordance  with the  provisions of applicable  law.  Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason,  including an increase in the number  thereof,  may be
filled by action of the Board of Directors.


<PAGE>

         FOURTH.  The annual  meeting of the  shareholders  for the  election of
Directors and the  transaction  of whatever other business may be brought before
said meeting shall be held at the main office of this  Association or such other
place as the Board of Directors may designate, on the day of each year specified
therefor in the By-Laws,  but if no election is held on that day, it may be held
on any  subsequent  business  day  according to the  provisions  of law; and all
elections  shall  be  held  according  to  such  lawful  regulations  as  may be
prescribed by the Board of Directors.

         FIFTH. The authorized amount of capital stock of this Association shall
be 2,073,750  shares of common stock of the par value of Ten Dollars ($10) each;
but said  capital  stock may be increased or  decreased  from  time-to-time,  in
accordance with the provisions of the laws of the United States.

         No  holder  of  shares  of  the  capital  stock  of  any  class  of the
Association  shall have the preemptive or preferential  right of subscription to
any share of any class of stock of this  Association,  whether now or  hereafter
authorized or to any  obligations  convertible  into stock of this  Association,
issued or sold, nor any right of subscription to any thereof other than such, if
any,  as the  Board of  Directors,  in its  discretion,  may  from  time-to-time
determine and at such price as the Board of Directors may from time-to-time fix.

         This Association, at any time and from time-to-time,  may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.

         SIXTH.  The  Board  of  Directors  shall  appoint  one of  its  members
President  of the  Association,  who shall be Chairman of the Board,  unless the
Board appoints another director to be the Chairman. The Board of Directors shall
have the power to appoint one or more Vice Presidents and to appoint a Secretary
and such other  officers  and  employees  as may be  required  to  transact  the
business of this Association.

         The Board of Directors shall have the power to define the duties of the
officers and  employees of this  Association;  to fix the salaries to be paid to


<PAGE>

them;  to  dismiss  them;  to  require  bonds  from them and to fix the  penalty
thereof;  to  regulate  the manner in which any  increase of the capital of this
Association  shall be made; to manage and administer the business and affairs of
this  Association;  to make all By-Laws  that it may be lawful for them to make;
and  generally  to do and  perform  all acts that it may be legal for a Board of
Directors to do and perform.

         SEVENTH.  The Board of  Directors  shall  have the power to change  the
location of the main office to any other place  within the limits of the City of
Columbus,  Ohio,  without the  approval of the  shareholders  but subject to the
approval  of the  Comptroller  of the  Currency;  and  shall  have the  power to
establish or change the  location of any branch or branches of this  Association
to any other location,  without the approval of the  shareholders but subject to
the approval of the Comptroller of the Currency.

         EIGHTH.  The corporate  existence of this  Association  shall  continue
until terminated in accordance with the laws of the United States.

         NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate,  not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time, place
and purpose of every  annual and special  meeting of the  shareholders  shall be
given by first-class  mail,  postage prepaid,  mailed at least ten days prior to
the date of such meeting to each  shareholder  of record at his address as shown
upon the books of this Association.


<PAGE>

         TENTH.  Every  person who is or was a Director,  officer or employee of
the  Association  or of any other  corporation  which he  served as a  Director,
officer or employee at the request of the  Association  as part of his regularly
assigned  duties may be  indemnified by the  Association in accordance  with the
provisions  of  this  paragraph  against  all  liability   (including,   without
limitation,  judgments,  fines,  penalties and  settlements)  and all reasonable
expenses  (including,  without  limitation,  attorneys'  fees and  investigative
expenses)  that may be  incurred  or paid by him in  connection  with any claim,
action,  suit or proceeding,  whether  civil,  criminal or  administrative  (all
referred to hereafter in this  paragraphs as "Claims") or in connection with any
appeal relating  thereto in which he may become involved as a party or otherwise
or with  which he may be  threatened  by reason  of his  being or having  been a
Director,  officer or employee of the Association or such other corporation,  or
by  reason  of any  action  taken  or  omitted  by him in his  capacity  as such
Director,  officer or  employee,  whether or not he  continues to be such at the
time such liability or expenses are incurred, provided that nothing contained in
this paragraph shall be construed to permit  indemnification  of any such person
who is adjudged guilty of, or liable for, willful  misconduct,  gross neglect of
duty or criminal acts, unless, at the time such  indemnification is sought, such
indemnification  in  such  instance  is  permissible  under  applicable  law and
regulations,  including  published rulings of the Comptroller of the Currency or
other appropriate supervisory or regulatory authority, and provided further that
there shall be no indemnification of directors,  officers,  or employees against
expenses,  penalties, or other payments incurred in an administrative proceeding
or action  instituted by an appropriate  regulatory  agency which  proceeding or
action  results in a final order  assessing  civil money  penalties or requiring
affirmative  action by an individual or  individuals  in the form of payments to
the  Association.  Every person who may be  indemnified  under the provisions of
this paragraph and who has been wholly  successful on the merits with respect to


<PAGE>

any Claim shall be entitled to indemnification  as of right.  Except as provided
in the preceding sentence,  any indemnification under this paragraph shall be at
the sole  discretion  of the  Board of  Directors  and shall be made only if the
Board of Directors or the Executive Committee  acting by a quorum  consisting of
         Directors  who  are  not  parties  to  such  Claim  shall  find  or  if
independent  legal counsel (who may be the regular  counsel of the  Association)
selected  by the Board of  Directors  or  Executive  Committee  whether or not a
disinterested  quorum  exists shall render their  opinion that in view of all of
the circumstances then surrounding the Claim, such  indemnification is equitable
and in the best  interests of the  Association.  Among the  circumstances  to be
taken  into  consideration  in  arriving  at such a finding  or  opinion  is the
existence or  non-existence  of a contract of insurance or indemnity under which
the   Association   would  be   wholly   or   partially   reimbursed   for  such
indemnification, but the existence or non-existence of such insurance is not the
sole  circumstance  to be  considered  nor shall it be wholly  determinative  of
whether  such  indemnification  shall be made.  In addition  to such  finding or
opinion, no indemnification  under this paragraph shall be made unless the Board
of  Directors  or the  Executive  Committee  acting  by a quorum  consisting  of
Directors who are not parties to such Claim shall find or if  independent  legal
counsel  (who may be the  regular  counsel of the  Association)  selected by the
Board of Directors or Executive Committee whether or not a disinterested  quorum
exists shall render their opinion that the Director,  officer or employee  acted
in good faith in what he  reasonably  believed to be the best  interests  of the
Association  or such other  corporation  and further in the case of any criminal
action or proceeding, that the Director, officer or employee reasonably believed
his conduct to be lawful.  Determination  of any Claim by judgment  adverse to a
Director,  officer or employee by settlement  with or without Court  approval or
conviction upon a plea of guilty or of  nolocontendere  or its equivalent  shall
not create a presumption that a Director, officer or employee failed to meet the
standards of conduct set forth in this paragraph. Expenses incurred with respect
to any Claim may be advanced by the Association  prior to the final  disposition
thereof upon receipt of an undertaking  satisfactory to the Association by or on
behalf of the recipient to repay such amount unless it is ultimately  determined
that he is  entitled  to  indemnification  under this  paragraph.  The rights of
indemnification provided in this paragraph shall be in addition to any rights to
which any Director, officer or employee may otherwise be entitled by contract or
as a matter of law.

         Every  person who shall act as a Director,  officer or employee of this
Association  shall be conclusively  presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.

         ELEVENTH.  These Articles of Association  may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater  amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.


<PAGE>


Exhibit 4

                                     BY-LAWS
                                     -------
                                       OF
                                       --
                    BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
                    ----------------------------------------

                                    ARTICLE I
                                    ---------
                             MEETING OF SHAREHOLDERS
                             -----------------------

SECTION 1.01. ANNUAL MEETING.  The regular annual meeting of the Shareholders of
the Bank for the election of Directors and for the  transaction of such business
as may properly come before the meeting shall be held at its main banking house,
or other  convenient  place duly  authorized by the Board of  Directors,  on the
third Monday of January of each year, or on the next succeeding  banking day, if
the day fixed  falls on a legal  holiday.  If from any  cause,  an  election  of
directors is not made on the day fixed for the regular  meeting of  shareholders
or, in the event of a legal  holiday,  on the next  succeeding  banking day, the
Board of Directors  shall order the election to be held on some  subsequent day,
as soon  thereafter  as  practicable,  according to the  provisions  of law; and
notice  thereof  shall be given in the  manner  herein  provided  for the annual
meeting.  Notice of such annual meeting shall be given by or under the direction
of the  Secretary  or such  other  officer  as may be  designated  by the  Chief
Executive Officer by first-class mail,  postage prepaid,  to all shareholders of
record of the Bank at their respective  addresses as shown upon the books of the
Bank mailed not less than ten days prior to the date fixed for such meeting.

SECTION 1.02.  SPECIAL  MEETINGS.  A special meeting of the shareholders of this
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
this Bank. The notice of any special meeting of the  shareholders  called by the
Board of Directors, stating the time, place and purpose of the meeting, shall be
given by or under the  direction of the  Secretary,  or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown


<PAGE>

upon the books of the  Bank,  mailed  not less  than ten days  prior to the date
fixed for such meeting.

         Any  special  meeting  of  shareholders  shall  be  conducted  and  its
proceedings  recorded  in the  manner  prescribed  in these  By-Laws  for annual
meetings of shareholders.

SECTION 1.03.  SECRETARY OF  SHAREHOLDERS'  MEETING.  The Board of Directors may
designate a person to be the Secretary of the meetings of  shareholders.  In the
absence of a presiding  officer,  as designated in these  By-Laws,  the Board of
Directors may designate a person to act as the presiding  officer.  In the event
the Board of  Directors  fails to  designate a person to preside at a meeting of
shareholders  and a  Secretary  of such  meeting,  the  shareholders  present or
represented  shall elect a person to preside and a person to serve as  Secretary
of the meeting.

         The Secretary of the meetings of  shareholders  shall cause the returns
made by the judges and  election  and other  proceedings  to be  recorded in the
minute book of the Bank. The presiding officer shall notify the  directors-elect
of their election and to meet forthwith for the organization of the new board.

         The minutes of the meeting shall be signed by the presiding officer and
the Secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION.  The Board of Directors may appoint as many as
three shareholders to be judges of the election,  who shall hold and conduct the
same, and who shall,  after the election has been held,  notify, in writing over
their  signatures,  the  secretary  of the  shareholders'  meeting of the result
thereof and the names of the Directors  elected;  provided,  however,  that upon
failure for any reason of any judge or judges of  election,  so appointed by the
directors,  to serve,  the presiding  officer of the meeting shall appoint other
shareholders  or their proxies to fill the vacancies.  The judges of election at
the request of the  chairman of the  meeting,  shall act as tellers of any other
vote by ballot taken at such meeting,  and shall  notify,  in writing over their
signatures, the secretary of the Board of Directors of the result thereof.


<PAGE>

SECTION  1.05.  PROXIES.  In all  elections of Directors,  each  shareholder  of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in his name for as many persons
as there are Directors to be elected,  or to cumulate such shares as provided by
Federal Law. In deciding all other questions at meetings of  shareholders,  each
shareholder  shall be  entitled  to one vote on each share of stock of record in
his name. Shareholders may vote by proxy duly authorized in writing. All proxies
used at the  annual  meeting  shall be secured  for that  meeting  only,  or any
adjournment  thereof,  and shall be dated,  and if not dated by the shareholder,
shall be dated as of the date of receipt thereof. No officer or employee of this
Bank may act as proxy.

SECTION  1.06.  QUORUM.  Holders  of record of a  majority  of the shares of the
capital stock of the Bank, eligible to be voted,  present either in person or by
proxy,  shall constitute a quorum for the transaction of business at any meeting
of shareholders,  but shareholders  present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is  obtained.  A majority  of the votes cast shall  decide  every
question  or  matter  submitted  to  the  shareholders  at any  meeting,  unless
otherwise provided by law or by the Articles of Association.


<PAGE>

                                   ARTICLE II
                                   ----------
                                    DIRECTORS
                                    ---------

SECTION 2.01.  MANAGEMENT OF THE BANK. The business of the Bank shall be managed
by the Board of  Directors.  Each  director of the Bank shall be the  beneficial
owner of a  substantial  number of shares of BANC ONE  CORPORATION  and shall be
employed either in the position of Chief Executive  Officer or active leadership
within his or her business,  professional  or community  interest which shall be
located  within  the  geographic  area in  which  the  Bank  operates,  or as an
executive  officer of the Bank. A director  shall not be eligible for nomination
and  re-election  as a  director  of the  Bank if  such  person's  executive  or
leadership  position  within  his or her  business,  professional  or  community
interests which qualifies such person as a director of Bank terminates.  The age
of 70 is the mandatory retirement age as a director of the Bank. When a person's
eligibility  as director of the Bank  terminates,  whether  because of change in
share  ownership,  position,  residency  or  age,  within  30  days  after  such
termination,  such  person  shall  submit his  resignation  as a director  to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director.  Provided, however, following
a  person's  retirement  or  resignation  as  a  director  because  of  the  age
limitations  herein  set forth with  respect to  election  or  re-election  as a
director,  such  person  may,  in special or unusual  circumstances,  and at the
discretion of the Board,  be elected by the directors as a Director  Emeritus of
the Bank for a limited period of time. A Director  Emeritus shall have the right
to  participate  in board  meetings  but shall be without  the power to vote and
shall be  subject  to  re-election  by the Board at its  organizational  meeting
following the Bank's annual meeting of shareholders.

SECTION  2.02.  QUALIFICATIONS.  Each  director  shall  have  the  qualification
prescribed  by law. No person  elected a director may exercise any of the powers
of his office until he has taken the oath of such office.


<PAGE>

SECTION 2.03. TERM OF  OFFICE/VACANCIES.  A director shall hold office until the
annual  meeting for the year in which his term  expires and until his  successor
shall be  elected  and shall  qualify,  subject,  however,  to his prior  death,
resignation,  or removal from office. Whenever any vacancy shall occur among the
directors,  the remaining  directors shall  constitute the directors of the Bank
until such  vacancy is filled by the  remaining  directors,  and any director so
appointed  shall hold  office for the  unexpired  term of his or her  successor.
Notwithstanding the foregoing,  each director shall hold office and serve at the
pleasure of the Board.

SECTION 2.04.  ORGANIZATION  MEETING.  The directors elected by the shareholders
shall meet for  organization of the new board at the time fixed by the presiding
officer of the annual meeting. If at the time fixed for such meeting there is no
quorum present,  the Directors in attendance may adjourn from time to time until
a quorum is  obtained.  A  majority  of the number of  Directors  elected by the
shareholders shall constitute a quorum for the transaction of business.

SECTION 2.05.  REGULAR MEETINGS.  The regular meetings of the Board of Directors
shall be held on the third Monday of each  calendar  month  excluding  March and
July,  which meeting will be held at 4:00 p.m.  When any regular  meeting of the
Board  falls on a holiday,  the  meeting  shall be held on such other day as the
Board may previously designate or should the Board fail to so designate, on such
day as the Chairman of the Board of President may fix.  Whenever a quorum is not
present,  the  directors in  attendance  shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding  regular meeting
of the Board.

SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board or President, or at the request
of two or more  Directors.  Any  special  meeting  may be held at such  place in
Franklin County,  Ohio, and at such time as may be fixed in the call. Written or
oral  notice  shall  be  given  to each  Director  not  later  than the day next
preceding  the day on which special  meeting is to be held,  which notice may be
waived in writing.


<PAGE>

         The  presence of a Director at any meeting of the Board shall be deemed
a waiver  of  notice  thereof  by him.  Whenever  a quorum  is not  present  the
Directors in attendance  shall adjourn the special meeting from day to day until
a quorum is obtained.

SECTION 2.07.  QUORUM.  A majority of the Directors shall constitute a quorum at
any meeting,  except when  otherwise  provided by law;  but a lesser  number may
adjourn  any  meeting,  from  time-to-time,  and the  meeting  may be  held,  as
adjourned,  without further notice. When, however,  less than a quorum as herein
defined,  but at least one-third and not less than two of the authorized  number
of Directors are present at a meeting of the Directors, business of the Bank may
be  transacted  and  matters  before the Board  approved or  disapproved  by the
unanimous vote of the Directors present.

SECTION 2.08. COMPENSATION.  Each member of the Board of Directors shall receive
such fees for, and transportation  expenses incident to, attendance at Board and
Board Committee Meetings and such fees for service as a Director irrespective of
meeting  attendance  as from time to time are fixed by  resolution of the Board;
provided,  however,  that payment  hereunder shall not be made to a Director for
meetings attended and/or Board service which are not for the Bank's sole benefit
and which are concurrent and duplicative with meetings attended or board service
for an  affiliate  of the Bank for  which the  Director  receives  payment;  and
provided  further,  that payment  hereunder shall not be made in the case of any
Director in the regular employment of the Bank or of one of its affiliates.

SECTION 2.09.  EXECUTIVE  COMMITTEE.  There shall be a standing committee of the
Board of Directors  known as the  Executive  Committee  which shall  possess and
exercise,  when the Board is not in  session,  all  powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers of
the Board of Directors  in  accordance  with the  Provisions  of the  "Employees
Retirement  Plan" and the "Agreement  and  Declaration of Trust" as the same now
exist or may be amended hereafter.  The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the Bank, one of whom, as hereinafter required by these By-laws, shall be the
Chief Executive  Officer.  The other members of the Committee shall be appointed


<PAGE>

by the Chairman of the Board or by the President, with the approval of the Board
and shall continue as members of the Executive  Committee until their successors
are appointed, provided, however, that any member of the Executive Committee may
be removed by the Board upon a majority  vote  thereof at any regular or special
meeting of the Board.  The Chairman or  President  shall fill any vacancy in the
Committee by the appointment of another Director, subject to the approval of the
Board of Directors.  The regular  meetings of the Executive  Committee  shall be
held on a regular basis as scheduled by the Board of Directors. Special meetings
of the  Executive  Committee  shall  be held  at the  call  of the  Chairman  or
President or any two members thereof at such time or times as may be designated.
In the event of the  absence  of any member or  members  of the  Committee,  the
presiding  member may appoint a member or members of the Board to fill the place
or places of such absent  member or members to serve  during such  absence.  Not
fewer than three members of the Committee  must be present at any meeting of the
Executive Committee to constitute a quorum,  provided,  however that with regard
to any matters on which the  Executive  Committee  shall vote, a majority of the
Committee  members  present at the  meeting at which a vote is to be taken shall
not be officers of the Bank and,  provided  further,  that if, at any meeting at
which the  Chairman  of the  Board and  President  are both  present,  Committee
members who are not officers are not in the  majority,  then the Chairman of the
Board or President,  which ever of such officers is not also the Chief Executive
Officer,  shall  not be  eligible  to vote  at such  meeting  and  shall  not be
recognized  for purposes of  determining if a quorum is present at such meeting.
When neither the Chairman of the Board nor President are present,  the Committee
shall appoint a presiding officer.  The Executive  Committee shall keep a record
of its  proceedings and report its proceedings and the action taken by it to the
Board of Directors.

SECTION 2.10 COMMUNITY  REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE.  There
shall be a standing  committee of the Board of Directors  known as the Community
Reinvestment  Act and Compliance  Policy Committee the duties of which shall be,
at least once in each calendar year, to review,  develop and recommend  policies
and programs  related to the Bank's  Community  Reinvestment  Act Compliance and


<PAGE>

regulatory  compliance  with  all  existing  statutes,   rules  and  regulations
affecting the Bank under state and federal law. Such Committee shall provide and
promptly  make a full report of such review of current Bank policies with regard
to Community Reinvestment Act and regulatory compliance in writing to the Board,
with   recommendations,   if  any,   which  may  be  necessary  to  correct  any
unsatisfactory conditions.  Such Committee may, in its discretion, in fulfilling
its duties,  utilize the Community  Reinvestment  Act officers of the Bank, Banc
One Ohio  Corporation and Banc One Corporation and may engage outside  Community
Reinvestment  Act  experts,  as  approved by the Board,  to review,  develop and
recommend policies and programs as herein required.  The Community  Reinvestment
Act and  regulatory  compliance  policies  and  procedures  established  and the
recommendations  made  shall be  consistent  with,  and  shall  supplement,  the
Community  Reinvestment  Act and regulatory  compliance  programs,  policies and
procedures of Banc One Corporation and Banc One Ohio Corporation.  The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board  members,  one of whom  shall be the Chief  Executive  Officer  and a
majority of whom are not officers of the Bank.  Not fewer than three  members of
the Committee,  a majority of whom are not officers of the Bank, must be present
to  constitute  a quorum.  The  Chairman of the Board or  President of the Bank,
whichever is not the Chief Executive  Officer,  shall be an ex officio member of
the Community  Reinvestment Act and Compliance Policy  Committee.  The Community
Reinvestment  Act and  Compliance  Policy  Committee,  whose  chairman  shall be
appointed by the Board,  shall keep a record of its  proceedings  and report its
proceedings and the action taken by it to the Board of Directors.

SECTION 2.11. TRUST COMMITTEES.  There shall be two standing Committees known as
the Trust Management Committee and the Trust Examination  Committee appointed as
hereinafter provided.

SECTION 2.12. OTHER COMMITTEES.  The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.


<PAGE>

                                   ARTICLE III
                                   -----------
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
                    ----------------------------------------

SECTION 3.01.  OFFICERS AND MANAGEMENT STAFF.


     (a) The  officers  of the Bank shall  include a  President,  Secretary  and
         Security  Officer and may include a Chairman of the Board,  one or more
         Vice Chairmen,  one or more Vice  Presidents  (which may include one or
         more Executive Vice Presidents  and/or Senior Vice  Presidents) and one
         or more  Assistant  Secretaries,  all of whom  shall be  elected by the
         Board.  All other  officers may be elected by the Board or appointed in
         writing by the Chief  Executive  Officer.  The salaries of all officers
         elected  by the  Board  shall be fixed by the  Board.  The  Board  from
         time-to-time  shall designate the President or Chairman of the Board to
         serve as the Bank's Chief Executive Officer.

     (b) The Chairman of the Board,  if any, and the President  shall be elected
         by the Board from their own number.  The  President and Chairman of the
         Board shall be re-elected by the Board  annually at the  organizational
         meeting  of the Board of  Directors  following  the  Annual  Meeting of
         Shareholders.  Such  officers  as the Board  shall elect from their own
         number  shall hold office  from the date of their  election as officers
         until the organization  meeting of the Board of Directors following the
         next  Annual  Meeting of  Shareholders,  provided,  however,  that such
         officers  may be relieved of their  duties at any time by action of the
         Board in which  event all the powers  incident  to their  office  shall
         immediately terminate.

     (c) Except as provided in the case of the elected  officers who are members
         of the Board,  all officers,  whether elected or appointed,  shall hold
         office at the pleasure of the Board. Except as otherwise limited by law
         or these By-laws,  the Board assigns to Chief Executive  Officer and/or
         his  designees  the  authority  to appoint  and  dismiss any elected or


<PAGE>

         appointed  officer or other member of the Bank's  management  staff and
         other employees of the Bank, as the person in charge of and responsible
         for  any  branch  office,  department,  section,  operation,  function,
         assignment or duty in the Bank.

     (d) The management  staff of the Bank shall include officers elected by the
         Board,  officers  appointed by the Chief  Executive  Officer,  and such
         other persons in the  employment  of the Bank who,  pursuant to written
         appointment and authorization by a duly authorized officer of the Bank,
         perform management functions and have management responsibilities.  Any
         two or more  offices  may be held by the  same  person  except  that no
         person shall hold the office of Chairman of the Board and/or  President
         and at the same time also hold the office of Secretary.

     (e) The Chief  Executive  Officer of the Bank and any other  officer of the
         Bank,  to the extent that such officer is  authorized in writing by the
         Chief  Executive  Officer,  may appoint persons other than officers who
         are in the employment of the Bank to serve in management  positions and
         in connection therewith,  the appointing officer may assign such title,
         salary,  responsibilities  and functions as are deemed  appropriate  by
         him,  provided,   however,  that  nothing  contained  herein  shall  be
         construed  as placing  any  limitation  on the  authority  of the Chief
         Executive  Officer  as  provided  in this and other  sections  of these
         By-Laws.

SECTION 3.02. CHIEF EXECUTIVE  OFFICER.  The Chief Executive Officer of the Bank
shall have general and active  management  of the business of the Bank and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect.  Except as otherwise  prescribed or limited by these By-Laws,  the Chief
Executive  Officer  shall have full  right,  authority  and power to control all
personnel,  including elected and appointed officers,  of the Bank, to employ or
direct the employment of such  personnel and officers as he may deem  necessary,
including the fixing of salaries and the  dismissal of them at pleasure,  and to
define and prescribe the duties and  responsibility of all Officers of the Bank,


<PAGE>

subject to such further  limitations and directions as he may from  time-to-time
deem proper.  The Chief  Executive  Officer shall perform all duties incident to
his office and such other and further  duties,  as may,  from  time-to-time,  be
required of him by the Board of Directors or the shareholders. The specification
of authority in these  By-Laws  wherever  and to whomever  granted  shall not be
construed to limit in any manner the general powers of delegation granted to the
Chief  Executive  Officer in  conducting  the  business  of the Bank.  The Chief
Executive Officer or, in his absence,  the Chairman of the Board or President of
the Bank,  as designated by the Chief  Executive  Officer,  shall preside at all
meetings of shareholders  and meetings of the Board. In the absence of the Chief
Executive Officer,  such officer as is designated by the Chief Executive Officer
shall be vested  with all the  powers  and  perform  all the duties of the Chief
Executive  Officer as defined by these By-Laws.  When  designating an officer to
serve in his absence, the Chief Executive Officer shall select an officer who is
a member of the Board of Directors whenever such officer is available.

SECTION  3.03.  POWERS OF OFFICERS AND  MANAGEMENT  STAFF.  The Chief  Executive
Officer,  the  Chairman  of the Board,  the  President,  and those  officers  so
designated and authorized by the Chief  Executive  Officer are authorized for an
on behalf of the Bank,  and to the extent  permitted  by law,  to make loans and
discounts;  to  purchase  or acquire  drafts,  notes,  stock,  bonds,  and other
securities  for  investment  of funds held by the Bank;  to execute and purchase
acceptances;  to appoint, empower and direct all necessary agents and attorneys;
to sign and give any notice  required to be given;  to demand  payment and/or to
declare due for any default  any debt or  obligation  due or payable to the Bank
upon demand or authorized to be declared  due; to foreclose  any  mortgages,  to
exercise  any option,  privilege  or election to forfeit,  terminate,  extend or
renew any lease;  to authorize and direct any  proceedings for the collection of
any money or for the enforcement of any right or obligation;  to adjust,  settle
and compromise  all claims of every kind and  description in favor of or against
the Bank, and to give  receipts,  releases and  discharges  therefor;  to borrow
money and in connection  therewith to make,  execute and deliver notes, bonds or
other evidences of indebtedness;  to pledge or hypothecate any securities or any


<PAGE>

stocks, bonds, notes or any property real or personal held or owned by the Bank,
or to rediscount  any notes or other  obligations  held or owned by the Bank, to
employ  or  direct  the  employment  of all  personnel,  including  elected  and
appointed officers, and the dismissal of them at pleasure, and in furtherance of
and in addition to the powers  hereinabove  set forth to do all such acts and to
take all such proceedings as in his judgment are necessary and incidental to the
operation of the Bank.

         Other persons in the employment of the Bank,  including but not limited
to officers and other members of the management  staff, may be authorized by the
Chief  Executive  Officer,  or by an officer so designated and authorized by the
chief  Executive  Officer,  to  perform  the powers  set forth  above,  subject,
however,   to  such   limitations  and  conditions  as  are  set  forth  in  the
authorization given to such persons.

SECTION  3.04.  SECRETARY.  The  Secretary  or  such  other  officers  as may be
designated by the Chief Executive  Officer shall have supervision and control of
the records of the Bank and,  subject to the  direction  of the Chief  Executive
Officer,  shall  undertake  other duties and  functions  usually  performed by a
corporate  secretary.  Other  officers may be designated by the Chief  Executive
Officer or the Board of Directors  as Assistant  Secretary to perform the duties
of the Secretary.

SECTION 3.05. EXECUTION OF DOCUMENTS.  The Chief Executive Officer,  Chairman of
the Board, President,  any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department  within the
Bank and any other  officer to the extent  such  officer  is so  designated  and
authorized  by the Chief  Executive  Officer,  the  Chairman  of the Board,  the
President,  or any other officer who is a member of the Bank's  management staff
who is in charge of and  responsible  for any  department  within the Bank,  are
hereby  authorized  on  behalf  of the Bank to sell,  assign,  lease,  mortgage,
transfer,  deliver and convey any real or  personal  property  now or  hereafter
owned by or  standing  in the name of the Bank or its  nominee,  or held by this
Bank as collateral security,  and to execute and deliver such deeds,  contracts,
leases,  assignments,  bills of sale,  transfers or other papers or documents as


<PAGE>

may be appropriate in the circumstances; to execute any loan agreement, security
agreement,  commitment  letters and financing  statements and other documents on
behalf  of the Bank as a lender;  to  execute  purchase  orders,  documents  and
agreements entered into by the Bank in the ordinary course of business, relating
to purchase,  sale,  exchange or lease of services,  tangible personal property,
materials and  equipment for the use of the Bank; to execute  powers of attorney
to  perform  specific  or general  functions  in the name of or on behalf of the
Bank; to execute  promissory notes or other  instruments  evidencing debt of the
Bank; to execute instruments  pledging or releasing securities for public funds,
documents  submitting  public  fund bids on behalf of the Bank and  public  fund
contracts;  to purchase and acquire any real or personal property including loan
portfolios and to execute and deliver such agreements, contracts or other papers
or  documents  as may  be  appropriate  in the  circumstances;  to  execute  any
indemnity  and fidelity  bonds,  proxies or other papers or documents of like or
different  character  necessary,  desirable or  incidental to the conduct of its
banking business;  to execute and deliver settlement  agreements or other papers
or documents as may be appropriate in connection with a dismissal  authorized by
Section 3.01(c) of these By-laws; to execute agreements, instruments, documents,
contracts or other papers of like or difference character  necessary,  desirable
or incidental to the conduct of its banking business; and to execute and deliver
partial  releases from and  discharges or  assignments  of mortgages,  financing
statements and assignments or surrender of insurance policies,  now or hereafter
held by this Bank.

         The Chief  Executive  Officer,  Chairman of the Board,  President,  any
officer  being a member of the Bank's  management  staff who is also a person in
charge of and  responsible  for any  department  within the Bank,  and any other
officer of the Bank so designated and authorized by the Chief Executive Officer,
Chairman  of the Board,  President  or any officer who is a member of the Bank's
management  staff who is in charge of and responsible for any department  within
the Bank are  authorized for and on behalf of the Bank to sign and issue checks,
drafts, and certificates of deposit;  to sign and endorse bills of exchange,  to
sign and  countersign  foreign and  domestic  letters of credit,  to receive and


<PAGE>

receipt for payments of principal, interest, dividends, rents, fees and payments
of every kind and  description  paid to the Bank,  to sign receipts for property
acquired by or entrusted to the Bank, to guarantee the genuineness of signatures
on assignments of stocks,  bonds or other securities,  to sign certifications of
checks,  to  endorse  and  deliver  checks,  drafts,  warrants,   bills,  notes,
certificates  of deposit and  acceptances  in all business  transactions  of the
Bank.

         Other persons in the  employment  of the Bank and of its  subsidiaries,
including but not limited to officers and other members of the management staff,
may be  authorized  by the  Chief  Executive  Officer,  Chairman  of the  Board,
President  or by an  officer  so  designated  by the  Chief  Executive  Officer,
Chairman  of the Board,  or  President  to perform  the acts and to execute  the
documents set forth above, subject,  however, to such limitations and conditions
as are contained in the authorization given to such person.

SECTION 3.06.  PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful  performance  of their duties for such amount
as may be prescribed by the Board of Directors.


<PAGE>

                                   ARTICLE IV
                                   ----------
                                TRUST DEPARTMENT
                                ----------------

SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to this
Bank under the provisions of Federal Law and  Regulations of the  Comptroller of
the Currency, there shall be maintained a separate Trust Department of the Bank,
which shall be operated in the manner specified herein.

SECTION 4.02. TRUST MANAGEMENT  COMMITTEE.  There shall be a standing  Committee
known as the Trust Management Committee,  consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee  shall consist
of the  Chairman  of the Board  who  shall be  Chairman  of the  Committee,  the
President,  and at  least  three  other  Directors  appointed  by the  Board  of
Directors  and who shall  continue  as  members  of the  Committee  until  their
successors are appointed.  Any vacancy in the Trust Management  Committee may be
filled by the  Board at any  regular  or  special  meeting.  In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such  absent  members to serve  during
such  absence.  Three members of the Committee  shall  constitute a quorum.  Any
member of the  Committee  may be removed by the Board by a majority  vote at any
regular or special meeting of the Board.  The Committee shall meet at such times
as it may  determine  or at the call of the  Chairman,  or  President or any two
members thereof.

         The Trust  Management  Committee,  under the general  direction  of the
Board of Directors,  shall  supervise the policy of the Trust  Department  which
shall be formulated  and executed in  accordance  with Law,  Regulations  of the
Comptroller of the Currency, and sound fiduciary principles.

SECTION 4.03. TRUST EXAMINATION  COMMITTEE.  There shall be a standing Committee
known  as  the  Trust  Examination  Committee,  consisting  of  three  directors
appointed  by the Board of  Directors  and who shall  continue as members of the
committee until their successors are appointed. Such members shall not be active
officers of the Bank.  Two members of the Committee  shall  constitute a quorum.
Any member of the  Committee  may be removed by the Board by a majority  vote at


<PAGE>

any regular or special  meeting of the Board.  The Committee  shall meet at such
times as it may determine or at the call of two members thereof.

         This  Committee  shall,  at least once  during each  calendar  year and
within fifteen months of the last such audit, or at such other time(s) as may be
required by Regulations of the Comptroller of the Currency, make suitable audits
of the  Trust  Department  or  cause  suitable  audits  to be made  by  auditors
responsible  only to the Board of  Directors,  and at such time shall  ascertain
whether the Department has been administered in accordance with Law, Regulations
of the Comptroller of the Currency and sound fiduciary principles.

         The  Committee  shall  promptly  make a full  report of such  audits in
writing to the Board of Directors of the Bank, together with a recommendation as
to  what  action,  if  any,  may be  necessary  to  correct  any  unsatisfactory
condition.  A report of the audits  together with the action taken thereon shall
be noted in the Minutes of the Board of  Directors  and such  report  shall be a
part of the records of this Bank.

SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management and
supervision  of an  officer  of the Bank or of the trust  affiliate  of the Bank
designated  by and subject to the advice and  direction  of the Chief  Executive
Officer.   Such  officer  having  supervisory   responsibility  over  the  Trust
Department  shall do or  cause to be done all  things  necessary  or  proper  in
carrying on the business of the Trust  Department in accordance  with provisions
of law and applicable regulations.

SECTION 4.05. HOLDING OF PROPERTY.  Property held by the Trust Department may be
carried in the name of the Bank in its fiduciary capacity,  in the name of Bank,
or in the name of a nominee or nominees.

SECTION 4.06. TRUST INVESTMENTS.  Funds held by the Bank in a fiduciary capacity
awaiting   investment  or   distribution   shall  not  be  held   uninvested  or
undistributed  any longer than is  reasonable  for the proper  management of the
account and shall be invested in accordance  with the instrument  establishing a


<PAGE>

fiduciary relationship and local law. Where such instrument does not specify the
character or class of  investments  to be made and does not vest in the Bank any
discretion  in the  matter,  funds held  pursuant  to such  instrument  shall be
invested in any investment  which  corporate  fiduciaries may invest under local
law.

         The investments of each account in the Trust  Department  shall be kept
separate  from the assets of the Bank,  and shall be placed in the joint custody
or control of not less than two of the  officers or  employees of the Bank or of
the  trust  affiliate  of the  Bank  designated  for the  purpose  by the  Trust
Management Committee.

SECTION 4.07. EXECUTION OF DOCUMENTS.  The Chief Executive Officer,  Chairman of
the  Board,  President,  any  officer  of the Trust  Department,  and such other
officers of the trust affiliate of the Bank as are  specifically  designated and
authorized by the Chief  Executive  Officer,  the  President,  or the officer in
charge of the Trust Department,  are hereby authorized,  on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real property
or personal  property and to purchase and acquire any real or personal  property
and to execute and  deliver  such  agreements,  contracts,  or other  papers and
documents  as may  be  appropriate  in the  circumstances  for  property  now or
hereafter owned by or standing in the name of this Bank, or its nominee,  in any
fiduciary  capacity,  or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute and
deliver  partial  releases from any  discharges or  assignments or mortgages and
assignments  or surrender of insurance  policies,  to execute and deliver deeds,
contracts, leases, assignments, bills of sale, transfers or such other papers or
documents  as may  be  appropriate  in the  circumstances  for  property  now or
hereafter held by this Bank in any fiduciary  capacity or owned by any principal
for whom this Bank may now or  hereafter  be acting under a power of attorney or
as agent;  to execute  and  deliver  settlement  agreements  or other  papers or
documents as may be  appropriate  in connection  with a dismissal  authorized by
Section 3.01(c) of these By-laws; provided that the signature of any such person
shall be attested in each case by any officer of the Trust  Department or by any


<PAGE>

other person who is specifically  authorized by the Chief Executive Officer, the
President or the officer in charge of the Trust Department.

         The Chief  Executive  Officer,  Chairman of the Board,  President,  any
officer of the Trust  Department and such other officers of the trust  affiliate
of the Bank as are specifically designated and authorized by the Chief Executive
Officer, the President, or the officer in charge of the Trust Department, or any
other person or corporation as is specifically authorized by the Chief Executive
Officer,  the  President or the officer in charge of the Trust  Department,  are
hereby  authorized  on behalf of this Bank,  to sign any and all  pleadings  and
papers in probate and other court  proceedings,  to execute  any  indemnity  and
fidelity bonds,  trust agreements,  proxies or other papers or documents of like
or different character necessary,  desirable or incidental to the appointment of
the Bank in any  fiduciary  capacity  and the  conduct  of its  business  in any
fiduciary  capacity;  also to  foreclose  any  mortgage,  to execute and deliver
receipts  for  payments  of  principal,  interest,  dividends,  rents,  fees and
payments of every kind and  description  paid to the Bank;  to sign receipts for
property  acquired  or  entrusted  to the  Bank;  also  to  sign  stock  or bond
certificates  on behalf of this Bank in any fiduciary  capacity and on behalf of
this Bank as transfer  agent or  registrar;  to  guarantee  the  genuineness  of
signatures  on  assignments  of  stocks,  bonds  or  other  securities,  and  to
authenticate bonds, debentures,  land or lease trust certificates or other forms
of  security  issued  pursuant  to any  indenture  under  which this Bank now or
hereafter is acting as Trustee.  Any such person,  as well as such other persons
as are specifically  authorized by the Chief Executive Officer or the officer in
charge of the Trust  Department,  may sign  checks,  drafts  and  orders for the
payment of money executed by the Trust Department in the course of its business.

SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any officer
of the Trust Department, any officer of the trust affiliate of the Bank and such
other  persons as may be  specifically  authorized  by  Resolution  of the Trust
Management  Committee or the Board of  Directors,  may vote shares of stock of a
corporation  of record on the books of the  issuing  company  in the name of the
Bank or in the name of the  Bank as  fiduciary,  or may  grant  proxies  for the


<PAGE>

voting of such stock of the  granting  if same is  permitted  by the  instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such  fiduciary  account.  In the case of shares of stock which are held by a
nominee of the Bank,  such shares may be voted by such  person(s)  authorized by
such nominee.


<PAGE>
                                    ARTICLE V
                                    ---------
                          STOCKS AND STOCK CERTIFICATES
                          -----------------------------

SECTION  5.01.  STOCK  CERTIFICATES.  The  shares of stock of the Bank  shall be
evidenced by certificates  which shall bear the signature of the Chairman of the
Board,  the  President,  or a Vice President  (which  signature may be engraved,
printed or impressed),  and shall be signed  manually by the  Secretary,  or any
other officer appointed by the Chief Executive Officer for that purpose.

         In case any such  officer who has signed or whose  facsimile  signature
has been placed upon such  certificate  shall have ceased to be such before such
certificate  is issued,  it may be issued by the Bank with the same effect as if
such  officer  had not  ceased  to be such at the time of its  issue.  Each such
certificate  shall bear the corporate seal of the Bank, shall recite on its fact
that the stock  represented  thereby is transferable  only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed  appropriate  by the Board.  The corporate  seal may be facsimile
engraved or printed.

SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable  only  upon the  stock  transfer  books of the Bank and  except  as
hereinafter  provided,  no  transfer  shall be made or new  certificates  issued
except upon the surrender for  cancellation  of the  certificate or certificates
previously  issued therefor.  In the case of the loss,  theft, or destruction of
any  certificate,  a new certificate may be issued in place of such  certificate
upon the  furnishing of any affidavit  setting forth the  circumstances  of such
loss,  theft, or destruction  and indemnity  satisfactory to the Chairman of the
Board, the President, or a Vice President.  The Board of Directors, or the Chief
Executive  Officer,  may  authorize the issuance of a new  certificate  therefor
without  the  furnishing  of  indemnity.  Stock  Transfer  Books,  in which  all
transfers of stock shall be recorded, shall be provided.

         The stock  transfer  books may be closed  for a  reasonable  period and
under such  conditions as the Board of Directors  may at any time  determine for
any  meeting of  shareholders,  the  payment of  dividends  or any other  lawful


<PAGE>

purpose.  In  lieu  of  closing  the  transfer  books,  the  Board  may,  in its
discretion, fix a record date and hour constituting a reasonable period prior to
the day designated for the holding of any meeting of the shareholders or the day
appointed  for the payment of any dividend or for any other  purpose at the time
as of which  shareholders  entitled to notice of and to vote at any such meeting
or to receive  such  dividend  or to be treated as  shareholders  for such other
purpose shall be determined,  and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such dividends
or to be treated as shareholders for such other purpose.


<PAGE>

                                   ARTICLE VI
                                   ----------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

SECTION  6.01.  SEAL.  The  impression  made below is an  impression of the seal
adopted by the Board of Directors of BANK ONE, COLUMBUS,  NATIONAL  ASSOCIATION.
The Seal may be affixed by any officer of the Bank to any  document  executed by
an  authorized  officer on behalf of the Bank,  and any  officer may certify any
act, proceedings, record, instrument or authority of the Bank.

SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive Committee,
the Bank and each of its  Branches  shall be open for  business on such days and
during such hours as the Chief Executive Officer of the Bank shall, from time to
time, prescribe.

SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association,  the  returns  of the  judges of  elections,  the  By-Laws  and any
amendments  thereto,  the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting  shall be signed by the  presiding  Officer and attested by
the secretary of the meetings.

SECTION  6.04.  AMENDMENT OF BY-LAWS.  These By-Laws may be amended by vote of a
majority of the Directors.


<PAGE>


EXHIBIT 6

Securities and Exchange Commission
Washington, D.C. 20549


                                     CONSENT
                                     -------

The  undersigned,   designated  to  act  as  Trustee  under  the  Indenture  for
AmeriCredit  Corp.  described  in the  attached  Statement  of  Eligibility  and
Qualification,  does hereby  consent  that reports of  examinations  by Federal,
State, Territorial, or District Authorities may be furnished by such authorities
to the Commission upon the request of the Commission.

This Consent is given  pursuant to the provision of Section  321(b) of the Trust
Indenture Act of 1939, as amended.


                                            Bank One, N.A., (f.k.a. Bank One,
                                            Columbus, NA)

Dated:  July 9, 1997                        By:  /S/  JON BEACHAM
                                               ---------------------------------
                                               Jon Beacham
                                               Authorized Signer