SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                   ________

                                   FORM 8-K

                                CURRENT REPORT



                    Pursuant to Section 13 OR 15(d) of the
                       Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported)            May 10, 2001
----------------------------------------------------------------------------


                             UNISYS CORPORATION
---------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)



   Delaware                  1-8729                    38-0387840
---------------------------------------------------------------------------
(State or Other      (Commission File Number)        (IRS Employer
Jurisdiction of                                    Identification No.)
Incorporation)



                   Township Line and Union Meeting Roads,
                      Blue Bell, Pennsylvania  19424
---------------------------------------------------------------------------
           (Address of Principal Executive Offices)  (Zip Code)



                             (215) 986-4011
---------------------------------------------------------------------------
          (Registrant's telephone number, including area code)













<PAGE>

Item 5.    Other Events.

           Pursuant to the terms and conditions of the Terms Agreement
between Unisys Corporation (the "Company") and Bear, Stearns & Co. Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities 
LLC, BNY Capital Markets, Inc., Deutsch Banc Alex. Brown Inc and First Union 
Securities, Inc. dated May 10, 2001, the Company issued on May 15, 2001, its 
8 1/8% Senior Notes due 2006 in an aggregate principal amount of $350,000,000.



Item 7.    Exhibits.

           See Exhibit Index.







<PAGE>

                                SIGNATURE
                                ---------


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                UNISYS CORPORATION


Date: May 15, 2001              By:  /s/ Janet Brutschea Haugen
                                     ____________________________
                                     Janet Brutschea Haugen
                                     Senior Vice President and 
                                     Chief Financial Officer






<PAGE>

                              EXHIBIT INDEX
                              -------------


Exhibit
No.

1     Terms Agreement, dated May 10, 2001, between Unisys Corporation
      and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith 
      Incorporated, Banc of America Securities LLC, BNY Capital Markets, Inc., 
      Deutsche Banc Alex. Brown Inc. and First Union Securities, Inc.

4.1   Form of Indenture, dated as of May 1, 2001 between Unisys Corporation 
      and HSBC Bank USA 

4.2   Form of 8 1/8 % Senior Note due 2006 








                               UNISYS CORPORATION
                                   ("Company")
                                 Debt Securities
                                 TERMS AGREEMENT


May 10, 2001

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania  19424
Attention:  Vice President and Treasurer


Dear Sirs:

On behalf of the several Underwriters named in Schedule A hereto 
and for their respective accounts, we offer to purchase, on and subject to 
the terms and conditions of the Underwriting Agreement Basic Provisions filed 
as an exhibit to the Company's registration statement on Form S-3 (No. 
333-51885), Post-Effective Amendment No. 1 to Registration Statement on Form 
S-3 (No. 333-20373) and Post-Effective Amendment No. 1 to Registration 
Statement on Form S-3 (No. 333-25715) ("Underwriting Agreement"), the 
following securities ("Securities") to be issued under an indenture, dated 
May 1, 2001, between the Company and HSBC Bank USA, as Trustee, on the 
following terms:

Title:  8 1/8% Senior Notes Due 2006

Principal Amount:  $350,000,000

Interest:  8 1/8% per annum, payable semiannually on June 1 and 
December 1, commencing December 1, 2001, to holders of record on the 
preceding May 15 or November 15, as the case may be

Maturity:  June 1, 2006

Optional Redemption: None

Sinking Fund:  None

Delayed Delivery contracts: None.

Purchase Price:  97.480% of principal amount, plus accrued
 interest, if 
any, from May 15, 2001.  

Expected Reoffering Price:  98.980% of principal amount, subject to 
change by the undersigned.

Closing Date:  10 a.m. on May 15, 2001, at the offices of Simpson 
Thacher & Bartlett, 425 Lexington Avenue, New York, New York  10017

Settlement:  Federal (same-day) funds.

Names and Addresses of Representatives:

Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York  10167 

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, New York  10080

The respective principal amounts of the Securities to be 
purchased by each of the Underwriters are set forth opposite their names in 
Schedule A hereto.

It is understood that we may, with your consent, amend this offer 
to add additional Underwriters and reduce the aggregate principal amount to 
be purchased by the Underwriters listed in Schedule A hereto by the aggregate 
principal amount to be purchased by such additional Underwriters.

The provisions of the Underwriting Agreement are incorporated 
herein by reference.

The Securities will be made available for checking and packaging 
at the office of Simpson Thacher & Bartlett at least 24 hours prior to the 
Closing Date.

Please signify your acceptance of our offer by signing the 
enclosed response in the space provided and returning it to us.

Very truly yours,

BEAR, STEARNS & CO. INC.
MERRILL LYNCH, PIERCE, FENNER 
     & SMITH INCORPORATED

On behalf of themselves and as 
Representatives of the Several 
Underwriters

By:  BEAR, STEARNS & CO. INC.


By: /s/ Timothy A. O'Neil
    ----------------------
Name:  Timothy A. O'Neil
Title: Senior Managing Director



By:  MERRILL LYNCH, PIERCE, FENNER 
     	& SMITH INCORPORATED


By: /s/ Marcey Becker
    -------------------------
Name:   Marcey Becker
Title:  Director


                           SCHEDULE A
UNDERWRITER                                               PRINCIPAL
                                                            AMOUNT

Bear, Stearns & Co. Inc.                                $185,500,000
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated                                  59,500,000
Banc of America Securities LLC                            26,250,000
BNY Capital Markets, Inc.                                 26,250,000
Deutsche Banc Alex. Brown                                 26,250,000
First Union Securities, Inc.                              26,250,000
                                                        ------------
     Total                                              $350,000,000
                                                        ============

To:           Bear, Stearns & Co. Inc.
              Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                 as Representatives of the Several Underwriters,
              c/o Bear, Stearns & Co. Inc. 
		

We accept the offer contained in your letter, dated May 10, 2001, 
relating to $350,000,000 principal amount of our 8 1/8% Senior Notes Due 
2006.  We also confirm that, to the best of our knowledge after reasonable 
investigation, the representations and warranties of the undersigned in the 
Underwriting Agreement filed as an exhibit to the undersigned's registration 
statement on Form S-3 (No. 333-51885), Post-Effective Amendment No. 1 to 
Registration Statement on Form S-3 (No. 333-20373) and Post-Effective 
Amendment No. 1 to Registration Statement on Form S-3 (No. 333-25715) 
("Underwriting Agreement") are true and correct, no stop order suspending the 
effectiveness of the Registration Statement (as defined in the Underwriting 
Agreement) or of any part thereof has been issued and no proceedings for that 
purpose have been instituted or, to the knowledge of the undersigned, are 
contemplated by the Securities and Exchange Commission and, subsequent to the 
respective dates of the most recent financial statements in the Prospectus 
(as defined in the Underwriting Agreement), there has been (or in the case of 
a form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, 
as of the date of such prospectus) no material adverse change in the 
financial position or results of operations of the undersigned and its 
subsidiaries except as set forth in or contemplated by the Prospectus.
Very truly yours,


UNISYS CORPORATION


By:  /s/ Scott A. Battersby
     ----------------------
     Name:  Scott A. Battersby
     Title: Vice President and Treasurer








                               UNISYS CORPORATION

                                       AND

                           HSBC BANK USA, as Trustee


                                   Indenture


                            Dated as of May 1, 2001




<PAGE>
Cross-Reference Table*

Trust Indenture                                       Indenture Section 
Act Section


310 (a)(1)                                                    6.9
    (a)(2)                                                    6.9
    (a)(3)                                                    N.A.
    (a)(4)                                                    N.A.
    (a)(5)                                                    6.9
    (b)                                                       6.8
    (c)                                                       N.A.
311 (a)                                                       6.13
    (b)                                                       6.13
    (c)                                                       N.A.
312 (a)                                                       4.1, 4.2(a)
    (b)                                                       4.2(b)
    (c)                                                       4.2(c)
313 (a)                                                       4.4(a)
    (b)(1)                                                    4.4(a)
    (b)(2)                                                    4.4(a)
    (c)                                                       4.4(a)
    (d)                                                       4.4(b)
314 (a)(1)                                                    4.3
    (a)(2)                                                    4.3
    (a)(3)                                                    4.3
    (a)(4)                                                    4.5
    (b)                                                       N.A.
    (c)(1)                                                    11.5
    (c)(2)                                                    11.5
    (c)(3)                                                    N.A.
    (d)                                                       N.A.
    (e)                                                       11.5
    (f)                                                       N.A.
315 (a)                                                       6.1
    (b)                                                       5.11
    (c)                                                       6.1
    (d)                                                       6.1
    (e)                                                       5.12
316 (a) (last sentence)                                       7.4
    (a)(1)(A)                                                 5.9
    (a)(1)(B)                                                 5.10
    (a)(2)                                                    N.A.
    (b)                                                       5.7
    (c)                                                       5.10
317 (a)(1)                                                    5.2
    (a)(2)                                                    5.2
    (b)                                                       3.4
318 (a)                                                       11.7

--------
*  This Cross-Reference Table is not part of the Indenture

	
ARTICLE 1      DEFINITIONS                                                   1
SECTION 1.1.   Certain Terms Defined                                         1
ARTICLE 2      SECURITIES                                                    8
SECTION 2.1.   Forms Generally                                               8
SECTION 2.2.   Form of Trustee's Certificate of Authentication               8
SECTION 2.3.   Amount Unlimited; Issuable in Series                          9
SECTION 2.4.   Authentication and Delivery of Securities                    11
SECTION 2.5.   Execution of Securities                                      13
SECTION 2.6.   Certificate of Authentication                                14
SECTION 2.7.   Denomination and Date of Securities;
               Payments of Interest                                         14
SECTION 2.8.   Registration, Transfer and Exchange                          15
SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost and 
               Stolen Securities                                            18
SECTION 2.10.  Cancellation of Securities; Destruction Thereof              19
SECTION 2.11.  Temporary Securities                                         19
ARTICLE 3      COVENANTS OF THE ISSUER                                      20
SECTION 3.1.   Payment of Principal and Interest
                            20
SECTION 3.2.   Offices for Payments, etc                                    21
SECTION 3.3.   Appointment to Fill a Vacancy in Office of Trustee           22
SECTION 3.4.   Paying Agents                                                22
SECTION 3.5.   Written Statement to Trustee                                 23
SECTION 3.6.   Limitation on Mortgages and Liens                            23
SECTION 3.7.   Limitation on Sale and Leaseback Transactions                26
ARTICLE 4      SECURITYHOLDERS' LISTS AND REPORTS 
               BY THE ISSUER AND THE TRUSTEE                                27
SECTION 4.1.   Issuer to Furnish Trustee Information as to Names 
               and Addresses of Securityholders                             27
SECTION 4.2.   Preservation and Disclosure of Securityholders' Lists        28
SECTION 4.3.   Reports by the Issuer                                        29
SECTION 4.4.   Reports by the Trustee                                       29
ARTICLE 5      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 
               ON EVENT OF DEFAULT                                          29
SECTION 5.1.   Event of Default Defined; Acceleration of Maturity; 
               Waiver of Default                                            30
SECTION 5.2.   Collection of Indebtedness by Trustee; Trustee May 
               Prove Debt                                                   33
SECTION 5.3.   Application of Proceeds                                      35
SECTION 5.4.   Suits for Enforcement                                        37
SECTION 5.5.   Restoration of Rights on Abandonment of Proceedings          37
SECTION 5.6.   Limitations on Suits by Securityholders                      37
SECTION 5.7.   Unconditional Right of Securityholders to Institute 
               Certain Suits                                                38
SECTION 5.8.   Powers and Remedies Cumulative; Delay or Omission Not 
               Waiver of Default                                            38
SECTION 5.9.   Control by Holders of Securities                             39
SECTION 5.10.  Waiver of Past Defaults                                      39
SECTION 5.11.  Trustee to Give Notice of Default                            40
SECTION 5.12.  Right of Court to Require Filing of Undertaking 
               to Pay Costs                                                41
ARTICLE 6      CONCERNING THE TRUSTEE                                       41
SECTION 6.1.   Duties and Responsibilities of the Trustee; During 
               Default; Prior to Default                                    41
SECTION 6.2.   Certain Rights of the Trustee                                43
SECTION 6.3.   Trustee Not Responsible for Recitals, Disposition of 
               Securities or Application of Proceeds Thereof                45
SECTION 6.4.   Trustee and Agents May Hold Securities; Collections, etc     45
SECTION 6.5.   Moneys Held by Trustee                                       45
SECTION 6.6.   Compensation and Indemnification of Trustee and 
               Its Prior Claim                                              45
SECTION 6.7.   Right of Trustee to Rely on Officers' Certificate, etc       46
SECTION 6.8.   Qualification of Trustee                                     46
SECTION 6.9.   Persons Eligible for Appointment as Trustee                  47
SECTION 6.10.  Resignation and Removal; Appointment of 
               Successor Trustee                                            47
SECTION 6.11.  Acceptance of Appointment by Successor Trustee               49
SECTION 6.12.  Merger, Conversion, Consolidation or Succession
               to Business of Trustee                                       50
SECTION 6.13.  Preferential Collection of Claims Against the Issuer         51
ARTICLE 7      CONCERNING THE SECURITYHOLDERS                               51
SECTION 7.1.   Evidence of Action Taken by Securityholders                  51
SECTION 7.2.   Proof of Execution of Instruments and of Holding of 
               Securities                                                   52
SECTION 7.3.   Holders to be Treated as Owners                              52
SECTION 7.4.   Securities Owned by Issuer Deemed Not Outstanding            52
SECTION 7.5.   Right of Revocation of Action Taken                          53
ARTICLE 8      SUPPLEMENTAL INDENTURES                                      54
SECTION 8.1.   Supplemental Indentures Without Consent of 
               Securityholders                                              54
SECTION 8.2.   Supplemental Indentures With Consent of 
               Securityholders                                              55
SECTION 8.3.   Effect of Supplemental Indenture                             57
SECTION 8.4.   Documents to Be Given to Trustee                             57
SECTION 8.5.   Notation on Securities in Respect of Supplemental 
               Indentures                                                   57
ARTICLE 9      CONSOLIDATION, MERGER, SALE OR CONVEYANCE                    58
SECTION 9.1.   Issuer May Consolidate, etc., on Certain Terms               58
SECTION 9.2.   Successor Issuer Substituted                                 58
SECTION 9.3.   Opinion of Counsel to Trustee                                59
ARTICLE 10     SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS    60
SECTION 10.1.  Satisfaction and Discharge of Indenture                      60
SECTION 10.2.  Application of Trust Money                                   61
SECTION 10.3.  Defeasance Upon Deposit of Funds or Government 
               Obligations                                                  61
SECTION 10.4.  Repayment of Moneys Held by Paying Agent                     63
SECTION 10.5.  Return of Moneys Held by Trustee and Paying Agent 
               Unclaimed for Three Years                                    63
SECTION 10.6.  Reinstatement                                                63
ARTICLE 11     MISCELLANEOUS PROVISIONS                                     64
SECTION 11.1.  Incorporators, Stockholders, Officers and Directors 
               of Issuer Exempt from Individual Liability                   64
SECTION 11.2.  Provisions of Indenture for the Sole Benefit of 
               Parties and Holders of Securities                            64
SECTION 11.3.  Successors and Assigns of Issuer Bound by Indenture          64
SECTION 11.4.  Notices and Demands on Issuer, Trustee and 
               Holders of Securities                                        65
SECTION 11.5.  Officers' Certificates and Opinions of Counsel; 
               Statements to Be Contained Therein                           65
SECTION 11.6.  Payments Due on Saturdays, Sundays and Holidays              66
SECTION 11.7.  Conflict of Any Provision of Indenture with Trust 
               Indenture Act of 1939                                        67
SECTION 11.8.  New York Law to Govern                                       67
SECTION 11.9.  Counterparts                                                 67
SECTION 11.10. Effect of Headings                                           67
SECTION 11.11. Securities in a Foreign Currency or in ECU                   67
SECTION 11.12. Judgment Currency                                            70
ARTICLE 12     REDEMPTION OF SECURITIES AND SINKING FUNDS                   70
SECTION 12.1.  Applicability of Article                                     70
SECTION 12.2.  Notice of Full and Partial Redemption; Partial 
               Redemptions                                                  70
SECTION 12.3.  Payment of Securities Called for Redemption                  72
SECTION 12.4.  Exclusion of Certain Securities from Eligibility for 
               Selection for Redemption                                     73
SECTION 12.5.  Mandatory and Optional Sinking Funds                         73


<PAGE> 1


          THIS INDENTURE, dated as of May 1, 2001 between UNISYS 
CORPORATION, a Delaware corporation (the "Issuer"), and HSBC BANK USA, a New 
York banking corporation and trust company, not in its individual capacity, 
but solely as Trustee (the "Trustee").

                             W I T N E S S E T H :

          WHEREAS, the Issuer has duly authorized the issue from time to 
time of its unsecured and unsubordinated debentures, notes or other evidences 
of indebtedness to be issued in one or more series (the "Securities") up to 
such principal amount or amounts as may from time to time be authorized in 
accordance with the terms of this Indenture and, to provide, among other 
things, for the authentication, delivery and administration thereof, the 
Issuer has duly authorized the execution and delivery of this Indenture; and

          WHEREAS, all things necessary to make this Indenture a valid 
indenture and agreement according to its terms have been done.

          NOW, THEREFORE:

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


                                   ARTICLE 1 
                                  DEFINITIONS

          SECTION 1.1.   CERTAIN TERMS DEFINED.   The following terms (except 
as otherwise expressly provided or unless the context otherwise clearly 
requires) for all purposes of this Indenture and of any indenture supplemental 
hereto shall have the respective meanings specified in this Section.  All other 
terms used in this Indenture that are defined in the Trust Indenture Act of 1939
or the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless 
the context otherwise clearly requires), shall have the meanings assigned to 
such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture.  All accounting terms used herein and not 


<PAGE> 2

expressly defined shall have the meanings assigned to such terms in 
accordance with generally accepted accounting principles, and the term 
"generally accepted accounting principles" means such accounting principles 
as are generally accepted at the time of any computation.  The words 
"herein", "hereof" and "hereunder" and other words of similar import refer to 
this Indenture as a whole and not to any particular Article, Section or other 
subdivision.  The terms defined in this Article have the meanings assigned to 
them in this Article and include the plural as well as the singular.

          "Affiliated Corporation" means any corporation which is 
controlled by the Issuer but which is not a Subsidiary of the Issuer pursuant 
to the definition of the term "Subsidiary."

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

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

          "Business Day" means, with respect to any Security, a day that is 
not a day on which banking institutions are authorized or required by law or 
regulation to be closed (a) in the City of New York or (b) if the currency in 
which the Security is denominated is other than Dollars, the financial center 
of the country issuing the currency in which the Security is denominated 
(which, in the case of ECU, shall be Brussels, Belgium).

          "Code" means the Internal Revenue Code of 1986, as amended from 
time to time.

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

          "Consolidated Stockholders' Equity" means, with respect to any 
Person as of any date, all amounts that would be included under stockholders' 
equity on a consolidated balance sheet of such Person determined in 
accordance with generally accepted accounting principles, excluding the 
separate component of stockholders' equity attributable to foreign currency 
translation adjustments pursuant to Statement of Financial Accounting 
Standards No. 52 - "Foreign Currency Translation" or any successor provision 
or principle of generally accepted accounting principles.
 

<PAGE> 3

          "Corporate Trust Office" means the office of the Trustee at which 
the corporate trust business of the Trustee shall, at any particular time, be 
principally administered, which office of HSBC Bank USA at the date of the 
execution of this Indenture is located at 452 Fifth Avenue, New York, New 
York 10018-2706, Attention: Issuer Services.

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

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

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

          "European Communities" shall have the meaning set forth in 
Section 11.11(b)

          "Event of Default" shall have the meaning set forth in 
Section 5.1.

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

          "Funded Debt" means any indebtedness for money borrowed, created, 
issued, incurred, assumed or guaranteed which would, in accordance with 
generally accepted accounting practice, be classified as long-term debt, but 
in any event including all indebtedness for money borrowed, whether secured 
or unsecured, maturing more than one year, or extendible at the option of the 
obligor to a date more than one year, after the date of determination thereof 
(excluding any amount thereof included in current liabilities).


<PAGE> 4

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

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

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

          "Interest" means, when used with respect to non-interest bearing 
Securities, interest payable after maturity.

          "Issuer" means (except as otherwise provided in Article Six) 
Unisys Corporation and, subject to Article Nine, its successors and assigns.

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

          "Officers' Certificate" means a certificate signed by two 
officers of the Issuer, one of whom must be the chief financial officer of 
the Issuer, and delivered to the Trustee.  Each such certificate shall 
include the statements provided for in Section 11.5.

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


<PAGE> 5

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

          "Original Issue Discount Security" means any Security that 
provides for an amount less than the principal amount thereof to be due and 
payable upon a declaration of acceleration of the maturity thereof pursuant 
to Section 5.1.

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

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

            (b)  Securities, or portions thereof, for the payment or 
redemption of which moneys or government obligations (as provided for 
in Section 10.3) in the necessary amount shall have been deposited in 
trust with the Trustee or with any paying agent (other than the Issuer) 
or shall have been set aside, segregated and held in trust by the 
Issuer for the holders of such Securities (if the Issuer shall act as 
its own paying agent), provided that if such Securities, or portions 
thereof, are to be redeemed prior to the maturity thereof, notice of 
such redemption shall have been given as herein provided, or provision 
satisfactory to the Trustee shall have been made for giving such 
notice; and
	
            (c)  Securities in substitution for which other Securities shall 
have been authenticated and delivered, or which shall have been paid, 
pursuant to the terms of Section 2.9 (except with respect to any such 
Security as to which proof satisfactory to the Trustee and the Issuer 
is presented that such Security is held by a person in whose hands such 
Security is a legal, valid and binding obligation of the Issuer).

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


<PAGE> 6

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

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

          "Principal Manufacturing Property" means any manufacturing 
property located within the United States (other than its territories or 
possessions) and which is owned by the Issuer or any Subsidiary, other than 
any such manufacturing property which, in the opinion of the Board of 
Directors, is not of material importance to the business conducted by the 
Issuer and its Subsidiaries, taken as a whole.

          "Responsible Officer" when used with respect to the Trustee means 
any officer within the Corporate Trust Department (or any successor group of 
the Trustee) with direct responsibility for the administration of this 
Indenture and also, with respect to a particular matter, any other officer to 
whom such matter is referred because of such officer's knowledge and 
familiarity with the particular subject.

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

          "Subsidiary" means any corporation of which at least a majority 
of the outstanding stock having by the terms thereof ordinary voting power to 
elect a majority of the 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, is at the time, directly or indirectly, owned or 
controlled by the Issuer or by one or more Subsidiaries thereof, or by the 
Issuer and one or more Subsidiaries, provided, however, that such term shall 
not include any corporation controlled by the Issuer (herein referred to as 
an "Affiliated Corporation") which:


<PAGE> 7

          (i)    does not transact any substantial portion of its business or 
regularly maintain any substantial portion of its operating assets within the 
continental limits of the United States;

          (ii)   is principally engaged in the business of financing 
(including, without limitation, the purchase, holding, sale or discounting of 
or lending upon any notes, contracts, leases or other forms of obligations) 
the sale or lease of merchandise, equipment or services (a) by the Issuer, (b) 
by a Subsidiary (whether such sales or leases have been made before or after 
the date when such corporation became a Subsidiary), (c) by another Affiliated 
Corporation or (d) by any corporation prior to the time when substantially all 
its assets have heretofore been or shall hereafter have been acquired by the 
Issuer;

          (iii)  is principally engaged in the business of owning, leasing, 
dealing in or developing real property; or

          (iv)   is principally engaged in the holding of stock in, and/or 
the financing of operations of, an Affiliated Corporation.

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

          "Trust Indenture Act of 1939" means the Trust Indenture Act of 
1939, as amended, as in force at the date as of which this Indenture was 
originally executed; provided, however, that if the Trust Indenture Act of 
1939 is amended, then Trust Indenture Act of 1939 shall mean the Trust 
Indenture Act of 1939 as so amended.

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

          "Wholly Owned Subsidiary" means a Subsidiary of which all of the 
outstanding voting stock (other than directors' qualifying shares) is at the 
time, directly or indirectly, owned by the Issuer and/or by one or more 
Wholly Owned Subsidiaries.


<PAGE> 8

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


                                   ARTICLE 2

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

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

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


<PAGE>  9

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

                                                             HSBC Bank USA
                                                             as Trustee



                                                      By: _____________________ 
                                                          Authorized Officer


          SECTION 2.3.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.  The 
aggregate principal amount of Securities that may be authenticated and 
delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series.  There shall 
be established in or pursuant to one or more Board Resolutions of the Board 
of Directors and set forth in a Board Resolution, or to the extent 
established pursuant to (rather than set forth in) such Board Resolution in 
an Officers' Certificate detailing such establishment, and/or established in 
one or more indentures supplemental hereto, prior to the initial issuance of 
Securities of any series,

            (1)  the designation of the Securities of the series (which may 
be part of a series of Securities previously issued);

            (2)  any limit upon the aggregate principal amount of the 
Securities of the series that may be authenticated and delivered under 
this Indenture (except for Securities authenticated and delivered upon 
registration and transfer of, or in exchange for, or in lieu of, other 
Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 12.3);

            (3)  any date on which the principal of, and premium, if any, on 
the Securities of the series is payable;

            (4)  the rate or rates at which the Securities of the series 
shall bear interest, if any, the date or dates from which such interest 
shall accrue, on which such interest shall be payable and on which a 
record shall be taken for the determination of Holders to whom interest 
is payable and/or the method by which such rate or rates or date or 
dates shall be determined and the basis on which interest shall be 
calculated if other than a 360-day year consisting of twelve 30-day 
months;


<PAGE> 10

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

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

            (7)  the obligation, if any, of the Issuer to redeem, purchase or 
repay Securities of the series pursuant to any mandatory redemption, 
sinking fund or analogous provisions or at the option of a Holder 
thereof and the price or prices at which and the period or periods 
within which and any terms and conditions upon which Securities of the 
series shall be redeemed, purchased or repaid, in whole or in part, 
pursuant to such obligation;

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

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

            (10)  the currency or currencies or currency unit or currency 
units in which the Securities of that series are denominated (including 
but not limited to Dollars, any Foreign Currency or ECU) and the 
aggregate principal amount of the series which may be authenticated and 
delivered under this Indenture (except for Securities authenticated and 
delivered upon registration and transfer of, or in exchange for, or in 
lieu of, other Securities of such series pursuant to this Indenture);

            (11)  if other than the currency or currencies or currency unit 
or currency units in which the Securities of that series are 
denominated, the currency or currencies or currency unit or currency 
units in which payment of the principal of, premium, if any, or 
interest on the Securities of such series shall or may be payable;


<PAGE> 11

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

            (13)  if the amount of payments of principal of, premium, if any, 
and interest on the Securities of the series may be determined with 
reference to an index based on a currency or currencies or currency 
unit or currency units other than that in which the Securities of the 
series are denominated, the manner in which such amount shall be 
determined;

            (14)  whether the Securities of the series are to be convertible 
or exchangeable for other securities of the Issuer or any other Person 
and the terms and conditions thereof;

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

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

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

          SECTION 2.4.     AUTHENTICATION AND DELIVERY OF SECURITIES.  
The Issuer may deliver Securities of any series executed by the Issuer to the 
Trustee for authentication together with the applicable documents referred to 
below in this Section, and the Trustee shall thereupon authenticate and 
deliver such Securities to or upon the order of the Issuer (contained in the 
Issuer Order referred to below in this Section), or pursuant to such 
procedures acceptable to the Trustee and to such recipients as may be 
specified from time to time by an Issuer Order.  The maturity date, Original 
Issue Date, interest rate and any other terms of the Securities of such 
series shall be determined by or pursuant to such Issuer Order and 
procedures.  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 6.1) shall be 
fully protected in conclusively relying upon:


<PAGE> 12

            (1)  an Issuer Order requesting such authentication and setting 
forth delivery instructions if the Securities are not to be delivered 
to the Issuer;

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

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

            (4)  an Opinion of Counsel to the effect that:

                  (a)  the form or forms and terms of such Securities have 
been established pursuant to Sections 2.1 and 2.3 and comply with 
this Indenture, and

                  (b)  such Securities when authenticated and delivered by 
the Trustee and issued by the Issuer in the manner and subject to 
any conditions specified in such Opinion of Counsel, will 
constitute valid and legally binding obligations of the Issuer, 
enforceable in accordance with their terms, subject to 
bankruptcy, insolvency, fraudulent conveyance, reorganization, 
moratorium and other similar laws relating to or affecting 
creditors' rights generally, general equitable principles 
(whether considered in a proceeding in equity or at law) and an 
implied covenant of good faith and fair dealing.

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


<PAGE> 13

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

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

          SECTION 2.5.     EXECUTION OF SECURITIES.  The Securities shall be 
signed on behalf of the Issuer by the chairman of its Board of Directors, any 
vice chairman of its Board of Directors, its chief executive officer, its 
president, any vice president or its treasurer.  Such signature may be the 
manual or facsimile signature of the present or any future such officers.  The 
seal of the Issuer may be (but need not be) impressed, affixed, imprinted or 
otherwise reproduced on the Securities and may be a facsimile thereof.  
Typographical and other minor errors or defects in any such reproduction of the 
seal or any such signature shall not affect the validity or enforceability of 
any Security that has been duly authenticated and delivered by the Trustee.

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


<PAGE> 14

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

          SECTION 2.7.     DENOMINATION AND DATE OF SECURITIES; PAYMENTS 
OF INTEREST.  The Securities of each series shall be issuable 
as registered securities without coupons and in denominations established as 
contemplated by Section 2.3 or, if not so established, in denominations of 
$1,000 and any multiple thereof.  The Securities of each series shall be 
numbered, lettered or otherwise distinguished in such manner or in accordance 
with such plan as the officers of the Issuer executing the same may determine 
with the approval of the Trustee as evidenced by the execution and 
authentication thereof.

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

          The person in whose name any Security of any series is registered 
at the close of business on any record date applicable to a particular series 
with respect to any interest payment date for such series shall be entitled 
to receive the interest, if any, payable on such interest payment date 
notwithstanding any registration of transfer or exchange of such Security 
subsequent to the record date and prior to such interest payment date, except 
if and to the extent the Issuer shall default in the payment of the interest 
due on such interest payment date for such series, in which case such 
defaulted interest shall be paid to the persons in whose names Outstanding 
Securities for such series are registered at the close of business on a 
subsequent record date (which shall be not less than five Business Days prior 
to the date of payment of such defaulted interest) established by notice 
given by mail by or on behalf of the Issuer to the holders of Securities not 
less than 15 days preceding such subsequent record date.  The term "record 
date" as used with respect to any interest payment date (except a date for 
payment of defaulted interest) for the Securities of any series shall mean 
the date specified as such in the terms of the Securities of such series 
established as contemplated by Section 2.3.


<PAGE> 15

          SECTION 2.8.     REGISTRATION, TRANSFER AND EXCHANGE.  The 
Issuer will keep or cause to be kept at each office or agency to be 
maintained for the purpose as provided in Section 3.2 for each series of 
Securities a register or registers in which, subject to such reasonable 
regulations as it may prescribe, it will provide for the registration of 
Securities of such series and the registration of transfer of Securities of 
such series.  Such register shall be in written form in the English language 
or in any other form capable of being converted into such form within a 
reasonable time.  At all reasonable times during normal business hours such 
register or registers shall be open for inspection by the Trustee.

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

          At the option of the Holder thereof, Securities of any series 
(except a Global Security) may be exchanged for a Security or Securities of 
such series, maturity date, interest rate and Original Issue Date of other 
authorized denominations and of a like aggregate principal amount, upon 
surrender of such Securities to be exchanged at the agency of the Issuer 
which shall be maintained for such purpose in accordance with Section 3.2 and 
upon payment, if the Issuer shall so require, of the charges hereinafter 
provided.  Whenever any Securities are so surrendered for exchange, the 
Issuer shall execute, and the Trustee shall authenticate and deliver, the 
Securities which the Holder making the exchange is entitled to receive.  All 
Securities surrendered upon any exchange or registration of transfer provided 
for in this Indenture shall be promptly canceled and destroyed by the Trustee 
in accordance with its normal procedures.


<PAGE> 16

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

          The Issuer may require payment of a sum sufficient to cover any 
tax or other governmental charge that may be imposed in connection with any 
exchange or registration of transfer of Securities.  No service charge shall 
be made for any such transaction.

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

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

          If at any time the Depositary for any Securities of a series 
represented by one or more Global Securities notifies the Issuer that it is 
unwilling or unable to continue as Depositary for such Securities or if at 
any time the Depositary for such Securities shall no longer be eligible under 
Section 2.4, the Issuer shall appoint a successor Depositary with respect to 
such Securities.  If a successor Depositary for such Securities is not 
appointed by the Issuer within 90 days after the Issuer receives such notice 
or becomes aware of such ineligibility, the Issuer's election pursuant to 
Section 2.3 that such Securities be represented by one or more Global 
Securities shall no longer be effective and the Issuer will execute, and the 
Trustee, upon receipt of an Issuer Order for the authentication and delivery 
of definitive Securities of such series, will authenticate and deliver, 
Securities of such series in definitive registered form without coupons, in 
any authorized denominations, in an aggregate principal amount equal to the 
principal amount of the Global Security or Securities representing such 
Securities in exchange for such Global Security or Securities.


<PAGE> 17

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

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

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

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

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


<PAGE> 18

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

          SECTION 2.9.     MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN 
SECURITIES.  In case any temporary or definitive Security shall become 
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion
may execute, and upon the written request of any officer of the Issuer, the 
Trustee shall authenticate and deliver, a new Security of the same series, 
maturity date, interest rate and Original Issue Date, bearing a number or other 
distinguishing symbol not contemporaneously outstanding, in exchange and 
substitution for the mutilated or defaced Security, or in lieu of and 
substitution for the Security so destroyed, lost or stolen.  In every case the 
applicant for a substitute Security shall furnish to the Issuer and to the 
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save each of them 
harmless and, in every case of destruction, loss or theft, evidence to their 
satisfaction of the destruction, loss or theft of such Security and of the 
ownership thereof.

          Upon the issuance of any substitute Security, the Issuer may require 
the payment of a sum sufficient to cover any tax or other governmental charge 
that may be imposed in relation thereto and any other expenses (including the 
fees and expenses of the Trustee) connected therewith.  In case any Security 
which has matured or is about to mature or has been called for redemption in 
full shall become mutilated or defaced or be destroyed, lost or stolen, the 
Issuer may instead of issuing a substitute Security, pay or authorize the 
payment of the same (without surrender thereof except in the case of a 
mutilated or defaced Security), if the applicant for such payment shall 
furnish to the Issuer and to the Trustee and any agent of the Issuer or the 
Trustee such security or indemnity as any of them may require to save each of 
them harmless, and, in every case of destruction, loss or theft, the 
applicant shall also furnish to the Issuer and the Trustee and any agent of 
the Issuer or the Trustee evidence to their satisfaction of the destruction, 
loss or theft of such Security and of the ownership thereof.


<PAGE> 19

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

          SECTION 2.10.    CANCELLATION OF SECURITIES; DESTRUCTION 
THEREOF.  All Securities surrendered for payment, redemption, 
registration of transfer or exchange, or for credit against any payment in 
respect of a sinking or analogous fund, if surrendered to the Issuer or any 
agent of the Issuer or the Trustee, shall be delivered to the Trustee for 
cancellation or, if surrendered to the Trustee, shall be canceled by it; and 
no Securities shall be issued in lieu thereof except as expressly permitted 
by any of the provisions of this Indenture.  The Trustee shall destroy 
canceled Securities held by it in accordance with its normal procedures.  If 
the Issuer shall acquire any of the Securities, such acquisition shall not 
operate as a redemption or satisfaction of the indebtedness represented by 
such Securities unless and until the same are delivered to the Trustee for 
cancellation.

          SECTION 2.11.    TEMPORARY SECURITIES.  Pending the preparation of 
definitive Securities for any series, the Issuer may execute and the Trustee 
shall authenticate and deliver temporary Securities for such series (printed, 
lithographed, typewritten or otherwise reproduced, in each case in form 
satisfactory to the Trustee).  Temporary Securities of any series shall be 
issuable as Securities, of any authorized denomination, and substantially in 
the form of the definitive Securities of such series but with such omissions, 
insertions and variations as may be appropriate for temporary Securities of 
such series, all as may be determined by the Issuer as evidenced by the 
execution and authentication thereof.  Temporary Securities may contain such 
reference to any provisions of this Indenture as may be appropriate.  Every 
temporary Security shall be executed by the Issuer and be authenticated by the 
Trustee upon the same conditions and in substantially the same manner, and 
with like effect, as the definitive Securities.  Without unreasonable delay 
the Issuer shall execute and shall furnish definitive Securities of such 
series and thereupon temporary Securities of such series may be surrendered 
in exchange therefor without charge at each office or agency to be maintained 
by the Issuer for that purpose pursuant to Section 3.2, and the Trustee shall 
authenticate and deliver in exchange for such temporary Securities of such 
series a like aggregate principal amount of definitive Securities of the same 
series of authorized denominations.  Until so exchanged, the temporary 
Securities of any series shall be entitled to the same benefits under this 
Indenture as definitive Securities of such series, unless otherwise 
established pursuant to Section 2.3.



<PAGE> 20


                                     ARTICLE 3 
                                COVENANTS OF THE ISSUER


          SECTION 3.1.     PAYMENT OF PRINCIPAL AND INTEREST.  The Issuer 
covenants and agrees for the benefit of each series of Securities that it will 
duly and punctually pay or cause to be paid the principal of, and interest on, 
each of the Securities of such series (together with any additional amounts 
payable pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in this 
Indenture.    The interest on Securities (together with any additional 
amounts payable pursuant to the terms of such Securities) shall be payable 
only to or upon the written order of the Holders thereof and at the option of 
the Issuer may be paid (i) by mailing checks to or upon the written order of 
such Holders at their last addresses as they appear on the registry books of 
the Issuer or (ii) by wire transfer to bank accounts maintained by such 
Holders.

          Notwithstanding any provisions of this Indenture and the 
Securities of any series to the contrary, if the Issuer and a Holder of any 
Security so agree or if expressly provided pursuant to Section 2.3, payments 
of interest on, and any portion of the principal of, such Holder's Security 
(other than interest payable at maturity or on any redemption or repayment 
date or the final payment of principal on such Security) shall be made by the 
Paying Agent, upon receipt from the Issuer of the immediately available funds 
by 10:00 a.m., New York City time (or such other time as may be agreed to 
between the Issuer and the Paying Agent), directly to the Holder of such 
Security (by Federal funds wire transfer or otherwise) if the Holder has 
delivered written instructions to the Trustee 15 days prior to such payment 
date requesting that such payment will be so made and designating the bank 
account to which such payments shall be so made and in the case of payments 
of principal surrenders the same to the Trustee in exchange for a Security or 
Securities aggregating the same principal amount as the unredeemed principal 
amount of the Securities surrendered.  The Trustee shall be entitled to rely 
on the last instruction delivered by the Holder pursuant to this Section 3.1 
unless a new instruction is delivered 15 days prior to a payment date.  The 
Issuer will indemnify and hold each of the Trustee and any Paying Agent 
harmless against any loss, liability or expense (including attorneys' fees) 
resulting from any act or omission to act on the part of the Issuer or any 
such Holder in connection with any such agreement or from making any payment 
in accordance with any such agreement.


<PAGE> 21

          SECTION 3.2.     OFFICES FOR PAYMENTS, ETC.  The Issuer will 
maintain or cause to be maintained in The City of New York, an agency where 
the Securities of each series may be presented for payment, an agency where 
the Securities of each series may be presented for exchange as is provided in 
this Indenture and, if applicable, pursuant to Section 2.3, an agency where 
the Securities of each series may be presented for registration of transfer as 
in this Indenture provided.

          The Issuer will maintain or cause to be maintained in The City of 
New York, an agency where notices and demands to or upon the Issuer in 
respect of the Securities of any series or this Indenture may be served.  The 
Issuer will give to the Trustee written notice of the location of each such 
agency and of any change of location thereof.

          In case the Issuer shall fail to maintain any such agency in The 
City of New York, or shall fail to give such notice of the location or of any 
change in the location thereof, presentations and demands may be made and 
notices may be served at the Corporate Trust Office of the Trustee.

          The Issuer may from time to time designate one or more agencies 
where the Securities of a series may be presented for payment, where the 
Securities of that series may be presented for exchange as provided in this 
Indenture and pursuant to Section 2.3 and where the Securities of that series 
may be presented for registration of transfer as in this Indenture provided, 
and the Issuer may from time to time rescind any such designation, as the 
Issuer may deem desirable or expedient; provided, however, that no such 
designation or rescission shall in any manner relieve the Issuer of its 
obligation to maintain the agencies provided for in the immediately preceding 
paragraphs.  The Issuer will give to the Trustee prompt written notice of any 
such designation or rescission thereof.


<PAGE> 22

          SECTION 3.3.      APPOINTMENT TO FILL A VACANCY IN OFFICE OF 
TRUSTEE.  The Issuer, whenever necessary to avoid or fill a 
vacancy in the office of Trustee, will appoint, in the manner provided in 
Section 6.10, a Trustee, so that there shall at all times be a Trustee with 
respect to each series of Securities hereunder.

          SECTION 3.4.     PAYING AGENTS.  Whenever the Issuer shall appoint a 
paying agent other than the Trustee with respect to the Securities of any 
series, it will cause such paying agent to execute and deliver to the Trustee 
an instrument in which such agent shall agree with the Trustee, subject to the 
provisions of this Section,

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

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

          The Issuer will, on or prior to 10:00 a.m. on each due date of 
the principal of or interest on the Securities of such series, deposit with 
the paying agent a sum sufficient to pay such principal or interest so 
becoming due, and (unless such paying agent is the Trustee) the Issuer will 
promptly notify the Trustee of any failure to take such action.

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


<PAGE> 23

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

          Anything in this Section to the contrary notwithstanding, the 
agreement to hold sums in trust as provided in this Section is subject to the 
provisions of Sections 10.4 and 10.5.

          SECTION 3.5.     WRITTEN STATEMENT TO TRUSTEE.  The Issuer will 
deliver to the Trustee, within 120 days after the end of each fiscal year, 
commencing with the fiscal year in which the Securities are first issued, a 
written statement, signed by two of its officers (which need not comply with 
Section 11.5), stating that in the course of the performance of their duties 
as officers of the Issuer they would normally have knowledge of any default 
by the Issuer in the performance or fulfillment of any covenant, agreement 
or condition contained in this Indenture, stating whether or not they have 
knowledge of any such default and, if so, specifying each such default of 
which the signers have knowledge and the nature thereof.

          SECTION 3.6.     LIMITATION ON MORTGAGES AND LIENS.  The Issuer 
shall not at any time, directly or indirectly, create or assume 
and shall not cause or permit a Subsidiary, directly or indirectly, to create 
or assume, otherwise than in favor of the Issuer or a Wholly Owned 
Subsidiary, any mortgage, pledge or other lien or encumbrance upon any 
Principal Manufacturing Property or any interest it may have therein or of or 
upon any stock or indebtedness of any Subsidiary, whether now owned or 
hereafter acquired, without making effective provision (and the Issuer 
covenants that in such case it will make or cause to be made effective 
provision) whereby the Securities and any other indebtedness of the Issuer 
then entitled thereto shall be secured by such mortgage, pledge, lien or 
encumbrance equally and ratably with any and all other obligations and 
indebtedness thereby secured, so long as any such other obligations and 
indebtedness shall be so secured; provided, however, that the foregoing 
covenant shall not be applicable to the following:


<PAGE> 24

            (a)(i)   any mortgage, pledge or other lien or encumbrance on any 
property hereafter acquired or constructed by the Issuer or a Subsidiary, or 
on which property so constructed is located, and created prior to, 
contemporaneously with or within 180 days after, such acquisition or 
construction or the commencement of commercial operation of such property to 
secure or provide for the payment of any part of the purchase or construction 
price of such property, or (ii) the acquisition by the Issuer or a Subsidiary 
of such property subject to any mortgage, pledge, or other lien or 
encumbrance upon such property existing at the time of acquisition thereof, 
whether or not assumed by the Issuer or such Subsidiary, or (iii) any 
mortgage, pledge, or other lien or encumbrance existing on the property, 
shares of stock or indebtedness of a corporation at the time such corporation 
shall become a Subsidiary, or (iv) any conditional sales agreement or other 
title retention agreement with respect to any property hereafter acquired or 
constructed; provided that the lien of any such mortgage, pledge or other 
lien does not spread to property owned prior to such acquisition or 
construction or to other property thereafter acquired or constructed other 
than additions to such acquired or constructed property and other than 
property on which property so constructed is located, and provided, further, 
that if a firm commitment from a bank, insurance company or other lender or 
investor (not including the Issuer, a Subsidiary or an Affiliate of the 
Issuer) for the financing of the acquisition or construction of property is 
made prior to, contemporaneously with or within the 180 day period 
hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance 
shall be deemed to be permitted by this subsection (a) whether or not created 
or assumed within such period;

            (b)      any mortgage, pledge or other lien or encumbrance created 
for the sole purpose of extending, renewing or refunding any mortgage, pledge, 
lien or encumbrance permitted by subsection (a) of this Section; provided, 
however, that the principal amount of indebtedness secured thereby shall not 
exceed the principal amount of indebtedness so secured at the time of such 
extension, renewal or refunding and that such extension, renewal or refunding 
of any mortgage, pledge, lien or encumbrance shall be limited to all or any 
part of the same property that secured the mortgage, pledge or other lien or 
encumbrance extended, renewed or refunded;


<PAGE> 25


            (c)      liens for taxes or assessments or governmental charges or 
levies not then due and delinquent or the validity of which is being contested 
in good faith, and against which an adequate reserve has been established; 
pledges or deposits to secure public or statutory obligations or to secure 
performance in connection with bids or contracts; materialmen's, mechanics', 
carrier's, workmen's, repairmen's or other like liens, or deposits to obtain 
the release of such liens; deposits to secure surety, stay, appeal or customs 
bonds; liens created by or resulting from any litigation or legal proceeding 
which is currently being contested in good faith by appropriate proceedings; 
licenses or leases or patents, trademarks or trade names; leases and liens, 
rights of reverter and other possessory rights of the lessor thereunder; zoning
restrictions, easements, rights-of-way or other restrictions on the use of real
property or minor irregularities in the title thereto; and any other liens and 
encumbrances similar to those described in this subsection, the existence of 
which does not, in the opinion of the Issuer, materially impair the use by 
the Issuer or a Subsidiary of the affected property in the operation of the 
business of the Issuer or a Subsidiary, or the value of such property for the 
purposes of such business;

            (d)      any contracts for production, research or development 
with or for the Government, directly or indirectly, providing for advance, 
partial or progress payments on such contracts and for a lien, paramount to 
all other liens, upon money advanced or paid pursuant to such contracts, or 
upon any material or supplies in connection with the performance of such 
contracts to secure such payments to the Government; and liens or other 
evidences of interest in favor of the Government, paramount to all other 
liens, on any equipment, tools, machinery, land or buildings hereafter 
constructed, installed or purchased by the Issuer or a Subsidiary primarily 
for the purpose of manufacturing or providing any product or performing any 
development work, directly or indirectly, for the Government to secure 
indebtedness incurred and owing to the Government for the construction, 
installation or purchase of such equipment, tools, machinery, land or 
buildings.  For the purpose of this subsection (d), "Government" shall mean the
Government of the United States of America and any department or agency thereof;

            (e)      any mortgage, pledge or other lien or encumbrance created 
after the date of this Indenture on any property leased to or purchased by the 
Issuer or a Subsidiary after that date and securing, directly or indirectly, 
obligations issued by a State, a territory or a possession of the United 
States, or any political subdivision of any of the foregoing, or the District 
of Columbia, to finance the cost of acquisition or cost of construction of 
such property, provided that the interest paid on such obligations is entitled 
to be excluded from gross income of the recipient pursuant to Section 103 of 
the Code (or any successor to such provision) as in effect at the time of the 
issuance of such obligations;


<PAGE> 26

            (f)      any pledge of notes, chattel mortgages, leases, accounts 
receivable, trade acceptances and other paper arising in the ordinary course 
of business, out of installment or conditional sales to or by, or other 
transactions involving title retention with, distributors, dealers or other 
customers, of merchandise, equipment or services; and

            (g)      any mortgage, pledge or other lien or encumbrance not 
otherwise permitted under this Section, provided the aggregate amount of 
indebtedness secured by all such mortgages, pledges, liens or encumbrances, 
together with the aggregate sale price of property involved in sale and 
leaseback transactions not otherwise permitted except under Section 3.7(a) 
does not exceed the greater of $250,000,000 or 5% of Consolidated 
Stockholders' Equity.

          SECTION 3.7.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.  
The Issuer shall not, and shall not permit any Subsidiary to, sell or transfer 
(except to the Issuer or one or more Wholly Owned Subsidiaries, or both) any 
Principal Manufacturing Property owned by it on the date of this Indenture 
with the intention of taking back a lease of such property other than a lease 
for a temporary period (not exceeding 36 months) with the intent that the use 
by the Issuer or such Subsidiary of such property will be discontinued on or 
before the expiration of such period unless either:

            (a)      the sum of the aggregate sale price of property involved 
in sale and leaseback transactions not otherwise permitted under this Section 
plus the aggregate amount of indebtedness secured by all mortgages, pledges, 
liens and encumbrances not otherwise permitted except under Section 3.6(g) 
does not exceed the greater of $250,000,000 or 5% of Consolidated 
Stockholders' Equity, or

            (b)      the Issuer within 120 days after the sale or transfer 
shall have been made by the Issuer or by any such Subsidiary applies an amount 
equal to the greater of (i) the net proceeds of the sale of the Principal 
Manufacturing Property sold and leased back pursuant to such arrangement or 
(ii) the fair market value of the Principal Manufacturing Property sold and 
leased back at the time of entering into such arrangement (which may be 
conclusively determined by the Board of Directors) to the retirement of the 
Securities or other Funded Debt of the Company ranking on a parity with the 
Securities; provided, that the amount required to be applied to the retirement 
of outstanding Securities or other Funded Debt of the Issuer pursuant to this 
clause (b) shall be reduced by (1) the principal amount of any Securities 
delivered within 120 days after such sale to the Trustee for retirement and 
cancellation, and (2) the principal amount of any other Funded Debt of the 
Issuer ranking on a parity with the Securities voluntarily retired by the 
Issuer within 120 days after such sale, whether or not any such retirement of 
Funded Debt shall be specified as being made pursuant to this clause (b).  
Notwithstanding the foregoing, no retirement referred to in this clause (b) 
may be effected by payment at maturity or pursuant to any mandatory sinking 
fund payment or any mandatory prepayment provision.


<PAGE> 27


                                      ARTICLE 4 

                       SECURITYHOLDERS' LISTS AND REPORTS BY THE
                               ISSUER AND THE TRUSTEE

          SECTION 4.1.     ISSUER TO FURNISH TRUSTEE INFORMATION AS TO 
NAMES AND ADDRESSES OF SECURITYHOLDERS.  The Issuer covenants and agrees that 
it will furnish or cause to be furnished to the Trustee a list in such form as 
the Trustee may reasonably require of the names and addresses of the holders 
of the Securities of each series:

            (a)      semiannually and not more than 15 days after each record 
date for the payment of interest on such Securities, as hereinabove 
specified, as of such record date and on dates to be determined 
pursuant to Section 2.3 for non-interest bearing securities in each 
year, and

            (b)      at such other times as the Trustee may request in writing, 
within 30 days after receipt by the Issuer of any such request as of a 
date not more than 15 days prior to the time such information is 
furnished,

provided that if and so long as the Trustee shall be the Security registrar 
for such series, such list shall not be required to be furnished.

          SECTION 4.2.     PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS' 
LISTS.  (a)  The Trustee shall preserve, in as current a form 
as is reasonably practicable, all information as to the names and addresses 
of the holders of each series of Securities (i) contained in the most recent 
list furnished to it as provided in Section 4.1 or (ii) received by it in the 
capacity of Security registrar for such series, if so acting.  The Trustee 
may destroy any list furnished to it as provided in Section 4.1 upon receipt 
of a new list so furnished.


<PAGE> 28

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

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

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

          If the Trustee shall elect not to afford to such applicants 
access to such information, the Trustee shall, upon the written request of 
such applicants, mail to each Securityholder of such series or all 
Securities, as the case may be, whose name and address appears in the 
information preserved at the time by the Trustee in accordance with the 
provisions of subsection (a) of this Section a copy of the form of proxy or 
other communication which is specified in such request, with reasonable 
promptness after a tender to the Trustee of the material to be mailed and of 
payment, or provision for the payment, of the reasonable expenses of mailing; 
otherwise the Trustee shall be relieved of any obligation or duty to such 
applicants respecting their application.


<PAGE> 29

            (c)      Each and every holder of Securities, by receiving and 
holding the same, agrees with the Issuer and the Trustee that neither the 
Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be 
held accountable by reason of the disclosure of any such information as to 
the names and addresses of the holders of Securities in accordance with the 
provisions of Section 4.1 or this Section, regardless of the source from 
which such information was derived, and that the Trustee shall not be held 
accountable by reason of mailing any material pursuant to a request made 
under subsection (b) of this Section.

          SECTION 4.3.     REPORTS BY THE ISSUER.  The Issuer covenants to 
file with the Trustee and the Commission, and transmit to Holders of 
Securities, such information, documents and reports and such summaries thereof 
as may be required by the Trust Indenture Act of 1939 at the times and in the 
manner provided pursuant to such Act; provided that any such information, 
documents or reports which the Issuer may be required to file with the 
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange 
Act of 1934 shall be filed with the Trustee within 15 days after the same are 
required to be filed with the Commission.

          SECTION 4.4.     REPORTS BY THE TRUSTEE.  (a)  Within 60 days after 
each May 15, beginning with May 15, 2002, the Trustee shall transmit to the 
Securityholders of each series a brief report dated as of such reporting date 
that complies with Section 313(a) of the Trust Indenture Act of 1939, if such 
a report is required pursuant to Section 313(a) of the Trust Indenture Act of 
1939. The Trustee also shall comply with Section 313(b) of the Trust 
1940. Indenture Act of 1939.  The Trustee shall also transmit all reports as 
1941. required by Section 313(c) of the Trust Indenture Act of 1939.

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


<PAGE> 30

                                  ARTICLE 5 

                     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

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

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

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

            (c)      default in the payment of any sinking fund installment as 
and when the same shall become due and payable by the terms of the 
Securities of such series;

            (d)      default in the performance, or breach, of any covenant or 
warranty of the Issuer in respect of the Securities of such series 
(other than a covenant or warranty in respect of the Securities of such 
series a default in whose performance or whose breach is elsewhere in 
this Section specifically dealt with), and continuance of such default 
or breach for a period of 90 days after there has been given, by 
registered or certified mail, to the Issuer by the Trustee or to the 
Issuer and the Trustee by the Holders of at least 25% in principal 
amount of the Outstanding Securities of such 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; 


<PAGE> 31

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

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

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

If an Event of Default with respect to Securities of any series at the time 
Outstanding occurs and is continuing, then, and in each and every such case, 
unless the principal of all of the Securities of such series shall have 
already become due and payable, either the Trustee or the Holders of not less 
than 25% in aggregate principal amount of the Securities of such series then 
Outstanding hereunder by notice in writing to the Issuer (and to the Trustee 
if given by Securityholders), may declare the entire principal (or, if the 
Securities of such series are Original Issue Discount Securities, such 
portion of the principal amount as may be specified in the terms of such 
series) of all Securities of such series and the interest accrued thereon, if 
any, to be due and payable immediately, and upon any such declaration the 
same shall become immediately due and payable.



<PAGE> 32

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

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


<PAGE> 33

          SECTION 5.2.     COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE 
MAY PROVE DEBT.  The Issuer covenants that in case (a) default shall be made 
in the payment of any installment of interest on any of the Securities of 
any series when such interest shall have become due and payable, and such 
default shall have continued for a period of 30 days or (b) default shall be 
made in the payment of all or any part of the principal of any of the 
Securities of any series when the same shall have become due and payable, 
whether upon maturity of the Securities of such series or upon any redemption 
or by declaration or otherwise, then in either such case, upon demand of the 
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of 
the Securities of such series the whole amount that then shall have become due 
and payable on all Securities of such series for principal or interest, as the 
case may be (with interest to the date of such payment upon the overdue 
principal and, to the extent that payment of such interest is enforceable 
under applicable law, on overdue installments of interest at the same rate as 
the rate of interest or Yield to Maturity (in the case of Original Issue 
Discount Securities) specified in the Securities of such series); and in 
addition thereto, such further amount as shall be sufficient to cover the 
costs and expenses of collection, including reasonable compensation to the 
Trustee and each predecessor Trustee, their respective agents, attorneys and 
counsel, and any expenses and liabilities incurred, and all advances made, by 
the Trustee and each predecessor Trustee except as a result of its negligence 
or bad faith.

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

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


<PAGE> 34

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

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

            (c)      to collect and receive any moneys or other property 
payable or deliverable on any such claims, and to distribute all amounts 
received with respect to the claims of the Securityholders and of the 
Trustee on their behalf; and any trustee, receiver, or liquidator, 
custodian or other similar official is hereby authorized by each of the 
Securityholders to make payments to the Trustee, and, in the event that 
the Trustee shall consent to the making of payments directly to the 
Securityholders, to pay to the Trustee such amounts as shall be 
sufficient to cover reasonable compensation to the Trustee, each 
predecessor Trustee and their respective agents, attorneys and counsel, 
and all reasonable expenses and liabilities incurred, and all 
reasonable advances made, by the Trustee and each predecessor Trustee 
except as a result of negligence or bad faith and all other amounts due 
to the Trustee or any predecessor Trustee pursuant to Section 6.6.


<PAGE> 35

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

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

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


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


<PAGE> 36

            FIRST:  To the payment of costs and expenses applicable to such 
series in respect of which monies have been collected, including 
reasonable compensation to the Trustee and each predecessor Trustee and 
their respective agents and attorneys and of all reasonable expenses 
and liabilities incurred, and all reasonable advances made, by the 
Trustee and each predecessor Trustee except as a result of negligence 
or bad faith, and all other amounts due to the Trustees or any 
predecessor Trustee pursuant to Section 6.6;

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

            THIRD:  In case the principal of the Securities of such series in 
respect of which moneys have been collected shall have become and shall 
be then due and payable, to the payment of the whole amount then owing 
and unpaid upon all the Securities of such series for principal and 
interest, with interest upon the overdue principal, and (to the extent 
that such interest has been collected by the Trustee) upon overdue 
installments of interest at the same rate as the rate of interest or 
Yield to Maturity (in the case of Original Issue Discount Securities) 
specified in the Securities of such series; and in case such moneys 
shall be insufficient to pay in full the whole amount so due and unpaid 
upon the Securities of such series, then to the payment of such 
principal and interest or Yield to Maturity, without preference or 
priority of principal over interest or Yield to Maturity, or of 
interest or Yield to Maturity over principal, or of any installment of 
interest over any other installment of interest, or of any Security of 
such series over any other Security of such series, ratably to the 
aggregate of such principal and accrued and unpaid interest or Yield to 
Maturity; and


<PAGE> 37

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

          SECTION 5.4.     SUITS FOR ENFORCEMENT.  In case an Event of Default 
has occurred, has not been waived and is continuing, the Trustee may in its 
discretion (but shall not be obligated to) proceed to protect and enforce the 
rights vested in it by this Indenture by such appropriate judicial proceedings 
as the Trustee shall deem most effectual to protect and enforce any of such 
rights, either at law in equity or in bankruptcy or otherwise, whether for the 
specific enforcement of any covenant or agreement contained in this Indenture 
or in aid of the exercise of any power granted in this Indenture or to enforce 
any other legal or equitable right vested in the Trustee by this Indenture or 
by law.

          SECTION 5.5.     RESTORATION OF RIGHTS ON ABANDONMENT OF 
PROCEEDINGS.  In case the Trustee shall have proceeded to 
enforce any right under this Indenture and such proceedings shall have been 
discontinued or abandoned for any reason, or shall have been determined 
adversely to the Trustee, then and in every such case the Issuer and the 
Trustee shall be restored respectively to their former positions and rights 
hereunder, and all rights, remedies and powers of the Issuer, the Trustee and 
the Securityholders shall continue as though no such proceedings had been 
taken.

          SECTION 5.6.     LIMITATIONS ON SUITS BY SECURITYHOLDERS.  No 
holder of any Security of any series shall have any right by virtue or by 
availing of any provision of this Indenture to institute any action or 
proceeding at law or in equity or in bankruptcy or otherwise upon or under or 
with respect to this Indenture, or for the appointment of a trustee, 
receiver, liquidator, custodian or other similar official or for any other 
remedy hereunder, unless such holder previously shall have given to the 
Trustee written notice of default and of the continuance thereof, as 
hereinbefore provided, and unless also the holders of not less than 25% in 
aggregate principal amount of the Securities of such series then outstanding 
shall have made written request upon the Trustee to institute such action or 
proceedings in its own name as trustee hereunder and shall have offered to 
the Trustee such reasonable indemnity as it may require against the costs, 
expenses and liabilities to be incurred therein or thereby and the Trustee 
for 60 days after its receipt of such notice, request and offer of indemnity 
shall have failed to institute any such action or proceeding and no direction 
inconsistent with any such action or proceeding and no direction inconsistent 
with such written request shall have been given to the Trustee pursuant to 
Section 5.9; it being understood and intended, and being expressly covenanted 
by the taker and Holder of every Security with every other taker and Holder 
and the Trustee, that no one or more Holders of Securities of any series 
shall have any right in any manner whatever by virtue or by availing of any 
provision of this Indenture to affect, disturb or prejudice the rights of any 
other such Holder of Securities, or to obtain or seek to obtain priority over 
or preference to any other such Holder or to enforce any right under this 
Indenture, except in the manner herein provided and for the equal, ratable 
and common benefit of all Holders of Securities of the applicable series.  
For the protection and enforcement of the provisions of this Section, each 
and every Securityholder and the Trustee shall be entitled to such relief as 
can be given either at law or in equity.


<PAGE> 38

          SECTION 5.7.     UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO 
INSTITUTE CERTAIN SUITS.  Notwithstanding any other provision in this 
Indenture and any provision of any Security, the right of any Holder of any 
Security to receive payment of the principal of and interest on such Security 
on or after the respective due dates expressed in such Security, or to 
institute suit for the enforcement of any such payment on or after such 
respective dates, shall not be impaired or affected without the consent of 
such Holder.

          SECTION 5.8.     POWERS AND REMEDIES CUMULATIVE; DELAY OR 
OMISSION NOT WAIVER OF DEFAULT.  Except as otherwise provided in Section 5.6 
and with respect to the replacement or payment of mutilated, defaced or 
destroyed, lost or stolen Securities in the last sentence of Section 2.9, no 
right or remedy herein conferred upon or reserved to the Trustee or to the 
holders of Securities 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.


<PAGE> 39

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

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

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

          SECTION 5.10.    WAIVER OF PAST DEFAULTS.  Subject to Section 5.1, 
prior to the declaration of the acceleration of the maturity of the Securities 
of any series as provided in Section 5.1, the Holders of a majority in 
aggregate principal amount of the Securities of such series at the time 
Outstanding may on behalf of the Holders of all the Securities of such series 
waive any past default or Event of Default described in clause (d), (e), (f) 
or (g) of Section 5.1 with respect to such series and its consequences except 
a default in respect of a covenant or provision hereof which cannot be 
modified or amended without the consent of the Holder of each Security 
affected.  In the case of any such waiver, the Issuer, the Trustee and the 
Holders of the Securities of such series shall be restored to their former 
positions and rights hereunder, respectively; but no such waiver shall extend 
to any subsequent or other default or impair any right consequent thereon.


<PAGE> 40

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

          The Issuer may, in the circumstances permitted by the Trust 
Indenture Act of 1939, fix any day as the record date for the purpose of 
determining the Holders of Securities of any series entitled to give or take 
any request, demand, authorization, direction, notice, consent, waiver or 
other action, or to vote on any action, authorized or permitted to be given 
or taken by Holders of Securities of such series under Section 5.9 or this 
Section.  If not set by the Issuer prior to the first solicitation of a 
Holder of Securities of such series made by any Person in respect of any such 
action, or, in the case of any such vote, prior to such vote, the record date 
for any such action or vote shall be the 30th day (or, if later, the date of 
the most recent list of Holders required to be provided pursuant to Section 
4.1) prior to such first solicitation or vote, as the case may be.  With 
regard to any record date for action to be taken by the Holders of one or 
more series of Securities, only the Holders of Securities of such series on 
such date (or their duly designated proxies) shall be entitled to give or 
take, or vote on, the relevant action.

          SECTION 5.11.    TRUSTEE TO GIVE NOTICE OF DEFAULT.  The Trustee 
shall, within ninety days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that 
series actually known to a Responsible Officer of the Trustee to all Holders 
of then Outstanding Securities of that series, by mailing such notice to such 
Holders at their addresses as they shall appear in the registry books, unless 
in each case such defaults shall have been cured before the mailing or 
publication of such notice (the term "defaults" for the purpose of this 
Section being hereby defined to mean any event or condition which is, or with 
notice or lapse of time or both would become, an Event of Default).

          SECTION 5.12.    RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING 
TO PAY COSTS.  All parties to this Indenture agree, and each Holder of any 


<PAGE> 41

Security by his acceptance thereof shall be deemed to have agreed, that any 
court may in its discretion require, in any suit for the enforcement of any 
right or remedy under this Indenture or in any suit against the Trustee for 
any action taken, suffered or omitted by it as Trustee, the filing by any 
party litigant in such suit of an undertaking to pay the costs of such suit, 
and that such court may in its discretion assess reasonable costs, including 
reasonable attorneys' fees, against any party litigant in such suit, having 
due regard to the merits and good faith of the claims or defenses made by such 
party litigant; but the provisions of this Section shall not apply to any suit 
instituted by the Trustee, to any suit instituted by any Securityholder or 
group of Securityholders of any series holding in the aggregate more than 10% 
in aggregate principal amount of the Securities Outstanding of such series, 
or to any suit instituted by any Securityholder for the enforcement of the 
payment of the principal of or interest on any Security on or after the due 
date expressed in such Security.


                                   ARTICLE 6 

                              CONCERNING THE TRUSTEE

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

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

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


<PAGE> 42

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

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

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

            (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the 
direction of the holders pursuant to Section 5.9 relating to the time, 
method and place of conducting any proceeding for any remedy available 
to the Trustee, or exercising any trust or power conferred upon the 
Trustee, under this Indenture.


<PAGE> 43

          None of the provisions contained in this Indenture shall require 
the Trustee to expend or risk funds or otherwise incur personal financial 
liability in the performance of any of its duties or in the exercise of any 
of its rights or powers, if, in its opinion, there shall be reasonable ground 
for believing that the repayment of such funds or adequate indemnity against 
such liability is not reasonably assured to it.

          SECTION 6.2.     CERTAIN RIGHTS OF THE TRUSTEE.  Subject to 
Section 6.1:

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

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

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

            (d)      the Trustee shall be under no obligation to exercise any 
of the trusts or powers vested in it by this Indenture at the request, 
order or direction of any of the Securityholders pursuant to the 
provisions of this Indenture, unless such Securityholders shall have 
offered to the Trustee indemnity satisfactory to it against the costs, 
expenses and liabilities which might be incurred therein or thereby;


<PAGE> 44

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

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

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

            (h)      The Trustee shall not be charged with knowledge of any 
default or Event of Default unless a Responsible Officer of the Trustee 
(i) has actual knowledge of such Default or Event of Default or (ii) 
the Trustee has been notified in writing by the Issuer or any Holder of 
Securities.

          SECTION 6.3.     TRUSTEE NOT RESPONSIBLE FOR RECITALS, 
DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF .  The recitals 
contained herein and in the Securities, except the Trustee's certificates of 
authentication, shall be taken as the statements of the Issuer, and the 
Trustee assumes no responsibility for the correctness of the same.  The 
Trustee makes no representation as to the validity or sufficiency of this 
Indenture or of the Securities.  The Trustee shall not be accountable for the 
use or application by the Issuer of any of the Securities or of the proceeds 
thereof.


<PAGE> 45

          SECTION 6.4.     TRUSTEE AND AGENTS MAY HOLD SECURITIES; 
COLLECTIONS, ETC.  The Trustee or any agent of the Issuer or 
the Trustee, in its individual or any other capacity, may become the owner or 
pledgee of Securities with the same rights it would have if it were not the 
Trustee or such agent and, subject to Sections 6.8 and 6.13, if operative, 
may otherwise deal with the Issuer and receive, collect, hold and retain 
collections from the Issuer with the same rights it would have if it were not 
the Trustee or such agent.

          SECTION 6.5.     MONEYS HELD BY TRUSTEE.  Subject to the provisions 
of Section 10.5 hereof, all moneys received by the Trustee shall, until used 
or applied as herein provided, be held in trust for the purposes for which 
they were received, but need not be segregated from other funds except to the 
extent required by mandatory provisions of law.  Neither the Trustee nor any 
agent of the Issuer or the Trustee shall be under any liability for interest 
on any moneys received by it hereunder.

          SECTION 6.6.     COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND 
ITS PRIOR CLAIM.  The Issuer covenants and agrees to pay to the Trustee from 
time to time, and the Trustee shall be entitled to, reasonable compensation 
(which shall not be limited by any provision of law in regard to the 
compensation of a trustee of an express trust) and the Issuer covenants and 
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its 
request for all reasonable expenses, disbursements and advances incurred or 
made by or on behalf of it in connection with this Indenture (including the 
reasonable compensation and the expenses and disbursements of its counsel and 
of all agents and other persons not regularly in its employ) except any such 
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor 
Trustee, its officers, directors, employees and agents for, and to hold it, 
its officers, directors, employees and agents harmless against, any loss, 
liability or expense incurred without negligence or bad faith on its part, 
arising out of or in connection with the acceptance or administration of this 
Indenture or the trusts hereunder and its duties hereunder, including the 
costs and expenses of defending itself against or investigating any claim of 
liability in the premises.  The obligations of the Issuer under this Section 
to compensate and indemnify the Trustee and each predecessor Trustee and to 
pay or reimburse the Trustee and each predecessor Trustee for expenses, 
disbursements and advances shall constitute additional indebtedness hereunder 
and shall survive the satisfaction and discharge of this Indenture.  Such 
additional indebtedness shall be a senior claim to that of the Securities upon 
all property and funds held or collected by the Trustee as such, except funds 
held in trust for the benefit of the holders of particular Securities, and the 
Securities are hereby subordinated to such senior claim.


<PAGE> 46

          Whenever the Trustee incurs any fees or expenses (including the 
fees and expenses of its counsel) in connection with a Default or an Event of 
Default under Section 5.1 hereof, those fees and expenses are intended to 
constitute administrative expenses under any bankruptcy law.

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

          SECTION 6.8.     QUALIFICATION OF TRUSTEE.  The Trustee is subject 
to Section 310(b) of the Trust Indenture Act of 1939 regarding 
disqualification of a trustee upon acquiring any conflicting interest.  In 
determining whether the Trustee has a conflicting interest within the meaning 
of the Trust Indenture Act with respect to Securities of any series, there 
shall be excluded this Indenture with respect to Securities of any series 
other than such series.

          SECTION 6.9.     PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.  
The Trustee for each series of Securities hereunder shall at all times be a 
corporation organized and doing business under the laws of the United States 


<PAGE> 47

of America or of any state or the District of Columbia (or a Person permitted 
to act as trustee by the Commission) having a combined capital and surplus of 
at least $50,000,000, and which is authorized under such laws to exercise 
corporate trust powers and is subject to supervision or examination by 
Federal, state or District of Columbia authority.  Such corporation or Person 
shall have a place of business in The City of New York if there be such a 
corporation or Person in such location willing to act upon reasonable and 
customary terms and conditions.  If such corporation or Person publishes 
reports of condition at least annually, pursuant to law or to the 
requirements of the aforesaid supervising or examining authority, then for 
the purposes of this Section, the combined capital and surplus of such 
corporation or Person shall be deemed to be its combined capital and surplus 
as set forth in its most recent report of condition so published.  Such 
corporation or Person shall not be and shall represent that it is not an 
obligor on the Securities or a person directly or indirectly controlling, 
controlled by, or under common control with such obligor.  In case at any 
time the Trustee shall cease to be eligible in accordance with the provisions 
of this Section, the Trustee shall resign immediately in the manner and with 
the effect specified in Section 6.10.

          SECTION 6.10.    RESIGNATION AND REMOVAL; APPOINTMENT OF 
SUCCESSOR TRUSTEE.  (a)  The Trustee, or any 
trustee or trustees hereafter appointed, may at any time resign with respect 
to one or more or all series of Securities by giving written notice of 
resignation to the Issuer and, if required by applicable law or regulations, 
by mailing notice of such resignation to the Holders of then Outstanding 
Securities of each series affected at their addresses as they shall appear on 
the registry books.  Upon receiving such notice of resignation, the Issuer 
shall promptly appoint a successor trustee or trustees with respect to the 
applicable series by written instrument in duplicate, executed by authority 
of the Board of Directors, one copy of which instrument shall be delivered to 
the resigning Trustee and one copy to the successor trustee or trustees.  If 
no successor trustee shall have been so appointed with respect to any series 
and have accepted appointment within 30 days after the mailing of such notice 
of resignation, the resigning trustee may petition any court of competent 
jurisdiction for the appointment of a successor trustee, or any 
Securityholder who has been a bona fide Holder of a Security or Securities of 
the applicable series for at least six months may, subject to the provisions 
of Section 5.12, on behalf of himself and all others similarly situated, 
petition any such court for the appointment of a successor trustee.  Such 
court may thereupon, after such notice, if any, as it may deem proper and 
prescribe, appoint a successor trustee.


<PAGE> 48

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

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

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

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

then, in any such case, the Issuer may remove the Trustee with respect to the 
applicable series of Securities and appoint a successor trustee for such 
series by written instrument, in duplicate, executed by order of the Board of 
Directors of the Issuer, one copy of which instrument shall be delivered to 
the Trustee so removed and one copy to the successor trustee, or, subject to 
the provisions of Section 5.12, any Securityholder who has been a bona fide 
Holder of a Security or Securities of such series for at least six months may 
on behalf of himself and all others similarly situated, petition any court of 
competent jurisdiction for the removal of the Trustee and the appointment of 
a successor trustee with respect to such series.  Such court may thereupon, 
after such notice, if any, as it may deem proper and prescribe, remove the 
Trustee and appoint a successor trustee.

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


<PAGE> 49

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

            (e)      The retiring Trustee shall not be liable for the acts or 
omissions of any successor Trustee hereunder.

            (f)      Upon appointment of any successor Trustee, all fees, 
charges and expenses of the retiring Trustee shall be paid.

          SECTION 6.11.    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.  
Any successor trustee appointed as provided in Section 6.10 shall execute 
and deliver to the Issuer and to its predecessor trustee an instrument 
accepting such appointment hereunder, and thereupon the resignation or 
removal of the predecessor trustee with respect to all or any applicable 
series shall become effective and such successor trustee, without any further 
act, deed or conveyance, shall become vested with all rights, powers, duties 
and obligations with respect to such series of its predecessor hereunder, 
with like effect as if originally named as trustee for such series hereunder; 
but, nevertheless, on the written request of the Issuer or of the successor 
trustee, upon payment of its charges then unpaid, the trustee ceasing to act 
shall, subject to Section 10.5, pay over to the successor trustee all moneys 
at the time held by it hereunder and shall execute and deliver an instrument 
which, subject to Section 6.6, need not include an indemnity by the Issuer, 
transferring to such successor trustee all such rights, powers, duties and 
obligations.  Upon request of any such successor trustee, the Issuer shall 
execute any and all instruments in writing for more fully and certainly 
vesting in and confirming to such successor trustee all such rights and 
powers.  Any trustee ceasing to act shall, nevertheless, retain a prior claim 
upon all property or funds held or collected by such trustee to secure any 
amounts then due it pursuant to the provisions of Section 6.6.

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


<PAGE> 50

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

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

          SECTION 6.12.    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION 
TO BUSINESS OF TRUSTEE.  Any corporation into which the Trustee may be merged 
or converted or with which it may be consolidated, or any corporation 
resulting from any merger, conversion or consolidation to which the Trustee 
shall be a party, or any corporation succeeding to the corporate trust 
business of the Trustee, shall be the successor of the Trustee and all other 
appointments hereunder; provided, that such corporation shall be qualified 
under the provisions of Section 6.8 and eligible under the provisions of 
Section 6.9 without the execution or filing of any paper or any further act on 
the part of any of the parties hereto, anything herein to the contrary 
notwithstanding.

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


<PAGE> 51

          SECTION 6.13.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE 
ISSUER.  If the Trustee shall be or shall become a creditor, 
directly or indirectly, secured or unsecured, of the Issuer (or any other 
obligor upon the securities), the Trustee shall be subject to the provisions 
of the Trust Indenture Act of 1939 regarding the collection of claims against 
the Issuer (or any such other obligor).


                                    ARTICLE 7 

                          CONCERNING THE SECURITYHOLDERS

          SECTION 7.1.     EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS.  
Any request, demand, authorization, direction, notice, consent, waiver or 
other action provided by this Indenture to be given or taken by a specified 
percentage in principal amount of the Securityholders of any or all series 
may be embodied in and evidenced by one or more instruments of substantially 
similar tenor signed by such specified percentage of Securityholders in 
person or by agent duly appointed in writing; and, except as herein otherwise 
expressly provided, such action shall become effective when such instrument 
or instruments are delivered to the Trustee.  Proof of execution of any 
instrument or of a writing appointing any such agent shall be sufficient for 
any purpose of this Indenture and (subject to Sections 6.1 and 6.2) 
conclusive in favor of the Trustee and the Issuer, if made in the manner 
provided in this Article.

          SECTION 7.2.     PROOF OF EXECUTION OF INSTRUMENTS AND OF 
HOLDING OF SECURITIES.  Subject to Sections 6.1 and 6.2, the execution of any 
instrument by a Securityholder or his agent or proxy may be proved by the 
Security register or by a certificate of the Security registrar.


<PAGE> 52

          SECTION 7.3.     HOLDERS TO BE TREATED AS OWNERS.   The Issuer, the 
Trustee and any agent of the Issuer or the Trustee may deem and treat the 
person in whose name any Security shall be registered upon the Security 
register for such series as the absolute owner of such Security (whether or 
not such Security shall be overdue and notwithstanding any notation of 
ownership or other writing thereon) for the purpose of receiving payment of 
or on account of the principal of and, subject to the provisions of this 
Indenture, interest on such Security and for all other purposes; and neither 
the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall 
be affected by any notice to the contrary.  All such payments so made to any 
such person, or upon his order, shall be valid, and, to the extent of the sum 
or sums so paid, effectual to satisfy and discharge the liability for moneys 
payable upon any such Security.

          SECTION 7.4.     SECURITIES OWNED BY ISSUER DEEMED NOT 
OUTSTANDING.  In determining whether the Holders of the 
requisite aggregate principal amount of Outstanding Securities of any or all 
series have concurred in any direction, consent or waiver under this 
Indenture, Securities which are owned by the Issuer or any other obligor on 
the Securities with respect to which such determination is being made or by 
any person directly or indirectly controlling or controlled by or under 
direct or indirect common control with the Issuer or any other obligor on the 
Securities with respect to which such determination is being made shall be 
disregarded and deemed not to be Outstanding for the purpose of any such 
determination, except that for the purpose of determining whether the Trustee 
shall be protected in relying on any such direction, consent or waiver only 
Securities which the Trustee knows are so owned shall be so disregarded.  
Securities so owned which have been pledged in good faith may be regarded as 
Outstanding if the pledgee establishes the pledgee's right so to act with 
respect to such Securities and that the pledgee is not the Issuer or any 
other obligor upon the Securities or any person directly or indirectly 
controlling or controlled by or under direct or indirect common control with 
the Issuer or any other obligor on the Securities by delivering to the 
Trustee an Officers' Certificate and Opinion of Counsel to such effect.  In 
case of a dispute as to such right, the advice of counsel shall be full 
protection in respect of any decision made by the Trustee in accordance with 
such advice.  Upon request of the Trustee, the Issuer shall furnish to the 
Trustee promptly an Officers' Certificate listing and identifying all 
Securities, if any, known by the Issuer to be owned or held by or for the 
account of any of the above-described persons; and, subject to Sections 6.1 
and 6.2, the Trustee shall be entitled to accept such Officers' Certificate 
as conclusive evidence of the facts therein set forth and of the fact that 
all Securities not listed therein are Outstanding for the purpose of any such 
determination.


<PAGE> 53

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


                                      ARTICLE 8

                                 SUPPLEMENTAL INDENTURES

          SECTION 8.1.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF 
SECURITYHOLDERS.  The Issuer, when authorized by a resolution of its Board of 
Directors, and the Trustee may from time to time and at any time enter into an 
indenture or indentures supplemental hereto (which shall conform to the 
provisions of the Trust Indenture Act of 1939 as in force at the date of the 
execution thereof) for one or more of the following purposes:

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

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


<PAGE> 54

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

            (d)      to add to the covenants of the Issuer 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 Issuer;

            (e)       to add any additional Events of Default with respect to 
all or any series of Securities (and, if such Event of Default is 
applicable to less than all series of Securities, specifying the series 
to which such Event of Default is applicable);

            (f)      to cure any ambiguity or to correct or supplement any 
provision contained herein or in any supplemental indenture which may 
be defective or inconsistent with any other provision contained herein 
or in any supplemental indenture; or to make such other provisions in 
regard to matters or questions arising under this Indenture or under 
any supplemental indenture as the Board of Directors may deem necessary 
or desirable and which, in the opinion of the Board of Directors, shall 
not adversely affect the interests of the Holders of the Securities;

            (g)      to change or eliminate any of the provisions of this 
Indenture; provided that any such change or elimination shall become 
effective only when there is no Security Outstanding of any series 
created prior to the execution of such supplemental indenture which is 
adversely affected by such change in or elimination of such provision; 
and

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


<PAGE> 55

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

          Any supplemental indenture authorized by the provisions of this 
Section may be executed without the consent of the Holders of any of the 
Securities at the time outstanding, notwithstanding any of the provisions of 
Section 8.2.

          SECTION 8.2.     SUPPLEMENTAL INDENTURES WITH CONSENT OF 
SECURITYHOLDERS.  With the consent (evidenced as provided in 
Article Seven) of the Holders of not less than 66 2/3% in aggregate principal 
amount of the Securities at the time Outstanding of all series affected by 
such supplemental indenture (voting as one class), the Issuer, when 
authorized by a resolution of its Board of Directors, and the Trustee may, 
from time to time and at any time, enter into an indenture or indentures 
supplemental hereto (which shall conform to the provisions of the Trust 
Indenture Act of 1939 as in force at the date of execution thereof) for the 
purpose of adding any provisions to or changing in any manner or eliminating 
any of the provisions of this Indenture or of any supplemental indenture or 
of modifying in any manner the rights of the Holders of the Securities of 
each such series; provided, that no such supplemental indenture shall (a) 
extend the final maturity of any Security, or reduce the principal amount 
thereof, or reduce the rate or extend the time of payment of interest 
thereon, or reduce any amount payable on redemption thereof, or make the 
principal thereof (including any amount in respect of original issue 
discount), or interest or premium thereon payable in any coin or currency 
other than that provided in the Securities or in accordance with the terms 
thereof, or reduce the amount of the principal of an Original Issue Discount 
Security that would be due and payable upon an acceleration of the maturity 
thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy 
pursuant to Section 5.2, or impair or affect the right of any Securityholder 
to institute suit for the payment thereof or, if the Securities provide 
therefor, any right of repayment at the option of the Securityholder without 
the consent of the Holder of each Security so affected, or (b) reduce the 
aforesaid percentage of Securities of any series, the consent of the Holders 
of which is required for any such supplemental indenture, without the consent 
of the Holders of each Security so affected.


<PAGE> 56

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

          Upon the request of the Issuer, accompanied by a copy of a 
resolution of the Board of Directors certified by the secretary or an 
assistant secretary of the Issuer authorizing the execution of any such 
supplemental indenture, and upon the filing with the Trustee of evidence of 
the consent of Securityholders as aforesaid and other documents, if any, 
required by Section 7.1, the Trustee shall join with the Issuer in the 
execution of such supplemental indenture unless such supplemental indenture 
affects the Trustee's own rights, duties or immunities under this Indenture 
or otherwise, in which case the Trustee may in its discretion, but shall not 
be obligated to, enter into such supplemental indenture.

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

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

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


<PAGE> 57

          SECTION 8.4.     DOCUMENTS TO BE GIVEN TO TRUSTEE.  The Trustee, 
subject to the provisions of Sections 6.1 and 6.2, may receive an Officers' 
Certificate and an Opinion of Counsel, prepared in accordance with Section 
11.5, as conclusive evidence that any supplemental indenture executed 
pursuant to this Article 8 complies with the applicable provisions of this 
Indenture.

          SECTION 8.5.     NOTATION ON SECURITIES IN RESPECT OF 
SUPPLEMENTAL INDENTURES.  Securities of any series authenticated and delivered 
after the execution of any supplemental indenture pursuant to the provisions 
of this Article may bear a notation in form approved by the Trustee upon 
advice of counsel for such series as to any matter provided for by such 
supplemental indenture or as to any action taken at any such meeting.  If the 
Issuer or the Trustee shall so determine, new Securities of any series so 
modified as to conform, in the opinion of the Trustee (as to form) and the 
Board of Directors (as to form and substance), to any modification of this 
Indenture contained in any such supplemental indenture may be prepared by the 
Issuer, authenticated by the Trustee and delivered in exchange for the 
Securities of such series then outstanding.


<PAGE> 58

                                    ARTICLE 9 

                     CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION 9.1.     ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.  
The Issuer covenants that it will not merge or consolidate with any other 
corporation or sell or convey all or substantially all of its assets to any 
Person, unless (i) either the Issuer shall be the continuing corporation, or 
the successor corporation or the Person which acquires by sale or conveyance 
substantially all the assets of the Issuer (if other than the Issuer) shall 
be a corporation or entity organized under the laws of the United States of 
America or any state thereof and shall expressly assume the due and punctual 
payment of the principal of and interest, if any,  on all the Securities, 
according to their tenor, and the due and punctual performance and observance 
of all of the covenants and conditions of this Indenture to be performed or 
observed by the Issuer, by supplemental indenture satisfactory to the 
Trustee, executed and delivered to the Trustee by such corporation or entity, 
and (ii) the Issuer or such successor corporation or entity, as the case may 
be, shall not, immediately after such merger or consolidation, or such sale 
or conveyance, be in default in the performance of any such covenant or 
condition.

          SECTION 9.2.     SUCCESSOR ISSUER SUBSTITUTED.  In case of any such 
consolidation, merger, sale or conveyance, and following such an assumption by 
the successor corporation, such successor corporation shall succeed to and be 
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its 
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder, which theretofore shall not have been signed 
by the Issuer and delivered to the Trustee; and, upon the order of such 
successor corporation instead of the Issuer and subject to all the terms, 
conditions and limitations in this Indenture prescribed, the Trustee shall 
authenticate and shall deliver any Securities, which previously shall have 
been signed and delivered by the officers of the Issuer to the Trustee for 
authentication, and any Securities, which such successor corporation 
thereafter shall cause to be signed and delivered to the Trustee for that 
purpose.  All of the Securities so issued, shall in all respects have the 
same legal rank and benefit under this Indenture as the Securities 
theretofore or thereafter issued in accordance with the terms of this 
Indenture as though all of such Securities had been issued at the date of the 
execution hereof.


<PAGE> 59

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

          In the event of any such sale or conveyance (other than a 
conveyance by way of lease) the Issuer or any successor corporation which 
shall theretofore have become such in the manner described in this Article 
shall be discharged from all obligations and covenants under this Indenture 
and the Securities and may be liquidated and dissolved.

          SECTION 9.3.     OPINION OF COUNSEL TO TRUSTEE.  The Trustee, 
subject to the provisions of Sections 6.1 and 6.2, may receive an Opinion of 
Counsel, prepared in accordance with Section 11.5, as conclusive evidence that 
any such consolidation, merger, sale, lease or conveyance, and any such 
assumption, and any such liquidation or dissolution, complies with this 
Article 9 and the applicable provisions of this Indenture.


                                   ARTICLE 10 

                       SATISFACTION AND DISCHARGE OF INDENTURE;
                                 UNCLAIMED MONEYS

          SECTION 10.1.    SATISFACTION AND DISCHARGE OF INDENTURE. 
This Indenture shall cease to be of further effect with respect to any series 
of Securities (except as to any surviving rights of conversion or transfer or 
exchange of Securities of such series expressly provided for herein or in the 
form of Security for such series), and the Trustee, on demand of and at the 
expense of the Issuer, shall execute proper instruments acknowledging 
satisfaction and discharge of this Indenture as to such series, when

      (1)   either

            (A)   all Securities of that series theretofore authenticated and 
delivered (other than (i) Securities of such series which have been 
destroyed, lost or stolen and which have been replaced or paid as provided in 
Section 2.9, and (ii) Securities of such series for whose payment money has 
theretofore been deposited in trust or segregated and held in trust by the 
Issuer and thereafter repaid to the Issuer or discharged from such trust, as 
provided in Section 3.4) have been delivered to the Trustee canceled or for 
cancellation; or 


<PAGE> 60

            (B)   all such Securities of that series not theretofore 
delivered to the Trustee canceled or for cancellation

                  (i)   have become due and payable, or 

                  (ii)	will become due and payable at their stated maturity 
within one year, or 

                  (iii) 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 
Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or 
caused to be deposited with the Trustee as trust funds in trust for the 
purpose an amount, which shall be immediately due and payable, sufficient to 
pay and discharge the entire indebtedness on such Securities not theretofore 
delivered to the Trustee canceled or for cancellation, for principal (and 
premium, if any) and interest, if any, 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 Issuer has paid or caused to be paid all other sums payable 
hereunder by the Issuer with respect to the Securities of such series; and 

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

          SECTION 10.2.    APPLICATION OF TRUST MONEY.  All money deposited 
with the Trustee pursuant to Section 10.1 or Section 10.3 shall be held in 
trust and applied by it, in accordance with the provisions of the series of 
Securities in respect of which it was deposited and this Indenture, to the 
payment, either directly or through any Paying Agent (including the Issuer 
acting as its own Paying Agent), to the Persons entitled thereto, of the 
principal (and premium, if any) and interest for whose payment such money has 
been deposited with the Trustee; but such money need not be segregated from 
other funds except to the extent required by law.


<PAGE> 61

          SECTION 10.3.    DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT 
OBLIGATIONS. Unless pursuant to Section 2.3 
provision is made that this Section 10.3 shall not be applicable to the 
Securities of any series, at the Issuer's option, either (a) the Issuer shall 
be deemed to have been Discharged (as defined below) from its obligations 
with respect to any series of Securities after the applicable conditions set 
forth below have been satisfied or (b) the Issuer shall cease to be under any 
obligation to comply with any term, provision or condition set forth in 
Sections 3.6 and 3.7 (and any other Sections applicable to such Securities 
that are determined pursuant to Section 2.3 to be subject to this provision) 
with respect to any series of Securities at any time after the applicable 
conditions set forth below have been satisfied:

            (1)   the Issuer shall have deposited or caused to be deposited 
irrevocably with the Trustee as trust funds in trust, specifically 
pledged as security for, and dedicated solely to, the benefit of the 
Holders of the Securities of such series (i) money in an amount, or 
(ii) the equivalent in securities of the government which issued the 
currency in which the Securities of such series are denominated or 
securities issued by government agencies backed by the full faith and 
credit of such government, which through the payment of interest and 
principal in respect thereof in accordance with their terms will 
provide, not later than one day before the due date of any payment, 
money in an amount, or (iii) a combination of (i) and (ii), sufficient, 
in the opinion (with respect to (ii) and (iii)) of a nationally 
recognized firm of independent public accountants expressed in a 
written certification thereof delivered to the Trustee, to pay and 
discharge each installment of principal (including mandatory sinking 
fund payments) and any premium of, interest on and any repurchase 
obligations with respect to the outstanding securities of such series 
on the dates such installments of interest or principal or repurchase 
obligations are due;

            (2)   no Event of Default or event (including such deposit) which 
with notice or lapse of time would become an Event of Default with 
respect to the Securities of such series shall have occurred and be 
continuing on the date of such deposit; and 

            (3)   the Issuer shall have delivered to the Trustee an Opinion 
of Counsel, from counsel who is not an employee of the Issuer but which 
may be outside general counsel to the Issuer, to the effect that 
Holders of the Securities of such series will not recognize income, 
gain or loss for Federal income tax purposes as a result of the 
Issuer's exercise of its option under this Section 10.3 and will be 
subject to Federal income tax on the same amount and in the same manner 
and at the same times as would have been the case if such option had 
not been exercised, and, in the case of Securities being Discharged, 
such opinion shall be based upon at least one of the following 
authorities (issued, enacted or promulgated after the date of this 
Indenture), substantially on point and to the foregoing effect: (i) a 
public ruling of the Internal Revenue Service, (ii) a private ruling of 
the Internal Revenue Service issued to the Issuer with respect to the 
Securities, (iii) a provision of the Internal Revenue Code, or (iv) a 
final regulation promulgated by the Department of the Treasury.


<PAGE> 62

          The term "Discharged" means that the Issuer shall be deemed to 
have paid and discharged the entire indebtedness represented by, and 
obligations under, the Securities of such series and to have satisfied 
all the obligations under this Indenture relating to the Securities of 
such series (and the Trustee, at the expense of the Issuer, shall 
execute proper instruments acknowledging the same), except (A) the 
rights of Holders of Securities to receive, from the trust fund 
described in Subsection (1) above, payment of the principal and any 
premium of and any interest on such Securities when such payments are 
due; (B) the Issuer's obligations with respect to such Securities under 
Sections 2.8, 2.9, 3.2, 3.4, 6.6 and 10.2; and (C) the rights, powers, 
trusts, duties and immunities of the Trustee hereunder (including, 
without limitation, its rights under Section 6.6 hereunder).

          SECTION 10.4.    REPAYMENT OF MONEYS HELD BY PAYING AGENT.  
In connection with the satisfaction and discharge of this Indenture with 
respect to Securities of any series, all moneys then held by any paying agent 
under the provisions of this Indenture with respect to such series of 
Securities shall, upon demand of the Issuer, be repaid to it or paid to the 
Trustee and thereupon such paying agent shall be released from all further 
liability with respect to such moneys.

          SECTION 10.5.    RETURN OF MONEYS HELD BY TRUSTEE AND PAYING 
AGENT UNCLAIMED FOR THREE YEARS.  Any moneys deposited with or paid to the 
Trustee or any paying agent for the payment of the principal of or interest on 
any Security of any series and not applied but remaining unclaimed for three 
years after the date upon which such principal or interest shall have become 
due and payable, shall, upon the written request of the Issuer and unless 
otherwise required by mandatory provisions of applicable escheat or abandoned 
or unclaimed property law (as advised by counsel, pursuant to Section 6.2), be 
repaid to the Issuer by the Trustee for such series or such paying agent, and 
the Holder of the Security of such series shall, unless otherwise required by 
mandatory provisions of applicable escheat or abandoned or unclaimed property 
laws, thereafter look only to the Issuer for any payment which such Holder may 
be entitled to collect, and all liability of the Trustee or any paying agent 
with respect to such moneys shall thereupon cease.


<PAGE> 63

          SECTION 10.6.    REINSTATEMENT.  If the Trustee is unable to apply any
money in accordance with Sections 10.2 or 10.3, as the case may be, by reason 
of any legal proceeding or by reason of order or judgment of any court or 
governmental authority enjoining, restraining or otherwise prohibiting such 
application, the Issuer's obligations under this Indenture and the Securities 
shall be revived and reinstated as though no deposit had occurred pursuant to 
Section 10.2 or 10.3, as the case may be, until such time as the Trustee is 
permitted to apply all such money in accordance with Section 10.2 or 10.3, as 
the case may be; provided, however, that if the Issuer has made payment of 
principal of, or interest on any Securities because of the reinstatement of 
its obligations, the Issuer shall be subrogated to the rights of Holders of 
such Securities to receive such payment from money held by the Trustee.

                                       ARTICLE 11 

                                 MISCELLANEOUS PROVISIONS

          SECTION 11.1.    INCORPORATORS, STOCKHOLDERS, OFFICERS AND 
DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY.  No recourse under or 
upon any obligation, covenant or agreement contained in this Indenture, or in 
any Security, or because of any indebtedness evidenced thereby, shall be had 
against any incorporator, as such, or against any past, present or future 
stockholder, officer or director, as such, of the Issuer or of any successor, 
either directly or through the Issuer or any successor, under any rule of law, 
statute or constitutional provision or by the enforcement of any assessment or 
by any legal or equitable proceeding or otherwise, all such liability being 
expressly waived and released by the acceptance of the Securities by the 
Holders thereof and as part of the consideration for the issue of the 
Securities.


<PAGE> 64

          SECTION 11.2.    PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF 
PARTIES AND HOLDERS OF SECURITIES.  Nothing in this Indenture or in the 
Securities, expressed or implied, shall give or be construed to give to any 
person, firm or corporation, other than the parties hereto and their 
successors and the Holders of the Securities any legal or equitable right, 
remedy or claim under this Indenture or under any covenant or provision herein 
contained, all such covenants and provisions being for the sole benefit of the 
parties hereto and their successors and of the Holders of the Securities.

          SECTION 11.3.    SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY 
INDENTURE.  All the covenants, stipulations promises and 
agreements in this Indenture contained by or on behalf of the Issuer shall 
bind its successors and assigns, whether so expressed or not.

          SECTION 11.4.    NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND 
HOLDERS OF SECURITIES.  Any notice or demand which by any provision of this 
Indenture is required or permitted to be given or served by the Trustee or by 
the Holders of Securities to or on the Issuer may be given or served by being 
deposited postage prepaid, first-class mail (except as otherwise specifically 
provided herein) addressed (until another address of the Issuer is filed by 
the Issuer with the Trustee) to Unisys Corporation, Township Line and Union 
Meeting Roads, Blue Bell, Pennsylvania 19424, Attention: General Counsel.  Any 
notice,  direction, request or demand by the Issuer or any holder of 
Securities to or upon the Trustee shall be deemed to have been sufficiently 
given or made, for all purposes, if given or made at the Corporate Trust Office.

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

          SECTION 11.5.    OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; 
STATEMENTS TO BE CONTAINED THEREIN.  
Upon any application or demand by the Issuer to the Trustee to take any 
action under any of the provisions of this Indenture, the Issuer shall 
furnish to the Trustee an Officers' Certificate stating that all conditions 
precedent provided for in this Indenture relating to the proposed action have 
been complied with and an Opinion of Counsel stating that in the opinion of 
such counsel all such conditions precedent have been complied with.


<PAGE> 65

          Each certificate or opinion provided for in this Indenture and 
delivered to the Trustee with respect to compliance with a condition or 
covenant provided for in this Indenture shall include (a) a statement that 
the person making such certificate or opinion has read such covenant or 
condition, (b) a brief statement as to the nature and scope of the 
examination or investigation upon which the statements or opinions contained 
in such certificate or opinion are based, (c) a statement that, in the 
opinion of such person, he has made such examination or investigation as is 
necessary to enable him to express an informed opinion as to whether or not 
such covenant or condition has been complied with and (d) a statement as to 
whether or not, in the opinion of such person, such condition or covenant has 
been complied with.

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

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


<PAGE> 66

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

          SECTION 11.6.    PAYMENTS DUE ON SATURDAYS, SUNDAYS AND 
HOLIDAYS.  If the date of maturity of interest, if any, on or 
principal of the Securities of any series or the date fixed for redemption or 
repayment of any such Security shall not be a Business Day, then payment of 
interest or principal need not be made on such date, but may be made on the 
next succeeding Business Day with the same force and effect as if made on the 
date of maturity or the date fixed for redemption, and no interest shall 
accrue for the period after such date.

          SECTION 11.7.    CONFLICT OF ANY PROVISION OF INDENTURE WITH 
TRUST INDENTURE ACT OF 1939.  If and to the 
extent that any provision of this Indenture limits, qualifies or conflicts 
with another provision included in this Indenture which is required to be 
included herein by any of Sections 310 to 317, inclusive, of the Trust 
Indenture Act of 1939, such required provision shall control.

          SECTION 11.8.    NEW YORK LAW TO GOVERN.  This Indenture and each 
Security shall be deemed to be a contract under the laws of the state of New 
York, and for all purposes shall be construed in accordance with the laws of 
such state, except as may otherwise be required by mandatory provisions of law.

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

          SECTION 11.10.   EFFECT OF HEADINGS.  The Article and Section 
headings herein and the Table of Contents are for convenience only and shall 
not affect the construction hereof.

          SECTION 11.11.   SECURITIES IN A FOREIGN CURRENCY OR IN ECU.  
(a)  Whenever for purposes of this Indenture any action may be taken by the 
holders of a specified percentage in aggregate principal amount of Securities 
of all series at the time outstanding and, at such time, there are 
outstanding Securities of any series which are denominated in a currency or 
currencies or currency unit or currency units other than Dollars, then the 
principal amount of Securities of such series which shall be deemed to be 
outstanding for the purpose of taking such action shall be that amount of 
Dollars that could be obtained for such principal amount based on (i) in the 
case of Securities denominated in a foreign currency, the Market Exchange 
Rate in effect on the date on which such action is to be taken (the 
"Determination Date") or (ii) in the case of Securities denominated in ECU, 
the Official ECU Exchange Rate (or, if ECU ceases to be used both (a) within 
the European Monetary System and (b) for the settlement of transactions by 
public institutions of or within the European Communities, then based on the 
Dollar Equivalent of the ECU) on the Determination Date.  The provisions of 
this paragraph shall apply in determining the equivalent number of votes to 
which each securityholder or proxy shall be entitled in respect of Securities 
of a series denominated in a currency other than Dollars in connection with 
any vote taken by holders of Securities pursuant to the terms of this 
Indenture.


<PAGE> 67

            (b)   For the purposes of this Section 11.11, the following terms 
shall have the following meanings:

            "Component Currency" means any currency which, on the Conversion 
Date, was a component currency of the ECU.

            "Conversion Date" means the last date on which ECU was used 
either (i) within the European Monetary System or (ii) for the 
settlement of transactions by public institutions of or within the 
European Communities.

            "Dollar Equivalent of the ECU" means the amount, as calculated by 
the Trustee on each Determination Date, equal to the sum obtained by 
adding together the results obtained by converting the Specified Amount 
of each Component Currency into Dollars at the Market Exchange Rate on 
the Determination Date for such Component Currency.

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

            "Market Exchange Rate" shall mean for any currency the noon 
Dollar buying rate for that currency for cable transfers quoted in New 
York City on the Determination Date as certified for customs purposes 
by the Federal Reserve Bank of New York.  If such rates are not 
available for any reason with respect to one or more currencies for 
which an exchange rate is required, the Trustee shall use without 
liability on its part, such quotation of the Federal Reserve Bank of 
New York as of the most recent available date, or if such quotation is 
unavailable, quotations from Citibank, N.A., or if unavailable, any 
other bank with combined assets of at least $500 million in New York 
City or in the country of issue of the currency in question, or such 
other quotations as the Issuer shall deem appropriate.  Unless 
otherwise specified by the Trustee, if there is more than one market 
for dealing in any currency by reason of foreign exchange regulations 
or otherwise, the market to be used in respect of such currency shall 
be that upon which a nonresident issuer of securities designated in 
such currency would purchase such currency in order to make payments in 
respect of such securities, as advised by the Issuer.


<PAGE> 68

            "Official ECU Exchange Rate" applicable to any currency with 
respect to any payment to be made hereunder means the exchange rate 
between the ECU and such currency reported by the Commission of the 
European Communities (currently based on the rates in effect at 2:30 
p.m., Brussels time, on the relevant exchange markets) or if such 
exchange rate ceases to be so reported, then such exchange rate shall 
be determined by the Trustee using, without liability on its part, 
quotations from Citibank, N.A., or if unavailable, any other bank with 
combined assets of at least $500 million in New York City or if such 
quotation is unavailable, such other quotations as the Issuer shall 
deem appropriate, on the applicable Determination Date.

            "Specified Amount" of a Component Currency means the number of 
units or fractions thereof which such Component Currency represented in 
the 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 divided by the 
number of currencies into which such Component Currency was divided, 
and such amounts shall thereafter be Specified Amounts and such 
currencies shall thereafter be Component Currencies.


<PAGE> 69

            (c)   All decisions and determinations of the Trustee regarding 
the Market Exchange Rate and the ECU Exchange Rate shall, in the absence of 
manifest error, be conclusive for all purposes and irrevocably binding upon 
the Issuer and all Holders.

          SECTION 11.12.   JUDGMENT CURRENCY.  The obligation of the Issuer in 
respect of any sum due to any securityholder hereunder shall, notwithstanding 
any judgment in a currency (the "Judgment Currency") other than the currency 
in which the payment is due (the "Required Currency"), be discharged only to 
the extent that on the Business Day following receipt by such securityholder 
of any sum adjudged to be so due in the Judgment Currency, such securityholder 
may in accordance with normal banking procedures purchase the amount 
originally due to such securityholder in the Required Currency with the 
Judgment Currency; if the amount of the Required Currency so purchased is less 
than the sum originally due to such securityholder in the Required Currency, 
the Issuer agrees, as a separate obligation and notwithstanding any such 
judgment, to indemnify such securityholder against such loss, and if the 
amount of the Required Currency so purchased exceeds the sum originally due to 
such securityholder, such securityholder agrees to remit to the Issuer such 
excess.



<PAGE> 70

                                    ARTICLE 12 

                      REDEMPTION OF SECURITIES AND SINKING FUNDS

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

          SECTION 12.2.    NOTICE OF FULL AND PARTIAL REDEMPTION; PARTIAL 
REDEMPTIONS.  Notice of redemption to the Holders of 
Securities of any series to be redeemed as a whole or in part at the option 
of the Issuer shall be given by mailing notice of such redemption by first 
class mail, postage prepaid, at least 30 days and not more than 60 days prior 
to the date fixed for redemption to such Holders of Securities of such series 
at their last addresses as they shall appear upon the registry books.  Any 
notice which is mailed in the manner herein provided shall be conclusively 
presumed to have been duly given, whether or not the Holder receives the 
notice.  Failure to give notice by mail, or any defect in the notice to the 
Holder of any Security of a series designated for redemption as a whole or in 
part shall not affect the validity of the proceedings for the redemption of 
any other Security of such series. 

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

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


<PAGE> 71

          On or before the redemption date specified in the notice of 
redemption given as provided in this Section, the Issuer will deposit with 
the Trustee or with one or more paying agents (or, if the Issuer is acting as 
its own paying agent, set aside, segregate and hold in trust as provided in 
Section 3.4) an amount of money sufficient to redeem on the redemption date 
all the Securities of such series so called for redemption at the appropriate 
redemption price, together with accrued interest to the date fixed for 
redemption (and premium, if any).  The election of the Issuer to redeem any 
Securities shall be evidenced by a Board Resolution in addition to any other 
requirements set forth hereunder.  If less than all the outstanding 
Securities of a series are to be redeemed, the Issuer will deliver to the 
Trustee at least 60 days (or such shorter period as shall be acceptable to 
the Trustee for its convenience) prior to the date fixed for redemption an 
Officers' Certificate stating the aggregate principal amount of Securities to 
be redeemed.

          If less than all the Securities of a series are to be redeemed, 
the Trustee shall, subject to Section 12.4, select by lot Securities of such 
Series to be redeemed in whole or in part.  Securities may be redeemed in 
part in multiples equal to the minimum authorized denomination for Securities 
of such series or any multiple thereof.  The Trustee shall promptly notify 
the Issuer in writing of the Securities of such series selected for 
redemption and, in the case of any Securities of such series selected for 
partial redemption, the principal amount thereof to be redeemed.  For all 
purposes of this Indenture, unless the context otherwise requires, all 
provisions relating to the redemption of Securities of any series shall 
relate, in the case of any Security redeemed or to be redeemed only in part, 
to the portion of the principal amount of such Security which has been or is 
to be redeemed.

          SECTION 12.3.    PAYMENT OF SECURITIES CALLED FOR REDEMPTION.  
If notice of redemption has been given as above provided, the Securities or 
portions of Securities specified in such notice shall become due and payable 
on the date and at the place stated in such notice at the applicable 
redemption price (and premium, if any), together with interest, if any, 
accrued to the date fixed for redemption, and on and after said date (unless 
the Issuer shall default in the payment of such Securities at the redemption 
price, together with interest accrued to said date) interest on the 
Securities or portions of Securities so called for redemption shall cease to 
accrue shall be void, and except as provided in Sections 6.5 and 10.5, such 
Securities shall cease from and after the date fixed for redemption to be 
entitled to any benefit or security under this Indenture, and the Holders 
thereof shall have no right in respect of such Securities except the right to 
receive the redemption price (and premium, if any) thereof and unpaid 
interest to the date fixed for redemption.  On presentation and surrender of 
such Securities at a place of payment specified in said notice, said 
Securities or the specified portions thereof shall be paid and redeemed by 
the Issuer at the applicable redemption price (and premium, if any), together 
with interest, if any, accrued thereon to the date fixed for redemption; 
provided that payment of interest, if any, becoming due on or prior to the 
date fixed for redemption shall be payable to the Holders of Securities 
registered as such on the relevant record date subject to the terms and 
provisions of Section 2.4 hereof.


<PAGE> 72

          If any Security called for redemption shall not be so paid upon 
surrender thereof for redemption, the principal shall, until paid or duly 
provided for, bear interest from the date fixed for redemption at the rate of 
interest or Yield to Maturity (in the case of an Original Issue Discount 
Security) borne by the Security.

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

          SECTION 12.4.    EXCLUSION OF CERTAIN SECURITIES FROM 
ELIGIBILITY FOR SELECTION FOR REDEMPTION.  Securities shall be excluded from 
eligibility for selection for redemption if they are identified by 
registration and certificate number in a written statement signed by an 
authorized officer of the Issuer and delivered to the Trustee at least 40 days 
prior to the last date on which notice of redemption may be given as being 
owned of record and beneficially by, and not pledged or hypothecated by, 
either (a) the Issuer or (b) an entity specifically identified in such written 
statement directly or indirectly controlling or controlled by or under direct 
or indirect common control with the Issuer. 

          SECTION 12.5.    MANDATORY AND OPTIONAL SINKING FUNDS.  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".  The date on which a sinking fund payment is to be 
made is herein referred to as the "sinking fund payment date".


<PAGE> 73

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

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


<PAGE> 74

          If the sinking fund payment or payments (mandatory or optional or 
both) to be made in cash on the next succeeding sinking fund payment date 
plus any unused balance of any preceding sinking fund payments made in cash 
shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with 
respect to the Securities of any particular series, such cash shall be 
applied on the next succeeding sinking fund payment date to the redemption of 
Securities of such series at the sinking fund redemption price together with 
accrued interest to the date fixed for redemption.  If such amount shall be 
$50,000 or less and the Issuer makes no such request then it shall be carried 
over and invested by the Trustee in mutual or trust fund institutions which 
are registered with the Commission under the Securities Act of 1933, as 
amended, and the Investment Company Act of 1940, as amended, and which have 
underlying investments consisting solely of and limited to United States 
Government obligations until a sum in excess of $50,000 is available.  The 
Trustee, upon written instruction from the Issuer, shall select, in the 
manner provided in Section 12.2, for redemption on such sinking fund payment 
date a specified principal amount of Securities of such series then 
Outstanding to absorb said cash, as nearly as may be, and shall (if requested 
in writing by the Issuer) inform the Issuer of the serial numbers of the 
Securities of such series (or portions thereof) so selected.  Securities of 
any series which are (a) owned by the Issuer or are certified by the Issuer 
by means of an Officers' Certificate to be owned by an entity directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with the Issuer, as shown by the Security register, and not actually 
known to a Responsible Officer of the Trustee to have been pledged or 
hypothecated by the Issuer or any such entity; or (b) identified in an 
Officers' Certificate at least 60 days prior to the sinking fund payment date 
as being beneficially owned by, and not pledged or hypothecated by, the 
Issuer or an entity directly or indirectly controlling or controlled by or 
under direct or indirect common control with the Issuer shall be excluded 
from Securities of such series eligible for selection for redemption.  The 
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it 
shall so request the Trustee in writing) shall cause notice of redemption of 
the Securities of such series to be given in substantially the manner 
provided in Section 12.2 (and with the effect provided in Section 12.3) for 
the redemption of Securities of such series in part at the option of the 
Issuer.  The amount of any sinking fund payments not so applied or allocated 
to the redemption of Securities of such series shall be added to the next 
cash sinking fund payment for such series and, together with such payment, 
shall be applied in accordance with the provisions of this Section.  Any and 
all sinking fund moneys held on the stated maturity date of the Securities of 
any particular series (or earlier, if such maturity is accelerated), which 
are not held for the payment or redemption of particular Securities of such 
series shall be applied, together with other moneys, if necessary, sufficient 
for the purpose, to the payment of the principal of, and interest on, the 
Securities of such series at maturity.


<PAGE> 75

          At least one day before each sinking fund payment date, the 
Issuer shall pay to the Trustee in cash or shall otherwise provide for the 
payment of all interest accrued to the date fixed for redemption on 
Securities to be redeemed on the next following sinking fund payment date.

          The Trustee shall not redeem or cause to be redeemed any 
Securities of a series with sinking fund moneys or mail any notice of 
redemption of Securities for such series by operation of the sinking fund 
during the continuance of a default in payment of interest on such Securities 
or of any Event of Default except that, where the mailing of notice of 
redemption of any Securities shall theretofore have been made, the Trustee 
shall redeem or cause to be redeemed such Securities, provided that it shall 
have received from the Issuer a sum sufficient for such redemption.  Except 
as aforesaid, any moneys in the sinking fund for such series at the time when 
any such default or Event of Default shall occur, and any moneys thereafter 
paid into the sinking fund, shall, during the continuance of such default or 
Event of Default, be deemed to have been collected under Article Five and 
held for the payment of all such Securities.  In case such Event of Default 
shall have been waived as provided in Section 5.10 or the default cured on or 
before the sixtieth day preceding the sinking fund payment date in any year, 
such moneys shall thereafter be applied on the next succeeding sinking fund 
payment date in accordance with this Section to the redemption of such 
Securities.



<PAGE> 76

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture 
to be duly executed as of May 1, 2001.


                                   UNISYS CORPORATION



                                   By: /s/  Janet Brutschea Haugen 
                                       -----------------------------------
                                       Name: Janet Brutschea Haugen
                                       Title:   Senior Vice President and 
                                                Chief financial Officer



                                    HSBC BANK USA
                                    not in its individual capacity,
                                    but solely as Trustee



                                By: /s/ Frank J. Godino
                                   ---------------------------------
                                    Name:
                                    Title:




                                UNISYS CORPORATION
                            8 1/8% Senior Notes due 2006

REGISTERED

No. R-1
CUSIP  909214BF4

            If this Note is registered in the name of The Depository Trust 
            Company, a New York corporation ("DTC"), or its nominee, this Note 
            may not be transferred except as a whole by DTC to a nominee of 
            DTC or by a nominee of DTC to DTC or another nominee of DTC or by 
            DTC or any such nominee to a successor depositary or a nominee of 
            such successor depositary, unless and until this Note is exchanged 
            in whole or in part for Notes in definitive form.  Unless this 
            certificate is presented by an authorized representative of DTC to 
            the Company or its agent for registration of transfer, exchange or 
            payment, and any certificate issued is registered in the name of 
            Cede & Co. or such other name as requested by an authorized 
            representative of DTC (and any payment is made to Cede & Co. or to 
            such other entity as is requested by an authorized representative 
            of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR 
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the 
            registered owner hereof, Cede & Co., has an interest herein.

            UNISYS CORPORATION, a corporation duly organized and validly 
existing under the laws of the State of Delaware (herein called the "Company", 
which
 term includes any successor corporation under the Indenture, as 
hereinafter defined), for value received hereby promises to pay to CEDE & CO., 
or registered assigns, the principal sum of $350,000,000 (THREE HUNDRED FIFTY 
MILLION DOLLARS) on June 1, 2006 in such coin or currency of the United States 
of America as at the time of payment shall be legal tender for the payment of 
public and private debts, and to pay interest, semi-annually on June 1 and 
December 1 of each year, commencing December 1, 2001, on said principal sum in 
like coin or currency, at the rate per annum specified in the title of this 
Note, from the June 1 or December 1, as the case may be, next preceding the 
date of this Note to which interest has been paid or duly provided for, unless 
the date hereof is a date to which interest has been paid or duly provided 
for, in which case from the date of this Note, or unless no interest has been 
paid or duly provided for on the Notes, in which case from May 15, 2001, until 
payment of said principal sum has been made or duly provided for.  
Notwithstanding the foregoing, if the date hereof is after any May 15 or 
November 15, as the case may be, and before the following June 1 or December 
1, this Note shall bear interest from such June 1 or December 1; provided, 
however, that if the Company shall default in the payment of interest due on 
such June 1 or December 1 then this Note shall bear interest from the next 
preceding June 1 or December 1 to which interest has been paid or duly 
provided for or, if no interest has been paid or duly provided for on the 
Notes, from May 15, 2001.  The interest so payable on June 1 or December 1 
will be paid to the person in whose name this Note (or one or more predecessor 
securities) is registered at the close of business on the applicable record 
date, which shall be the May 15 or November 15 (whether or not a business day) 
next preceding such June 1 or December 1, provided that any such interest not 
punctually paid or duly provided for shall be payable as provided in the 
Indenture.

            Payment of the principal of, and premium, if any, on, this Note 
will be made in immediately available funds upon surrender of the Notes at the 
corporate trust office of the Trustee.  Interest will be paid by check mailed 
to the address of the person entitled thereto as it appears in the register 
for the Notes on the applicable record date or, at the option of the Company, 
by wire transfer to a bank account maintained by such person.

            REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE 
SET FORTH HEREIN.  SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE 
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

            THIS NOTE SHALL BE DEEMED A CONTRACT UNDER THE LAWS OF THE STATE 
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH AND 
GOVERNED BY THE LAWS OF SAID STATE.

            Unless the certificate of authentication hereon has been executed 
by the Trustee referred to herein by manual signature, this Note shall not be 
entitled to any benefit under the Indenture or be valid or obligatory for any 
purpose.

            IN WITNESS WHEREOF, the Company has caused this instrument to be 
duly executed.

Dated:  May 15, 2001
                                                           UNISYS CORPORATION



                                               By: /s/ Janet Brutschea Haugen
                                                   --------------------------
                                           Name:  Janet Brutschea Haugen
                                          Title:    Senior Vice President and
                                                    Chief Financial Officer


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

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

HSBC BANK USA,
  as Trustee



By: /s/ Frank J. Godino
    ----------------------------------
      Authorized Officer

                              UNISYS CORPORATION
                          8 1/8% Senior Notes due 2006
	

            This Note is one of a duly authorized issue of Securities of the 
Company designated as its 8 1/8 % Senior Notes due 2006 (herein called the 
"Notes"), issued under an Indenture dated as of May 1, 2001 (the "Indenture") 
between the Company and HSBC Bank USA, as trustee (herein called the 
"Trustee", which term includes any successor trustee under such Indenture), to 
which Indenture and all indentures supplemental thereto reference is hereby 
made for a statement of the respective rights, limitations of rights, 
obligations, duties and immunities thereunder of the Company, the Trustee and 
the holders of the Notes and of the terms upon which the Notes are, and are to 
be, authenticated and delivered.

            If an Event of Default as defined in the Indenture shall have 
occurred and be continuing, the principal of and accrued interest on the Notes 
of this series may be declared and upon such declaration shall become due and 
payable in the manner, with the effect and subject to the conditions provided 
in the Indenture.

            The Indenture contains provisions permitting the Company and the 
Trustee, with the consent of the holders of not less than 66-2/3% in the 
principal amount of the Securities at the time outstanding of all series 
affected by such supplemental indenture (voting as one class), evidenced as 
provided in the Indenture, to execute supplemental indentures adding any 
provisions to or changing in any manner or eliminating any of the provisions 
of the Indenture or of any supplemental indenture or modifying in any manner 
the rights of the holders of the Securities of each such series; provided, 
however, that no such supplemental indenture shall (i) extend the final 
maturity of any Note, or reduce the principal amount thereof, or reduce the 
rate or extend the time of payment of interest thereon, or reduce any amount 
payable on redemption thereof, or make the principal thereof or interest or 
premium, if any, thereon payable in any coin or currency other than that 
provided in the Notes, or impair or affect the right of the holder of any Note 
to institute suit for the payment thereof, or (ii) reduce the aforesaid 
percentage of Securities of any such series, the holders of which are required 
to consent to any such supplemental indenture, without the consent of the 
holders of each Security so affected.  It is also provided in the Indenture 
that, prior to any declaration accelerating the maturity of the Notes, the 
holders of a majority in aggregate principal amount of the Notes at the time 
outstanding may on behalf of the holders of all of the Notes waive any past 
default or Event of Default under the Indenture and its consequences, except a 
default in the payment of interest or any premium on or the principal of any 
of the Notes.  Any such consent or waiver by the holder of this Note (unless 
revoked as provided in the Indenture) shall be conclusive and binding upon 
such holder and upon all future holders and owners of this Note and any Notes 
which may be issued in exchange or substitution therefor, irrespective of 
whether or not any notation thereof is made upon this Note or such other 
Notes.

            No reference herein to the Indenture and no provision of this Note 
or of the Indenture shall alter or impair the obligations of the Company, 
which are absolute and unconditional, to pay the principal of and any premium 
and interest on this Note at the place, at the respective times, at the rate 
and in the coin or currency herein prescribed.

            Interest on the Notes shall be computed on the basis of a 360-day 
year of twelve 30-day months.

            The provisions of the Indenture providing for defeasance of (i) 
the entire indebtedness of this Note and (ii) certain restrictive covenants 
are applicable to the Note.

            As set forth in, and subject to, the provisions of the Indenture, 
no holder of any Note will have any right to institute any proceeding with 
respect to the Indenture or for any remedy thereunder, unless (i) such holder 
shall have previously given to the Trustee written notice of a continuing 
Event of Default with respect to this series, (ii) the holders of not less 
than 25% in principal amount of the Notes then outstanding shall have made 
written request to the Trustee to institute such proceeding in respect of such 
Event of Default in its own name as Trustee under the Indenture, (iii) such 
holders shall have offered to the Trustee reasonable indemnity against the 
costs, expenses and liabilities to be incurred in compliance with such 
request, (iv) the Trustee for 60 days after its receipt of such notice, 
request and offer of indemnity shall have failed to institute any such 
proceeding and (v) the Trustee shall not have received from the holders of a 
majority in principal amount of the Notes then outstanding direction 
inconsistent with such request within such 60-day period; provided, however, 
that such limitations do not apply to a suit instituted by the holder of a 
Note for the enforcement of payment of the principal of, premium, if any, or 
interest on the Note after the respective due date expressed herein.

            As provided in the Indenture and subject to certain limitations 
therein set forth, the transfer of this Note is registrable in the register 
for the Notes, upon due presentation of this Note for registration of transfer 
at the office or agency of the Company in any place where the principal of, 
and premium, if any, on this Note are payable, duly endorsed by, or 
accompanied by a written instrument of transfer in form satisfactory to the 
Company and the Trustee duly executed by, the holder of the Note or his 
attorney duly authorized in writing, and thereupon one or more new Notes of 
this series of like tenor or authorized denominations and for the same 
aggregate principal amount will be issued to the designated transferee or 
transferees.

            The Notes of this series are issuable only in registered form 
without coupons in denominations of $1,000 or any integral multiple thereof.  
As provided in the Indenture and subject to certain limitations set forth 
therein, Notes of this series are exchangeable for like aggregate principal 
amount of Notes of like tenor of a different authorized denomination, as 
requested by the holder of the Notes surrendering the same.

            No service charge shall be made for any such registration of 
transfer or exchange, but the Company may require payment of a sum sufficient 
to cover any tax or other governmental charge payable in connection therewith.

            Prior to due presentment of this Note for registration of 
transfer, the Company, the Trustee and any agent of the Company or the Trustee 
may treat the person in whose name this Note is registered as the absolute 
owner of the Note for all purposes, whether or not this Note be overdue, and 
none of the Company, the Trustee or any such agent shall be affected by notice 
to the contrary.

            Terms used in this Note and defined in the Indenture are used 
herein as therein defined.


	          


	ASSIGNMENT FORM


To assign this Note, fill in the form below:
I or we assign and transfer this Note to:

      ---------------------------------------------------
      (Insert assignee's Social Security or Tax I.D. No.)

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

      ------------------------------------------------------
      (Print or type assignee's name and zip code)

and irrevocably appoint ________________________________________
agent to transfer this Note on the books of the Company.

The agent may substitute another to act for him.


Date:_______________________________________