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)              March 4, 1996
- ---------------------------------------------------------------------------


                             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 a Terms Agreement
between Unisys Corporation (the "Company") and Merrill Lynch, Pierce, 
Fenner & Smith Incorporated and Bear, Stearns & Co. Inc. dated March 4, 1996,
the Company issued, on March 8, 1996, its 8 1/4% Convertible Subordinated
Notes due 2006 in an aggregate principal amount of $299,000,000.



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: March 11, 1996            By:  /s/Harold S. Barron
                                     ____________________________
                                     Harold S. Barron
                                     Senior Vice President,
                                     General Counsel and
                                     Secretary

<PAGE>

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


Exhibit
No.

1      Terms Agreement, dated March 4, 1996, between Unisys Corporation and
       Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bear, Stearns
       & Co. Inc.

4.1    Form of 8 1/4% Convertible Subordinated Note due 2006

4.2    Form of Indenture, dated as of March 1, 1996, between Unisys
       Corporation and The Bank of New York

4.3    Form of First Supplemental Indenture, dated as of March 8, 1996,
       between Unisys Corporation and The Bank of New York.




                             UNISYS CORPORATION
                                ("Company")
                              Debt Securities
 
                              TERMS AGREEMENT
                              ---------------


                                        March 4, 1996



Unisys Corporation
Township Line & Union Meeting Roads
Blue Bell, Pennsylvania  19424
Attention:  Vice President and Treasurer

Dear Sirs:

          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. 33-64396) and Post-Effective Amendment No. 1 to Registration 
Statement on Form S-3 (Registration No. 33-35437) (the 
"Underwriting Agreement"), the following securities (the 
"Securities") to be issued under an indenture, to be dated as of 
March 1, 1996 between the Company and The Bank of New York, as 
Trustee, on the following terms:

     Title:  8 1/4% Convertible Subordinated Notes due 2006.

     Principal Amount:  $260,000,000.

     Interest:  8.25% per annum payable semi-annually on March 15 
and September 15 commencing September 15, 1996, to holders of 
record of the Securities at the close of business on the 
preceding March 1 and September 1, respectively.

     Maturity:  March 15, 2006.

     Optional Redemption:  The Notes will be redeemable on at 
least 20 but not more than 60 days' notice, at the option of the 
Company, as a whole or in part, at any time on and after March 
15,
 1999, at the following prices (expressed as percentages of 
the principal amount), together with accrued interest to the date 
fixed for redemption:

     If redeemed during the 12-month period beginning March 15:

Year                                               Percentage
- ----                                               ----------
1999 . . . . . . . . . . . . . . . . . . . . . . . .  105.775%
2000 . . . . . . . . . . . . . . . . . . . . . . . .  104.950
2001 . . . . . . . . . . . . . . . . . . . . . . . .  104.125
2002 . . . . . . . . . . . . . . . . . . . . . . . .  103.300
2003 . . . . . . . . . . . . . . . . . . . . . . . .  102.475
2004 . . . . . . . . . . . . . . . . . . . . . . . .  101.650
2005 . . . . . . . . . . . . . . . . . . . . . . . .  100.825


     Sinking Fund:  None.

     Conversion:  The Notes are convertible into Common Stock of 
the Company at any time prior to maturity, unless previously 
redeemed, at a conversion price of $6.875 per share (equivalent 
to a conversion rate of approximately 145.45 shares for each 
$1,000 principal amount of Notes), subject to adjustment in 
certain events.

     Listing:  New York Stock Exchange.

     Over-allotment Option:  An additional $39,000,000 aggregate 
principal amount of Notes.

     Period Designated Pursuant to Section 4(h) of the
Underwriting Agreement:  90 days.

     Delayed Delivery Contracts:  None.

     Purchase Price from the Company:  97.5% of principal amount, 
plus accrued interest, if any, from March 8, 1996.

     Expected Reoffering Price to Public:  100% of principal 
amount, plus accrued interest, if any, from March 8, 1996.

     Closing Date:  10:00 A.M. New York City time on March 8, 
1996 (or at such other time and date as we shall agree), at the 
office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New 
York, New York 10017.

     Settlement:  Federal (same-day) funds.

     Names and Addresses of Representative:

     Merrill Lynch, Pierce, Fenner & Smith Incorporated
     Bear, Stearns & Co. Inc.     
     c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
     World Financial Center
     North Tower
     New York, New York  10281
     Attention:  Corporate Banking

          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.  

          The provisions of the Underwriting Agreement are 
incorporated herein by reference, except that:

          (1) The reference to "fifth business day" in Sections 
2(a) and 4(a) of the Underwriting Agreement shall be deleted and 
replaced by the phrase "fifteenth business day" and (2) the words 
"counsel of the Company" on the fifth and sixth to last lines of 
Section 6(c) of the Underwriting Agreement shall be deleted and 
replaced by the phrase "outside counsel to the Underwriters."

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

<PAGE>
          Please signify your acceptance of our offer by signing 
the enclosed copy of this Terms Agreement in the space provided 
and returning it to us.

                                   Very truly yours,

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


                                       By MERRILL LYNCH, PIERCE, FENNER
                                            & SMITH INCORPORATED

                                       By:______________________________
                                           Authorized Representative




AGREED AND ACCEPTED:

UNISYS CORPORATION


By:____________________
     Name:
     Title:

<PAGE>
                                  SCHEDULE A


                                                  Principal
            Underwriters                           Amount 
            ------------                          ---------
    Merrill Lynch, Pierce, Fenner & Smith
            Incorporated.......................$156,000,000
    Bear, Stearns & Co. Inc.....................104,000,000
                                               ------------
              Total............................$260,000,000
                                               ============


                             [FORM OF FACE OF NOTE]


No. __________________                                          $___________
CUSIP No. 909214 AZ 1
UNISYS CORPORATION

                  8 1/4% Convertible Subordinated Note due 2006

        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 referred to on the reverse hereof), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ______________________________ Dollars on March 15,
2006 at the office or agency of the Company maintained for that
purpose in New York, New York, 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 March 15 and September 15 of each year, commencing
September 15, 1996, on said principal sum in like coin or currency, at
the rate per annum specified in the title of this Note, from the March
15 or September 15, 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 March 8, 1996, until payment of said principal sum has been
made or duly provided for.  Notwithstanding the foregoing, if the date
hereof is after any March 1 or September 1, as the case may be, and
before the following March 15 or September 15, this Note shall bear
interest from such March 15 or September 15; provided, however, that
(a) if the Company shall default in the payment of interest due on
such March 15 or September 15, then this Note shall bear interest from
the next preceding March 15 or September 15 to which interest has been
paid or duly provided for or, (b) if no interest has been paid or duly
provided for on the Notes, then this Note shall bear interest from
March 8, 1996.  The interest so payable on any March 15 or September
15 will (unless such Note has been called for redemption on a
Redemption Date which is prior to such interest payment date and
unless such Note has been designated to be repurchased on a Repurchase
Date which is prior to such interest payment date) be paid to the
person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the record date, which shall be
the March 1 or September 1 (whether or not a business day) next
preceding such March 15 or September 15, provided that any such
interest not punctually paid or duly provided for shall be payable as
provided in the Indenture.  Unless otherwise notified by the Company,
interest will be paid by check mailed to the registered address of
such person.

        Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium if any, and
interest on the Notes to all Senior Indebtedness, and provisions
giving the holder of this Note the right to convert this Note into
Common Stock of the Company and provisions giving the holder of this
Note the right to require the Company to repurchase this Note upon any
Change in Control, in each case on the terms and subject to the
limitations referred to on the reverse hereof and as more fully
specified in the Indenture.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

<PAGE>
        THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE 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.

        This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture.

        IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.


                                       UNISYS CORPORATION



                                       By: __________________________


ATTEST:



________________________________
         Secretary

               [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



                                       THE BANK OF NEW YORK, as Trustee



                                       By: ________________________________
                                           Authorized Signatory

<PAGE>
                          [FORM OF REVERSE OF NOTE]


                              UNISYS CORPORATION

                 8 1/4% Convertible Subordinated Note due 2006

        This Note is one of a duly authorized issue of Notes of the
Company, designated as its 8 1/4% Convertible Subordinated Notes due 2006
(herein called the "Notes"), issued under and pursuant to an Indenture
dated as of March 1, 1996, as supplemented (herein called the
"Indenture"), between the Company and The Bank of New York (herein
called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes.

        In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of and accrued
interest on all Notes 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 a majority of the
principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, 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 Notes;
provided, however, that no such supplemental indenture shall (i)
change the Stated Maturity of the principal of, or any installment of
principal of or interest on any Note, or reduce the principal amount
thereof or the rate of interest thereon or any premium, payable upon
redemption thereof, or reduce any amount payable upon exercise of the
Repurchase Right with respect thereto, or impair the right of any
holder to institute suit for the payment 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
adversely affect any applicable conversion rights subject to the terms
set forth in the provisions of Article XVI of the Indenture, in each
case without the consent of the holder of each Note so affected or
(ii) reduce the percentage in principal amount of Notes, the holders
of which are required to consent to any such supplemental indenture,
without the consent of the holders of all outstanding Notes affected
thereby.  It is also provided in the Indenture that the holders of not
less than a majority in principal amount of the Notes at the time
outstanding may on behalf of the holders of all outstanding Notes
waive any past default under the Indenture and its consequences except
a default in the payment of the principal of (or premium, if any) or
interest, if any, on any of the Notes or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without
the consent of the holder of each outstanding Note.  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.

        The indebtedness evidenced by the Notes is, to the extent
and in the manner provided in the Indenture, expressly subordinate and
subject in right of payment to all Senior Indebtedness, whether
outstanding at the date of the Indenture or thereafter incurred, and
this Note is issued subject to the provisions of the Indenture with
respect to such subordination.  Each holder of this Note, by accepting
the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided
and appoints the Trustee his attorney-in-fact for such purpose.

        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, to convert this Note as provided in the Indenture
or to repurchase this Note upon a Change in Control as provided in the
Indenture.

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

        The Notes are usable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.   Notes may be
exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Company
referred to on the face hereof, and in the manner and subject to the
limitations provided in the Indenture, but without payment of any
service charge.

        The Notes may be redeemed at the option of the Company as a
whole or in part, on any Business Day prior to maturity on and after
March 15, 1999, upon mailing a notice of such redemption not less than
twenty nor more than sixty days before the date fixed for redemption
to the holders of Notes at their last registered addresses, all as
provided in the Indenture, at the following optional redemption prices
(expressed as percentages of the principal amount), together in each
case with accrued interest to the date fixed for redemption:

        If redeemed during the twelve-month period beginning March 15:

Year             Percentage
- ----             ----------
1999.............105.775%
2000.............104.950
2001.............104.125
2002.............103.300
2003.............102.475
2004.............101.650
2005.............100.825

If the date fixed for redemption is a March 15 or September 15, then
the interest payable on such date shall be paid to the holder of
record on the preceding March 1 or September 1, respectively.

        Upon any Change in Control with respect to the Company, each
holder of Notes shall have the right, at the holder's option, to
require the Company to repurchase all of such holder's Notes, or a
portion thereof which is $1,000 or any integral multiple thereof, on
the Repurchase Date at a price equal to 100% of the principal amount
of the Notes, plus accrued interest, if any, to the Repurchase Date.

        Subject to the provisions of the Indenture, the holder
hereof has the right, at his option, at any time on or before (i) the
close of business on March 15, 2006, or (ii) as to all or any portion
hereof called for redemption during such period, the close of business
on the date fixed for redemption (unless the Company shall default in
payment due upon redemption thereof), or (iii) as to all or any
portion hereof which the holder hereof has elected to require the
Company to repurchase following a Change in Control during such
period, the receipt by the Company of the written notice of exercise
of such Repurchase Right, to convert the principal hereof or any
portion of such principal which is $1,000 or a multiple thereof, into
that number of shares of the Company's Common Stock, as said shares
shall be constituted at the date of conversion, obtained by dividing
the principal amount of this Note or portion thereof to be converted
by the conversion price of $6.875 per share or such conversion price
as adjusted from time to time as provided in the Indenture, upon
surrender of this Note, together with a conversion notice as provided
in the Indenture, to the Company at the office or agency of the
Company maintained for that purpose in New York, New York, and, unless
the shares issuable on conversion are to be issued in the same name as
this Note, duly endorsed by, or accompanied by instruments of transfer
in form satisfactory to the Company duly executed by, the holder or by
his duly authorized attorney.  No adjustments in respect of interest
or dividends will be made upon any conversion; provided, however, that
if this Note shall be surrendered for conversion during the period
from the close of business on any record date for the payment of
interest to the opening of business on the following interest payment
date (unless it or the portion being converted shall have been called
for redemption on a date in such period, in which case the payment
referred to in the next succeeding sentence shall not be required),
then, notwithstanding such conversion, the interest payable on such
succeeding interest payment date will be paid to the registered holder
of such Note on such record date.  In such event, such Note must be
accompanied by an amount, in funds acceptable to the Company, equal to
the interest payable on such interest payment date on the principal
amount being converted.  A Note converted on an interest payment date
need not be accompanied by any payment, and the interest on the
principal amount of the Note being converted will be paid on such
interest payment date to the registered holder of such Note on the
immediately preceding record date.  No fractional shares will be
issued upon any conversion, but an adjustment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of any Note or Notes
for conversion.

        Any Notes called for redemption, unless surrendered for
conversion on or before the close of business on the date fixed for
redemption, may be deemed to be purchased from the holder of such
Notes at an amount equal to the applicable redemption price, together
with accrued interest to the date fixed for redemption, by one or more
investment bankers or other purchasers who may agree with the Company
to purchase such Notes from the holders thereof and convert them into
Common Stock of the Company and to make payment for such Notes as
aforesaid to the Trustee in trust for such holders.

        Upon due presentment for registration of transfer of this
Note at the office or agency of the Company in New York, New York, a
new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee or transferees in
exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental
charge imposed in connection therewith.

        The Company, the Trustee, any paying agent, any conversion
agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Note
registrar), for the purpose of receiving payment hereof, or on account
hereof, for the conversion hereof and for all other purposes, and
neither the Company nor the Trustee nor any other paying agent nor any
other conversion agent nor any Note registrar shall be affected by any
notice to the contrary.  All payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums paid,
satisfy and discharge liability for monies payable on this Note.

        No recourse for the payment of the principal of or any
premium or interest on this Note, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

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

<PAGE>
                                 ABBREVIATIONS

        The following abbreviations, when used in the inscription of
the face of this Note, shall be construed as though they were written
out in full according to applicable laws or regulations:


TEN COM - as tenants in common       UNIF GIFT MIN ACT -
TEN ENT - as tenants by the          _________________________Custodian
          entireties                     (Cust)
JT TEN  - as joint tenants with      _________________________
          right of survivorship         (Minor)
          and not as tenants in
          common

                                     under Uniform Gifts to
                                     Minors Act  ________________________
                                                        (State)


Additional abbreviations may also be used though not in the above list.

<PAGE>
                        [FORM OF CONVERSION NOTICE]

                            CONVERSION NOTICE


To:  Unisys Corporation

        The undersigned registered holder of the enclosed Note
hereby irrevocably exercises the option to convert such Note, or the
portion thereof (which is $1,000 or a multiple thereof) below
designated, into shares of Common Stock of Unisys Corporation in
accordance with the terms of the Indenture referred to in such Note,
and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares
and any Notes representing any unconverted principal amount thereof,
be issued and delivered to the registered holder thereof unless a
different name has been indicated below.  If shares or any portion of
such Note not converted are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.  The enclosed Note is accompanied by any
amount required to be paid by the undersigned on account of interest
otherwise payable on an interest payment date as a result of the
receipt by the Company of this notice and the enclosed Note during the
period from the close of business on the record date for the payment
of interest on such interest payment date to the opening of business
on such interest payment date.

Dated:
                                       __________________________

                                       __________________________
                                              Signature(s)



If shares of Common Stock are to be
delivered, or Notes to be issued, other
than to and in the name of the
registered holder, signatures must be
guaranteed by an "eligible guarantor
institution" meeting the requirements
of the Note registrar, which
requirements include membership or
participation in STAMP or such other
"signature guarantee program" as may be
determined by such registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.



____________________________________
Signature Guarantee

<PAGE>
Fill in for registration of shares if
to be delivered, and Notes if to be
issued, other than to and in the name
of the registered holder:



_____________________________________
               (Name)


_____________________________________
           (Street Address)


_____________________________________
      (City, State and Zip Code)

Please print name and address


                                       Principal amount to be converted
                                             (if less than all):
                                                      $        ,000


                                       ------------------------------------
                                       Social Security or Other Tax-
                                       payer Identification Number

<PAGE>
                       [FORM OF REPURCHASE RIGHT NOTICE]

                            REPURCHASE RIGHT NOTICE


Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania,  19424

Attention:  __________________

The Bank of New York, as Trustee
101 Barclay Street
Floor 21 West
New York, NY  10286

Attention:  Corporate Trust Trustee Administration

        The undersigned registered holder of the enclosed Note, duly
endorsed for transfer, hereby irrevocably notifies you of the
undersigned's election to require Unisys Corporation to purchase on
__________ __, ____ (the "Repurchase Date") the enclosed Note, or the
portion thereof (which is $1,000 or a multiple thereof) below
designated, and directs Unisys Corporation to pay by check to the
registered holder of such Note (unless a different name is indicated
below) 100% of the principal amount of such Note plus accrued interest
to the Repurchase Date.


Principal amount
  to be repurchased
  (if less than all):  $_____,000

Person (other than regis-
  tered holder) to whom re-
  purchase price is to be sent:

Dated:

__________________________
    (Name)
__________________________

__________________________
   (Address)


                              UNISYS CORPORATION

                                     AND

                            THE BANK OF NEW YORK
                                   Trustee



                                  INDENTURE



                         Dated as of March 1, 1996



                       Subordinated Debt Securities

<PAGE>
        Reconciliation and Tie Between Trust Indenture Act of 1939
        ----------------------------------------------------------
                and Indenture dated as of March 1, 1996
                ---------------------------------------

Trust Indenture
  Act Section                                  Indenture Section

         310(a)(1)........................................609
            (a)(2)........................................609
            (a)(3).............................Not Applicable
            (a)(4).............................Not Applicable
            (b)...........................................608
                                                          610
         311(a)...........................................613
            (b)...........................................613
         312(a)...........................................701
                                                       702(a)
            (b)........................................702(b)
            (c)........................................702(c)
         313(a)........................................703(a)
            (b)........................................703(a)
            (c)........................................703(a)
            (d)........................................703(b)
         314(a)...........................................704
            (a)(4).......................................1005
            (b)................................Not Applicable
            (c)(1)........................................102
            (c)(2)........................................102
            (c)(3).............................Not Applicable
            (d)................................Not Applicable
            (e)...........................................102
         315(a)...........................................601
            (b)...........................................602
            (c)...........................................601
            (d)...........................................601
            (e)...........................................514
         316(a)...........................................101
            (a)(1)(A).....................................502
                                                          512
            (a)(1)(B).....................................513
            (a)(2).............................Not Applicable
            (b)...........................................508
            (c)........................................104(g)
         317(a)(1)........................................503
            (a)(2)........................................504
            (b)..........................................1003
         318(a)...........................................107
____________________
Note:     This reconciliation and tie shall not, for any purpose, be 
deemed to be a part of the Indenture.

<PAGE>
          INDENTURE dated as of March 1, 1996, between UNISYS 
CORPORATION, a Delaware corporation (the "Company"), having its 
principal executive office at Township Line and Union Meeting Roads, 
Blue Bell, Pennsylvania 19424 and THE BANK OF NEW YORK, a banking 
corporation organized and existing under the laws of the State of New 
York (the "Trustee").

                                  RECITALS

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

          Each party agrees as follows for the benefit of the other 
party and for the equal and ratable benefit of the respective Holders 
from time to time of Securities or of series thereof:

                                  ARTICLE I

                      Definitions and Other Provisions
                      --------------------------------
                          of General Application
                          ----------------------

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

          (1)      the terms defined in this Article have the meanings 
     assigned to them in this Article and include the plural as well 
     as the singular;
 
          (2)      all other terms used herein which are defined in the 
     Trust Indenture Act, either directly or by reference therein, 
     have the meanings assigned to them therein;
 
          (3)      all accounting terms not otherwise defined herein 
     have the meanings assigned to them in accordance with generally 
     accepted accounting principles, and, except as otherwise herein 
     expressly provided, the term "generally accepted accounting 
     principles" with respect to any computation required or permitted 
     hereunder shall mean such accounting principles as are generally 
     accepted at the date of such computation; and
 
         (4)      the words "herein", "hereof" and "hereunder" and 
     other words of similar import refer to this Indenture as a whole 
     and not to any particular Article, Section or other subdivision.

          Certain terms, used principally within an Article of this 
Indenture, may be defined in that Article.

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

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

          "Authenticating Agent" means any Person authorized by the 
Trustee pursuant to Section 614 to act on behalf of the Trustee to 
authenticate Securities of one or more series.

          "Authorized Newspaper" means a newspaper of general 
circulation in the place of publication, printed in the official 
language of the country of publication and customarily published on 
each Business Day, whether or not published on Saturdays, Sundays or 
holidays.  Whenever successive weekly publications in an Authorized 
Newspaper are authorized or required hereunder, they may be made 
(unless otherwise expressly provided herein) on the same or different 
days of the week and in the same or different Authorized Newspapers.

          "Bearer Security" means any Security in the form of a bearer 
security established pursuant to Section 301 which is payable to 
bearer and is not a Registered Security (including without limitation 
any Security in temporary or definitive global bearer form).

          "Board of Directors" means either the board of directors of 
the Company or any duly authorized committee of that board.

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

          "Business Day", when used with respect to any Place of 
Payment or place of publication, means each Monday, Tuesday, 
Wednesday, Thursday and Friday which is not a day on which banking 
institutions in that Place of Payment or place of publication are 
authorized or obligated by or pursuant to law, regulation or executive 
order to close or as specified for a series of Securities pursuant to 
Section 301 or as specified for any Security in such Security.

          "Common Stock" has the meaning specified in Section 1612.

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

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

          "Company Request", "Request of the Company", "Company Order" 
or "Order of the Company" means a written request or order signed in 
the name of the Company by its Chairman of the Board, its Vice 
Chairman of the Board, its President or a Vice President, and by its 
Treasurer, an Assistant Treasurer, its Controller, an Assistant 
Controller, its Secretary or an Assistant Secretary, and delivered to 
the Trustee.

          "Corporate Trust Office" means the office of the Trustee at 
which at any particular time its corporate trust business shall be 
administered, which office at the date hereof is that indicated in 
Section 105 of this Indenture.

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

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

          "Currency" means Dollars or Foreign Currency.

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

          "Depositary" means, with respect to the Securities of any 
series issuable or issued in whole or in part in the form of one or 
more Global Securities, the Person designated as Depositary by the 
Company pursuant to Section 301 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 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.

          "Euro-clear" means the operator of the Euro-clear System.

          "Event of Default" has the meaning specified in Section 501.

          "Foreign Currency" means a currency issued by the government 
of any country other than the United States or a composite currency or 
currency unit the value of which is determined by reference to the 
values of the currencies of any group of countries.

          "Global Security" or "global Security" means a Registered or 
Bearer Security evidencing all or part of a series of Securities 
issued to the Depositary for such series in accordance with Section 303.

          "Holder" or "holder" means, with respect to a Registered 
Security, the Person in whose name at the time a particular Registered 
Security is registered in the Security Register and, with respect to a 
Bearer Security and/or Coupon, the bearer thereof.

          "Indenture" means this instrument as originally executed or 
as it may from time to time be supplemented or amended by one or more 
indentures supplemental hereto entered into pursuant to the applicable 
provisions hereof, including, for all purposes of this instrument and 
any such supplemental indenture, the provisions of the Trust Indenture 
Act that are deemed to be a part of and govern this instrument and any 
such supplemental indenture, respectively.  The term "Indenture" shall 
also include the terms of particular series of Securities established 
as contemplated by Section 301.

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

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

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

          "Officers' Certificate" means a certificate signed by the 
Chairman of the Board, the Vice Chairman of the Board, the President 
or any Vice President, and by the Treasurer, the Controller, the 
Secretary or any Assistant Treasurer, Assistant Controller or 
Assistant Secretary, of the Company, and delivered to the Trustee.  
Each such Officers' Certificate shall contain the statements provided 
in Section 102, if applicable.

          "Opinion of Counsel" means a written opinion of counsel, who 
may be counsel for or an employee of the Company and who shall be 
acceptable to the Trustee.  Each Opinion of Counsel shall contain the 
statements provided in Section 102, if applicable.

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

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

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

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

               (3)     Securities which have been paid pursuant to 
     Section 306 or in exchange for or in lieu of which other 
     Securities have been authenticated and delivered pursuant to this 
     Indenture, other than any such Securities in respect of which 
     there shall have been presented to the Trustee proof satisfactory 
     to it that such Securities are held by a bona fide purchaser in 
     whose hands such Securities are valid obligations of the Company; and

               (4)     Securities which have been Discharged pursuant 
     to Section 403;


provided, however, that in determining whether the Holders of the 
requisite principal amount of the Outstanding Securities have given 
any request, demand, authorization, direction, notice, consent or 
waiver hereunder or whether a quorum is present at a meeting of 
Holders of Outstanding Securities or the number of votes entitled to 
be cast by each Holder of a Security in respect of such Security at 
any such meeting (A) 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 502, and (B) Securities owned by the Company or any other 
obligor upon the Securities or any Affiliate of the Company or of such 
other obligor shall be disregarded and deemed not to be Outstanding, 
except that, in determining whether the Trustee shall be protected in 
relying upon any such request, demand, authorization, direction, 
notice, consent or waiver, only Securities which the Trustee actually 
knows to be so owned shall be so disregarded.  Securities so owned 
which have been pledged in good faith may be regarded as Outstanding 
if the pledgee establishes to the satisfaction of the Trustee the 
pledgee's right so to act with respect to such Securities and that the 
pledgee is not the Company or any other obligor upon the Securities or 
any Affiliate of the Company or of such other obligor.

          "Paying Agent" means any Person authorized by the Company to 
pay the principal of (and premium, if any) or interest, if any, on any 
Securities on behalf of the Company.

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

          "Place of Payment", when used with respect to the Securities 
of any series, means the place or places where the principal of (and 
premium, if any) and interest, if any, on the Securities of that 
series are payable as specified in accordance with Section 301.

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

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

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

          "Registered Security" means any Security in the form of a 
registered security established pursuant to Section 301 which is 
registered in the Security Register as to principal and any interest 
(including without limitation any Security in temporary or definitive 
global registered form).

          "Regular Record Date" for the interest payable on any 
Interest Payment Date on the Registered Securities of any series means 
the date specified for that purpose as contemplated by Section 301, 
which date shall be, unless otherwise specified pursuant to Section 
301, the fifteenth day preceding such Interest Payment Date, whether 
or not such day shall be a Business Day.

          "Responsible Officer", when used with respect to the 
Trustee, means the chairman or any vice chairman of the board of 
directors, the chairman or any vice chairman of the executive 
committee of the board of directors, the chairman of the trust 
committee, the president, any vice president, the secretary, any 
assistant secretary, the treasurer, any assistant treasurer, the 
cashier, any assistant cashier, any trust officer or assistant trust 
officer, the controller or any assistant controller or any other 
officer of the Trustee customarily performing functions similar to 
those performed by any of the above designated officers and also 
means, with respect to a particular corporate trust matter, any other 
officer to whom such matter is referred because of his knowledge of 
and familiarity with the particular subject.

          "Securities" has the meaning stated in the first recital of 
this Indenture and more particularly means any Securities 
authenticated and delivered under this Indenture.

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

          "Senior Indebtedness" has the meaning specified in Section 1512.

          "Special Record Date" for the payment of any Defaulted 
Interest means a date fixed by the Trustee pursuant to Section 307.

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

          "Subsidiary" means any corporation at least a majority of 
the outstanding voting stock of which shall at the time be owned, 
directly or indirectly, by the Company or by one or more Subsidiaries 
or by the Company and one or more Subsidiaries.  For the purposes of 
this definition, "voting stock", as applied to the stock (or the 
equivalent thereof, in the case of corporations incorporated outside 
the continental limits of the United States) of any corporation, means 
stock (or such equivalent) of any class or classes, however 
designated, having ordinary voting
power for the election of at least a majority of the members of the 
board of directors (or other governing body) of such corporation, 
other than stock (or such equivalent) having such power only by reason 
of the happening of a contingency.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939, 
as amended, as in force at the date as of which this instrument was 
executed; provided, however, that in the event the Trust Indenture Act 
of 1939 is amended after such date, "Trust Indenture Act" means, to 
the extent required by any such amendment, the Trust Indenture Act of 
1939 as so amended.

          "United States" means the United States of America 
(including the States and the District of Columbia), its territories, 
its possessions, the Commonwealth of Puerto Rico and other areas 
subject to its jurisdiction.

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

          "Yield to Maturity", when used with respect to any Original 
Issue Discount Security, means the annual yield to maturity, if any, 
set forth on the face thereof.

          SECTION 102.  Compliance Certificates and Opinions.  Upon 
any application or request by the Company to the Trustee to take any 
action under any provision of this Indenture, the Company shall 
furnish to the Trustee an Officers' Certificate stating that all 
conditions precedent, if any, provided for in this Indenture relating 
to the proposed action have been complied with and an Opinion of 
Counsel stating that in the opinion of such counsel all such 
conditions precedent, if any, have been complied with, except that in 
the case of any such application or request as to which the furnishing 
of such documents is specifically required by any provision of this 
Indenture relating to such particular application or request, no 
additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with 
a condition or covenant provided for in this Indenture, except the 
certificate of destruction pursuant to Section 309, shall include

          (5)      a statement that each individual signing such 
     certificate or opinion has read such covenant or condition and 
     the definitions herein relating thereto;
 
          (6)      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;
 
          (7)      a statement that, in the opinion of each such 
     individual, 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
 
          (8)      a statement as to whether, in the opinion of each 
     such individual, such condition or covenant has been complied with.

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

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

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

          SECTION 104.  Acts of Holders; Record Dates.  (a) Any 
request, demand, authorization, direction, notice, consent, waiver or 
other action provided by this Indenture to be given or taken by 
Holders may be embodied in and evidenced by one or more instruments of 
substantially similar tenor signed by such Holders in person or by 
agent duly appointed in writing.  If Securities of a series are 
issuable as Bearer Securities, any request, demand, authorization, 
direction, notice, consent, waiver or other action provided by this 
Indenture to be given or taken by Holders of such series may, 
alternatively, be embodied in and evidenced by the record of Holders 
of Securities of such series voting in favor thereof, either in person 
or by proxies duly appointed in writing, at any meeting of Holders of 
Securities of such series duly called and held in accordance with the 
provisions of Article XIII, or a combination of such instruments and 
any such record.  Except as herein otherwise expressly provided, such 
action shall become effective when such instrument or instruments are 
delivered to the Trustee and, where it is hereby expressly required, 
to the Company.  Such instrument or instruments (and the action 
embodied therein and evidenced thereby) are herein sometimes referred 
to as the "Act" of the Holders signing such instrument or instruments 
or so voting at any such meeting.  Proof of execution of any such 
instrument or of a writing appointing any such agent shall be 
sufficient for any purpose of this Indenture and (subject to Section 
601) conclusive in favor of the Trustee and the Company, if made in 
the manner provided in this Section.  The record of any meeting of 
Holders of Securities shall be proved in the manner provided in 
Section 1306.

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

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

          (d)     The fact and date of execution of any such 
instrument or writing pursuant to clause (c) above, the authority of 
the Person executing the same and the principal amount and serial 
numbers of Bearer Securities held by the Person so executing such 
instrument or writing and the date of holding the same may also be 
proved in any other manner which the Trustee deems sufficient; and the 
Trustee may in any instance require further proof with respect to any 
of the matters referred to in this clause.

          (e)     The principal amount and serial numbers of 
Registered Securities held by any Person and the date of holding the 
same shall be proved by the Security Register. 

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

          (g)     If the Company shall solicit from the Holders any 
request, demand, authorization, direction, notice, consent, waiver or 
other Act, or in the circumstances permitted by the Trust Indenture 
Act, the Company may, at its option, by or pursuant to a Board 
Resolution, fix in advance a record date for the determination of 
Holders entitled to give such request, demand, authorization, 
direction, notice, consent, waiver or other Act, but the Company shall 
have no obligation to do so.  Where the Company does not fix a record 
date prior to the first solicitation of a Holder made by any Person in 
respect of any such Act, the record date for any such Act shall be the 
30th day (or, if later, the date of the most recent list of Holders 
required to be provided pursuant to Section 701) prior to such first 
solicitation.  With regard to any record date, any request, demand, 
authorization, direction, notice, consent, waiver or other Act may be 
given before or after such record date, but only the Holders of record 
at the close of business on such record date shall be deemed to be 
Holders for the purposes of determining whether Holders of the 
requisite proportion of Outstanding Securities have authorized or 
agreed or consented to such request, demand, authorization, direction, 
notice, consent, waiver or other Act, and for that purpose the 
Outstanding Securities shall be computed as of such record date; 
provided that no such authorization, agreement or consent by the 
Holders on such record date shall be deemed effective unless it shall 
become effective pursuant to the provisions of this Indenture not 
later than six months after the record date.

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

          (1)     the Trustee by any Holder or by the Company shall be 
     made, given, furnished or filed in writing to or with the Trustee 
     at its Corporate Trust Office, which at the date hereof is 
     located at 101 Barclay Street, Floor 21 West, New York, New York 
     10286, and unless otherwise herein expressly provided, any such 
     document shall be deemed to be sufficiently made, given, 
     furnished or filed upon its receipt by a Responsible Officer of 
     the Trustee, or 

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

          SECTION 106.  Notice to Holders; Waiver.  Where this 
Indenture provides for notice to Holders of any event:
 
               (1)     if any of the Securities affected by such event 
     are Registered Securities, such notice shall be sufficiently 
     given (unless otherwise herein expressly provided) if in writing 
     and mailed, first-class postage prepaid, to each Holder affected 
     by such event, at his address as it appears in the Security 
     Register, within the time prescribed for the giving of such 
     notice, and

               (2)     if any of the Securities affected by such event 
     are Bearer Securities, such notice shall be sufficiently given 
     (unless otherwise herein expressly provided or unless otherwise 
     specified in such Securities) if published twice in an Authorized 
     Newspaper in New York City and if Securities of such series are 
     then listed on the International Stock Exchange of the United 
     Kingdom and the Republic of Ireland Limited or the Luxembourg 
     Stock Exchange or any other exchange located outside the United 
     States and such stock exchange shall so require, in an Authorized 
     Newspaper in London or Luxembourg or in such other city or cities 
     specified pursuant to Section 301 or in any Security.

          In case by reason of the suspension of regular mail service 
or by reason of any other cause it shall be impracticable to give 
notice to Holders by mail, then such notification as the Company shall 
direct the Trustee in writing to give shall constitute a sufficient 
notification for every purpose hereunder.  In any case where notice to 
Holders is given by mail, neither the failure to mail such notice, nor 
any defect in any notice so mailed, to any particular Holder shall 
affect the sufficiency of such notice with respect to other Holders.

          In case by reason of the suspension of publication of any 
Authorized Newspaper or Authorized Newspapers or by reason of any 
other cause it shall be impracticable to publish any notice to Holders 
of Bearer Securities as provided above, then such notification to 
Holders of Bearer Securities as the Company shall direct the Trustee 
in writing to give shall constitute sufficient notice to such Holders 
for every purpose hereunder.

          Neither the failure to give notice by publication to Holders 
of Bearer Securities as provided above, nor any defect in any notice 
so published, shall affect the sufficiency of any notice to Holders of 
Registered Securities given as provided herein.

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

          SECTION 107.  Conflict with Trust Indenture Act.  This 
Indenture is subject to, and shall be governed by, the provisions of 
the Trust Indenture Act that are required to be a part of this 
Indenture.  If any provision hereof limits, qualifies or conflicts 
with a provision of the Trust Indenture Act that is required under 
such Act to be a part of and govern this Indenture, the latter 
provision shall control.  If any provision of this Indenture modifies 
or excludes any provision of the Trust Indenture Act that may be so 
modified or excluded, the latter provision shall be deemed to apply to 
this Indenture as so modified or to be excluded, as the case may be.

          SECTION 108.  Effect of Headings and Table of Contents.  The 
Article and Section headings herein and the Table of Contents are for 
convenience only and shall not affect the construction hereof.

          SECTION 109.  Successors and Assigns.  All covenants and 
agreements in this Indenture by the Company shall bind its successors 
and assigns, whether so expressed or not.

          SECTION 110.  Separability Clause.  In case any provision in 
this Indenture or in the Securities shall be invalid, illegal or 
unenforceable, the validity, legality and enforceability of the 
remaining provisions shall not in any way be affected or impaired 
thereby.

          SECTION 111.  Benefits of Indenture.  Nothing in this 
Indenture or in the Securities or Coupons, express or implied, shall 
give to any Person, other than the parties hereto, any Security 
Registrar, any Paying Agent and their successors hereunder, the 
Holders and the holders of Senior Indebtedness, any benefit or any 
legal or equitable right, remedy or claim under this Indenture.

          SECTION 112.  Governing Law.  This Indenture and the 
Securities and Coupons shall be governed by and construed in 
accordance with the laws of the State of New York, without regard to 
conflicts of laws principles thereof.

          SECTION 113.  Legal Holidays.  Except as otherwise specified 
as contemplated by Section 301, in any case where any Interest Payment 
Date, Redemption Date or Stated Maturity of any Security shall not be 
a Business Day at any Place of Payment, then (notwithstanding any 
other provision of this Indenture or of the Securities or Coupons, if 
any) payment of interest or principal (and premium, if any) need not 
be made at such Place of Payment on such date, but may be made on the 
next succeeding Business Day at such Place of Payment with the same 
force and effect as if made on the Interest Payment Date or Redemption 
Date, or at the Stated Maturity, provided that no interest shall 
accrue for the period from and after such Interest Payment Date, 
Redemption Date or Stated Maturity, as the case may be, to the next 
succeeding Business Day at such Place of Payment.

          SECTION 114.  Language of Notices, Etc.  Any request, 
demand, authorization, direction, notice, consent or waiver required 
or permitted under this Indenture shall be in the English language, 
except that any published notice may be in an official language of the 
country of publication.

          SECTION 115.  Counterparts.  This Indenture may be executed 
in any number of counterparts, each of which so executed shall be 
deemed to be an original, but all such counterparts shall together 
constitute but one and the same instrument.

                                  ARTICLE II

                                Security Forms
                                --------------

          SECTION 201.  Forms Generally.  The Securities of each 
series and the Coupons, if any, to be attached thereto shall be in 
substantially the forms as shall be established by or pursuant to a 
Board Resolution or in one or more indentures supplemental hereto, in 
each case with such appropriate insertions, omissions, substitutions 
and other variations as are required or permitted by this Indenture, 
and may have such letters, numbers or other marks of identification 
and such legends or endorsements placed thereon as may be required to 
comply with any law or with any rule or regulation made pursuant 
thereto or with the rules of any securities exchange or as may, 
consistently herewith, be determined by the officers executing such 
Securities and Coupons, if any, as evidenced by their execution of the 
Securities and Coupons, if any.  If the form of Securities of any 
series is established by or by action taken pursuant to a Board 
Resolution, a copy of the Board Resolution together with an 
appropriate record of any action taken pursuant thereto, which Board 
Resolution or record of such action shall have attached thereto a true 
and correct copy of the forms of Security approved by or pursuant to 
such Board Resolution, shall be certified by the Secretary or an 
Assistant Secretary of the Company and delivered to the Trustee at or 
prior to the delivery of the Company Order contemplated by Section 303 
for the authentication and delivery of such Securities.

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

          SECTION 202.  Form of Trustee's Certificate of 
Authentication.  The Trustee's certificate of authentication shall be 
in substantially the following form:

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

                              THE BANK OF NEW YORK,
                              as Trustee


                              By _______________________________
                                 Authorized Signatory



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

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

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

          Notwithstanding the provisions of Section 308 and except as 
provided in the preceding paragraph, the Company, the Trustee and any 
agent of the Company and the Trustee shall treat a Person as the 
Holder of such principal amount of Outstanding Securities represented 
by a definitive global Security as shall be specified in a written 
statement of the Holder of such definitive global Security or, in the 
case of a definitive global Security in bearer form, of Euro-clear or 
CEDEL S.A. which is produced to the Trustee by such Person.

                                  ARTICLE III

                                 The Securities
                                 --------------

          SECTION 301.  Amount Unlimited; Issuable in Series.  The 
aggregate principal amount of Securities which may be authenticated 
and delivered under this Indenture is unlimited.

          The Securities may be issued from time to time in one or 
more series.  There shall be established in or pursuant to a Board 
Resolution, and set forth in an Officers' Certificate, or established 
in one or more indentures supplemental hereto, prior to the issuance 
of Securities of any series, 

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

          (2)     any limit upon the aggregate principal amount of the 
     Securities of the series which may be authenticated and delivered 
     under this Indenture (except for Securities authenticated and 
     delivered upon registration of transfer of, or in exchange for, 
     or in lieu of, other Securities of the series pursuant to Section 
     304, 305, 306, 906 or 1107 and except for any Securities which, 
     pursuant to Section 303, are deemed never to have been 
     authenticated and delivered hereunder);

          (3)     the date or dates on which the principal of (and 
     premium, if any, on) any of the Securities of the series are 
     payable or the method of determination thereof and the amount or 
     amounts of any installment of principal payable on such dates;

          (4)     the rate or rates, or the method of determination 
     thereof, at which any of the Securities of the series shall bear 
     interest, if any, the date or dates from which such interest 
     shall accrue, the Interest Payment Dates on which such interest 
     shall be payable and the Regular Record Date for the interest 
     payable on any Registered Securities on any Interest Payment Date;

          (5)     the place or places where the principal of (and 
     premium, if any) and interest, if any, on any of the Securities 
     and Coupons, if any, of the series shall be payable and the 
     office or agency for the Securities of the series maintained by 
     the Company pursuant to Section 1002;

          (6)     the period or periods within which, the price or 
     prices at which and the terms and conditions upon which any of 
     the Securities and any Coupons of the series may be redeemed, in 
     whole or in part, at the option of the Company;

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

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

          (9)     if other than Dollars, the Foreign Currency or 
     Currencies in which Securities of the series shall be 
     denominated, or in which payment of the principal of (and 
     premium, if any) and/or interest on the Securities may be made, 
     the particular provisions applicable thereto, and, if applicable, 
     the amount of Securities of the series which entitles the Holder 
     of a Security of the series to one vote for purposes of Section 1305;

          (10)     if the principal of (and premium, if any) or 
     interest on Securities of a series are to be payable, at the 
     election of the Company or a Holder thereof, in a Currency or 
     Currencies other than that or those in which the Securities are 
     denominated or payable without such election, the Currency or 
     Currencies in which the Securities are to be paid if such 
     election is made, the periods within which and the terms and 
     conditions upon which such election is to be made and the time 
     and manner of determining the exchange rate or rates between the 
     Currency or Currencies in which the Securities are denominated or 
     payable without such election and the Currency or Currencies in 
     which the Securities are to be paid if such election is made;

          (11)     if the amount of payments of principal of (and 
     premium, if any) or interest on the Securities of the series may 
     be determined with reference to an index, including, but not 
     limited to, an index based on a Currency or Currencies other than 
     that in which the Securities are denominated or payable, or any 
     other type of index, the manner in which such amounts shall be 
     determined;

          (12)     if the Securities of the series are denominated or 
     payable in a Foreign Currency, any other terms concerning the 
     payment of principal of (and premium, if any) or any interest on 
     such Securities (including the Currency or Currencies of payment 
     thereof);

          (13)     if payments of principal of (and premium, if any) 
     or interest on the Securities of the series are to be made in a 
     Currency other than the Currency in which such Securities are 
     denominated, the manner in which the exchange rate with respect 
     to such payments shall be determined;

          (14)     if other than the principal amount thereof, the 
     portion of the principal amount of any of the Securities of the 
     series which shall be payable upon declaration of acceleration of 
     the Maturity thereof pursuant to Section 502;
 
          (15)     the application, if any, of Section 403, or such 
     other means of satisfaction and discharge as may be specified for 
     the Securities and Coupons, if any, for a series; 

          (16)     any deletions or modifications of or additions to 
     the Events of Default set forth in Section 501 or covenants of 
     the Company set forth in Article X pertaining to the Securities 
     of the series;

          (17)     the forms of the Securities and Coupons, if any, of 
     the series; 

          (18)     whether the Securities of the series are to be 
     issued as Registered Securities or Bearer Securities (with or 
     without Coupons), or a combination thereof, whether Bearer 
     Securities may be exchanged for Registered Securities of the 
     series and whether Registered Securities may be exchanged for 
     Bearer Securities of the series (if permitted by applicable laws 
     and regulations) and the circumstances under which and the place 
     or places where any such exchanges, if permitted, may be made; 
     and whether any Securities of the series are to be issuable 
     initially in temporary global form and whether any Securities of 
     the series are to be issuable in definitive global form with or 
     without coupons and, if so, whether beneficial owners of 
     interests in any such definitive global Security may exchange 
     such interests for Securities of such series and of like tenor of 
     any authorized form and denomination and the circumstances under 
     which and the place or places where any such exchanges may occur, 
     if other than in the manner provided in Section 305;

          (19)     whether and under what circumstances and with what 
     procedures and documentation the Company will pay additional 
     amounts on any of the Securities and Coupons, if any, of the 
     series to any Holder who is not a United States person (including 
     a definition of such term), in respect of any tax, assessment or 
     other governmental charge withheld or deducted from a payment 
     thereon and, if so, whether the Company will have the option to 
     redeem such Securities rather than pay additional amounts (and 
     the terms of any such option);

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

          (21)     whether the Securities of the series shall be 
     issued in whole or in part in the form of one or more Global 
     Securities and, in such case, the Depositary for such Global 
     Security or Securities;

          (22)     the obligation, if any, of the Company to permit 
     the conversion of Securities of the series into Common Stock and 
     the terms and conditions upon which such conversion shall be 
     effected (including, without limitation, the initial conversion 
     price or rate, the conversion period and any other provision in 
     addition to or in lieu of those set forth herein relative to such 
     obligation); and

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

          All Securities of any one series and the Coupons 
appertaining to any Bearer Securities of such series shall be 
substantially identical except as to denomination, the rate or rates 
of interest, if any, and the Maturity and except as may otherwise be 
provided in or pursuant to the Board Resolution referred to above and 
(subject to Section 303) set forth in the Officers' Certificate 
referred to above or in any such indenture supplemental hereto. 

          At the option of the Company, interest on the Registered 
Securities of any series that bears interest may be paid by mailing a 
check to the address of any Holder as such address shall appear in the 
Security Register or by wire transfer to an account designated by the 
Holder.

          If any of the terms of the Securities of any series are 
established by action taken pursuant to a Board Resolution, a copy of 
an appropriate record of such action together with such Board 
Resolution shall be certified by the Secretary or an Assistant 
Secretary of the Company and delivered to the Trustee at or prior to 
the delivery of the Officers' Certificate setting forth the terms of 
the Securities of such series.

          SECTION 302.  Denominations.  The Securities of each series 
shall be issuable in such denominations as shall be specified as 
contemplated by Section 301.  In the absence of any such provisions 
with respect to the Securities of any series, the Securities of such 
series shall be issuable in denominations of $1,000 and in any 
integral multiple thereof.  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 Company executing the 
same may determine with the approval of the Trustee.

          SECTION 303.  Execution, Authentication, Delivery and 
Dating.  The Securities shall be executed in the name and on behalf of 
the Company by manual or facsimile signatures of its Chairman of the 
Board, its Vice Chairman of the Board, its President or any of its 
Vice Presidents, under its corporate seal reproduced thereon attested 
by the manual or facsimile signature of its Secretary or one of its 
Assistant Secretaries.  Any Coupons shall be executed on behalf of the 
Company by the manual or facsimile signature of any such officer of 
the Company.

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

          At any time and from time to time after the execution and 
delivery of this Indenture, the Company may deliver Securities of any 
series, together with any Coupons appertaining thereto, executed by 
the Company to the Trustee for authentication, together with a Company 
Order for the authentication and delivery of such Securities, and the 
Trustee in accordance with the Company Order shall authenticate and 
deliver such Securities; provided, however, that, in connection with 
the sale of a Bearer Security during the "restricted period" as 
defined in United States Treasury regulation section 1.163-
5(c)(2)(i)(D)(7), no Bearer Security shall be mailed or otherwise 
delivered to any location in the United States; and provided, further, 
that a definitive Bearer Security sold during the restricted period 
may be delivered only outside the United States and only if the Person 
entitled to receive such definitive Bearer Security shall have 
furnished a certificate in the form set forth in Exhibit A.1 to this 
Indenture, dated no earlier than 15 days prior to the earlier of the 
date on which such definitive Bearer Security is delivered and the 
date on which any temporary Bearer Global Security first becomes 
exchangeable for such definitive Bearer Security in accordance with 
the terms of such temporary Security and this Indenture.  Except as 
permitted by Section 306, the Trustee shall not authenticate and 
deliver any Bearer Security unless all appurtenant Coupons for 
interest then matured have been detached and canceled.

          If all the Securities of a series are not to be originally 
issued at one time, and if the Board Resolution, Officers' Certificate 
or supplemental indenture establishing such series shall so permit, 
such Company Order may set forth procedures acceptable to the Trustee 
for the issuance of such Securities and the determination of the terms 
of particular Securities of such series such as interest rate or rates 
(or the method in which such rate or rates are to be determined), if 
any, Stated Maturity, date of issuance and date from which interest, 
if any, shall accrue.

          If the forms or terms of the Securities of the series and 
any related Coupons have been established by or pursuant to one or 
more Board Resolutions as permitted by Sections 201 and 301, 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 601) 
shall be fully protected in relying upon, an opinion of Counsel 
stating:

          (1)     if the forms of such Securities and any Coupons have 
     been established by or pursuant to a Board Resolution as permitted by 
     Section 201, that such forms have been established in conformity with 
     the provisions of this Indenture;

          (2)     if the terms of such Securities and any Coupons have 
     been established by or pursuant to a Board Resolution as 
     permitted by Section 301, that such terms have been established 
     in conformity with the provisions of this Indenture; 

          (3)     that such Securities, when authenticated and 
     delivered by the Trustee and issued by the Company in the manner 
     and subject to any conditions specified in such Opinion of 
     Counsel, will constitute valid and legally binding obligations of 
     the Company, enforceable in accordance with their terms, subject 
     to bankruptcy, insolvency, reorganization and other laws of 
     general applicability relating to or affecting the enforcement of 
     creditors' rights and to general equity principles; and

          (4)     that all laws and requirements in respect of the 
     execution and delivery by the Company of such Securities have 
     been complied with.

          Notwithstanding the provisions of Section 301 and of the 
preceding paragraph, if all Securities of a series are not to be 
originally issued at one time, it shall not be necessary to deliver 
the Officers' Certificate otherwise required pursuant to Section 301 
or the Company Order and Opinion of Counsel otherwise required 
pursuant to such preceding paragraph at or prior to the time of 
authentication of each Security of such series if such documents are 
delivered at or prior to the authentication upon original issuance of 
the first Security of such series to be issued.

          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 or if the Trustee in good faith shall determine that such action 
would expose the Trustee to personal liability to existing Holders.

          Each Registered Security shall be dated the date of its 
authentication; and each Bearer Security and any Bearer Security in 
global form shall be dated as of the date of original issuance of the 
first Security of such series to be issued.

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

          If the Company shall establish pursuant to Section 301 that 
the Securities of a series are to be issued in whole or in part in the 
form of a Global Security, then the Company shall execute and the 
Trustee shall in accordance with this Section and the Company Order 
with respect to such series authenticate and deliver the Global 
Security that (1) shall represent and shall be denominated in an 
aggregate amount equal to the aggregate principal amount of 
Outstanding Securities of such series to be represented by the Global 
Security, (2) shall be registered, if in registered form, in the name 
of the Depositary for such Global Security or the nominee of such 
Depositary, (3) shall be delivered by the Trustee to such Depositary 
or pursuant to such Depositary's instruction, and (4) shall bear a 
legend substantially to the following effect: "Unless and until this 
Security is exchanged in whole or in part for Securities in definitive 
form, this Security may not be transferred except as a whole by the 
Depositary to a nominee of the Depositary or by a nominee of the 
Depositary to the Depositary or another nominee of the Depositary or 
by the Depositary or any such nominee to a successor Depositary or a 
nominee of such successor Depositary" or to such other effect as the 
Depositary and the Trustee may agree.

          Each Depositary designated pursuant to Section 301 for a 
Global Security in registered form 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.  The Trustee shall 
have no responsibility to determine if the Depositary is so 
registered.

          SECTION 304.  Temporary Securities.  Pending the preparation 
of definitive Securities of any series, the Company may execute, and 
upon Company Order the Trustee shall authenticate and deliver, 
temporary Securities which are printed, lithographed, typewritten, 
mimeographed or otherwise produced, in any authorized denomination, 
substantially of the tenor of the definitive Securities in lieu of 
which they are issued, (1) in registered form or (2) in bearer form, 
with one or more Coupons or without Coupons, and with such appropriate 
insertions, omissions, substitutions and other variations as the 
officers executing such Securities may determine, as evidenced 
conclusively by their execution of such Securities.  Such temporary 
Securities may be (in the case of Registered Securities) and shall be 
(in the case of Bearer Securities) in global form.

          Except in the case of temporary Global Securities in bearer 
form (which are exchangeable for definitive Bearer Securities in 
accordance with the provisions of the following paragraphs), if 
temporary Securities of any series are issued, the Company will cause 
definitive Securities of that series to be prepared without 
unreasonable delay.  After the preparation of definitive Securities of 
such series, the temporary Securities of such series shall be 
exchangeable for definitive Securities of such series upon surrender 
of the temporary Securities of such series at the office or agency of 
the Company maintained pursuant to Section 1002 in a Place of Payment 
for such series for the purpose of exchanges of Securities of such 
series, without charge to the Holder.  Upon surrender for cancellation 
of any one or more temporary Securities of any series (accompanied by 
any unmatured Coupons appertaining thereto) the Company shall execute 
and the Trustee shall authenticate and deliver in exchange therefor a 
like aggregate principal amount of definitive Securities of the same 
series and of like tenor and authorized denominations; provided, 
however, that no definitive Bearer Security shall be delivered in 
exchange for a temporary Registered Security; and provided, further, 
that a definitive Bearer Security (including a definitive Bearer 
Security in global form) shall be delivered in exchange for a 
temporary Bearer Security only in compliance with the conditions set 
forth in Section 303.

          If temporary Global Securities in bearer form of any series 
are issued, any such temporary global Securities in bearer form shall, 
unless otherwise provided therein, be delivered to the London office 
of a Depositary (the "Common Depositary"), for the benefit of Euro-
clear and CEDEL, S.A., for credit to the respective accounts of the 
beneficial owners of such Securities (or to such other accounts as 
they may direct).

          Without unnecessary delay but in any event not later than 
the date specified in, or determined pursuant to the terms of, any 
such temporary global Security in bearer form (the "Exchange Date"), 
the Company shall deliver to the Trustee definitive Securities, in 
aggregate principal amount equal to the principal amount of such 
temporary global Security in bearer form, executed by the Company.  On 
or after the Exchange Date, such temporary global Security in bearer 
form shall be surrendered by the Common Depositary to the Trustee, as 
the Company's agent for such purpose, to be exchanged, in whole or 
from time to time in part, for definitive Securities without charge 
and the Trustee shall authenticate and deliver, in exchange for each 
portion of such temporary global Security in bearer form, an equal 
aggregate principal amount of definitive Securities of the same series 
of authorized denominations and of like tenor as the portion of such 
temporary global Security in bearer form to be exchanged.  The 
definitive Securities to be delivered in exchange for any such 
temporary global Security in bearer form shall be in bearer form, 
registered form, definitive global form (registered or bearer), or a 
combination thereof, as specified as contemplated by Section 301, and, 
if a combination thereof is so specified, as requested by the 
beneficial owner thereof; provided, however, that, unless otherwise 
specified in such temporary global Security in bearer form, upon such 
presentation by the Common Depositary, such temporary global Security 
in bearer form shall be accompanied by a certificate dated the 
Exchange Date or a subsequent date and signed by Euro-clear as to the 
portion of such temporary global Security in bearer form held for its 
account then to be exchanged and a certificate dated the Exchange Date 
or a subsequent date and signed by CEDEL S.A. as to the portion of 
such temporary global Security in bearer form held for its account 
then to be exchanged, each in the form set forth in Exhibit A.2 to 
this Indenture; and provided, further, that definitive Bearer 
Securities shall be delivered in exchange for a portion of a temporary 
global Security in bearer form only in compliance with the 
requirements of Section 303.

          Unless otherwise specified in such temporary global Security 
in bearer form, the interest of a beneficial owner of Securities of a 
series in a temporary global Security in bearer form shall be 
exchanged for definitive Securities of the same series and of like 
tenor following the Exchange Date when the beneficial owner instructs 
Euro-clear or CEDEL S.A., as the case may be, to request such exchange 
on his behalf and delivers to Euro-clear or CEDEL S.A., as the case 
may be, a certificate in the form set forth in Exhibit A.1 of this 
Indenture, dated no earlier than 15 days prior to the Exchange Date, 
copies of which certificate shall be available from the offices of 
Euro-clear, CEDEL S.A., the Trustee, any Authenticating Agent 
appointed for such series of Securities and any Paying Agent appointed 
for such series of Securities.

          Unless otherwise specified in such temporary global Security 
in bearer form, any such exchange shall be made free of charge to the 
beneficial owners of such temporary global Security in bearer form, 
except that a Person receiving definitive Securities must bear the 
cost of insurance, postage, transportation and the like in the event 
that such Person does not take delivery of such definitive Securities 
in person at the offices of Euro-clear or CEDEL S.A.  The definitive 
Securities in bearer form to be delivered in exchange for any portion 
of a temporary global Security in bearer form shall be delivered only 
outside the United States.

          Until exchanged in full as hereinabove provided, the 
temporary Securities of any series shall in all respects be entitled 
to the same benefits under this Indenture as definitive Securities of 
the same series and of like tenor authenticated and delivered 
hereunder, except that, unless otherwise specified as contemplated by 
Section 301, interest payable on a temporary global Security in bearer 
form on an Interest Payment Date for Securities of such series 
occurring prior to the applicable Exchange Date shall be payable to 
Euro-clear and CEDEL S.A. on such Interest Payment Date upon delivery 
by Euro-clear and CEDEL S.A. to the Trustee of a certificate or 
certificates in the form set forth in Exhibit A.2 to this Indenture, 
for credit without further interest on or after such Interest Payment 
Date to the respective accounts of the Persons who are the beneficial 
owners of such temporary global Security in bearer form (or to such 
other accounts as they may direct) on such Interest Payment Date and 
who have each delivered to Euro-clear or CEDEL S.A., as the case may 
be, a certificate in the form set forth in Exhibit A.1 to this 
Indenture.  Any interest so received by Euro-clear and CEDEL S.A. and 
not paid as herein provided shall be returned to the Trustee 
immediately prior to the expiration of two years after such Interest 
Payment Date in order to be repaid to the Company in accordance with 
Section 1003.

          SECTION 305.  Registration, Registration of Transfer and 
Exchange.  The Company shall cause to be kept at an office or agency 
to be maintained by the Company in accordance with Section 1002 a 
register (being the combined register of the Security Registrar and 
all transfer agents designated pursuant to Section 1002 for the 
purpose of registration of transfer of Securities and sometimes 
collectively referred to as the "Security Register") in which, subject 
to such reasonable regulations as it may prescribe, the Company shall 
provide for the registration of Registered Securities and the 
registration of transfers of Registered Securities.  The Trustee is 
hereby appointed "Security Registrar" for the purpose of registering 
Registered Securities and transfers of Registered Securities as herein 
provided.

          Upon surrender for registration of transfer of any 
Registered Security of any series at the office or agency of the 
Company maintained pursuant to Section 1002 for such purpose in a 
Place of Payment for such series, the Company shall execute, and the 
Trustee shall authenticate and deliver, in the name of the designated 
transferee or transferees, one or more new Registered Securities of 
the same series of any authorized denominations and of a like 
aggregate principal amount and tenor.

          At the option of the Holder, Registered Securities of any 
series (except a Global Security representing all or a portion of the 
Securities of such series) may be exchanged for other Registered 
Securities of the same series of any authorized denominations and of a 
like aggregate principal amount and tenor, upon surrender of the 
Registered Securities to be exchanged at any such office or agency.  
Whenever any Registered Securities are so surrendered for exchange, 
the Company shall execute, and the Trustee shall authenticate and 
deliver, the Registered Securities which the Holder making the 
exchange is entitled to receive.  Bearer Securities may not be issued 
in exchange for Registered Securities.

          The Company may establish pursuant to Section 301 that, at 
the option of the Holder (subject to Section 303), Bearer Securities 
of any series may be exchanged for Registered Securities of the same 
series of any authorized denominations and of a like aggregate 
principal amount and tenor, upon surrender of the Bearer Securities to 
be exchanged at any such office or agency, with all unmatured Coupons 
and all matured Coupons in default thereto appertaining.  If the 
Holder of a Bearer Security is unable to produce any such unmatured 
Coupon or Coupons or matured Coupon or Coupons in default, such 
exchange may be effected if the Bearer Securities are accompanied by 
payment in funds acceptable to the Company in an amount equal to the 
face amount of such missing Coupon or Coupons, or the surrender of 
such missing Coupon or Coupons may be waived by the Company and the 
Trustee if there is furnished to each of them such security or 
indemnity as each may require to save each of them and any Paying 
Agent harmless.  If thereafter the Holder of such Security shall 
surrender to any Paying Agent any such missing Coupon in respect of 
which such a payment shall have been made, such Holder shall be 
entitled to receive the amount of such payment; provided, however, 
that, except as otherwise provided in Section 1002, interest 
represented by Coupons shall be payable only upon presentation and 
surrender of those Coupons at an office or agency located outside the 
United States.  Notwithstanding the foregoing, in case a Bearer 
Security of any series is surrendered at any such office or agency in 
exchange for a Registered Security of the same series and like tenor 
after the close of Business at such office or agency on (1) any 
Regular Record Date and before the opening of business at such office 
or agency on the relevant Interest Payment Date, or (2) any Special 
Record Date and before the opening of business at such office or 
agency on the related proposed date for payment of Defaulted Interest, 
such Bearer Security shall be surrendered without the Coupon relating 
to such Interest Payment Date or proposed date for payment, as the 
case may be, and interest or Defaulted Interest, as the case may be, 
will not be payable on such Interest Payment Date or proposed date for 
payment, as the case may be, in respect of the Registered Security 
issued in exchange for such Bearer Security, but will be payable only 
to the Holder of such Coupon when due in accordance with the 
provisions of this Indenture.

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

          Notwithstanding the foregoing, except as otherwise specified 
as contemplated by Section 301, any definitive global Bearer Security 
shall be exchangeable only as provided in this paragraph.  If the 
beneficial owners of interests in a definitive global Bearer Security 
are entitled to exchange such interests for Securities of such series 
and of like tenor and principal amount of another authorized form and 
denomination, as specified as contemplated by Section 301, then 
without unnecessary delay but in any event not later than the earliest 
date on which such interests may be so exchanged, the Company shall 
deliver to the Trustee definitive Securities in aggregate principal 
amount equal to the principal amount of such definitive global Bearer 
Security, executed by the Company.  On or after the earliest date on 
which such interests may be so exchanged, such definitive global 
Bearer Security shall be surrendered by the Common Depositary or such 
other depositary or Common Depositary as shall be specified in the 
Company Order with respect thereto to the Trustee, as the Company's 
agent for such purpose, to be exchanged, in whole or from time to time 
in part, for definitive Securities without charge and the Trustee 
shall authenticate and deliver, in exchange for each portion of such 
definitive global Bearer Security, an equal aggregate principal amount 
of definitive Securities of the same series of authorized 
denominations and of like tenor as the portion of such definitive 
global Bearer Security to be exchanged which, unless the Securities of 
the series are not issuable both as Bearer Securities and as 
Registered Securities, as specified as contemplated by Section 301, 
shall be in the form of Bearer Securities or Registered Securities or 
any combination thereof, as shall be specified by the beneficial owner 
thereof; provided, however, that no such exchanges may occur during a 
period beginning at the opening of business 15 days before any 
selection of Securities of that series to be redeemed and ending on 
the relevant Redemption Date; and provided, further, that no Bearer 
Security delivered in exchange for a portion of a definitive global 
Security shall be mailed or otherwise delivered to any location in the 
United States.  If a Registered Security is issued in exchange for any 
portion of a definitive global Bearer Security after the close of 
business at the office or agency where such exchange occurs on (1) any 
Regular Record Date and before the opening of business at such office 
or agency on the relevant Interest Payment Date, or (2) any Special 
Record Date and before the opening of business at such office or 
agency on the related proposed date for payment of Defaulted Interest, 
interest or Defaulted Interest, as the case may be, will not be 
payable on such Interest Payment Date or proposed date for payment, as 
the case may be, in respect of such Registered Security, but will be 
payable on such Interest Payment Date or proposed date for payment, as 
the case may be, only to the Person to whom interest in respect of 
such portion of such definitive global Bearer Security is payable in 
accordance with the provisions of this Indenture.

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

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

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

          The Company shall not be required (1) to issue, register the 
transfer of or exchange Securities of any series during a period 
beginning at the opening of business 15 days before the mailing of a 
notice of redemption and ending at the close of business on (A) if 
Securities of the series are issuable only as Registered Securities, 
the day of the mailing of the relevant notice of redemption and (B) if 
Securities of the series are issuable as Bearer Securities, the day of 
the first publication of the relevant notice of redemption or, if 
Securities of the series are also issuable as Registered Securities 
and there is no publication, the mailing of the relevant notice of 
redemption, or (2) to register the transfer of or exchange any 
Registered Security so selected for redemption, in whole or in part, 
except the unredeemed portion of any Security being redeemed in part, 
or (3) to exchange any Bearer Security so selected for redemption 
except that such a Bearer Security may be exchanged for a Registered 
Security of that series and like tenor; provided, that such Registered 
Security shall be simultaneously surrendered for redemption.

          If at any time the Depositary for the Securities of a series 
notifies the Company that it is unwilling or unable to continue as 
Depositary for the Securities of such series or if at any time the 
Depositary for the Securities of such series shall no longer be 
eligible under Section 303, the Company shall appoint a successor 
Depositary with respect to the Securities of such series.  If a 
successor Depositary for the Securities of such series is not 
appointed by the Company within 90 days after the Company receives 
such notice or becomes aware of such ineligibility, the Company's 
election pursuant to Section 301 shall no longer be effective with 
respect to the Securities of such series and the Company will execute, 
and the Trustee, upon receipt of a Company Order for the 
authentication and delivery of definitive Securities of such series, 
will authenticate and deliver, Securities of such series in definitive 
form in an aggregate principal amount equal to the principal amount of 
the Global Security representing such series in exchange for such 
Global Security.

          If specified by the Company pursuant to Section 301 with 
respect to a series of Securities, the Company 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 such Global Security or Securities.  In such event the 
Company will execute, and the Trustee, upon receipt of a Company Order 
for the authentication and delivery of definitive Securities of such 
series, will authenticate and deliver Securities of such series in 
definitive form and in an aggregate principal amount equal to the 
principal amount of the Global Security or Securities representing 
such series in exchange for such Global Security or Securities.

          If specified by the Company pursuant to Section 301 with 
respect to a series of Securities, the Depositary for such series of 
Securities may surrender a Global Security for such series of 
securities in exchange in whole or in part for Securities of such 
series in definitive form on such terms as are acceptable to the 
Company and such Depositary; provided, however, that no portion of a 
Global Security in registered form may be surrendered in exchange for 
Securities in bearer form.  Thereupon, the Company shall execute, and 
the Trustee, upon receipt of a Company Order for the authentication 
and delivery of definitive Securities of such series, shall 
authenticate and deliver, without charge to the Holders, 

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

               (2)     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 delivered to Holders 
     thereof.

          In any exchange provided for in any of the preceding three 
paragraphs, the Company will execute and the Trustee will authenticate 
and deliver Securities (1) in definitive registered form in authorized 
denominations, if the Securities of such series are issuable as 
Registered Securities, (2) in definitive bearer form in authorized 
denominations, with coupons attached, if the Securities of such series 
are issuable as Bearer Securities or (3) as either Registered or 
Bearer Securities, if the Securities of such series are issuable in 
either form; provided, however, that a Bearer Security may not be 
delivered in exchange for a Registered Security, and provided, 
further, that a definitive Bearer Security shall be delivered in 
exchange for a temporary Global Security in bearer form only in 
compliance with the conditions set forth in Section 303 and provided, 
further, that delivery of a Bearer Security shall be made only outside 
the United States.

          Upon the exchange of a Global Security for Securities in 
definitive form, such Global Security shall be canceled by the 
Trustee.  Registered Securities issued in exchange for a Global 
Security pursuant to this Section 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 Registered Securities to the persons in 
whose names such Securities are so registered.

          Notwithstanding any other provisions of this Section to the 
contrary, unless and until a Global Security is exchanged in whole for 
Securities in definitive 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 
another nominee of such Depositary or by such Depositary or any such 
nominee to a successor Depositary for such series or a nominee of such 
successor Depositary.

          SECTION 306.  Mutilated, Destroyed, Lost and Stolen 
Securities.  If any mutilated Security or Security with a mutilated 
Coupon appertaining to it is surrendered to the Trustee, the Company 
shall execute and the Trustee shall authenticate and deliver in 
exchange therefor a new Security of the same series and of like tenor 
and principal amount and bearing a number not contemporaneously 
outstanding with Coupons corresponding to the Coupons, if any, 
appertaining to the surrendered Security.

          If there shall be delivered to the Company and the Trustee 
(1) evidence to each of their satisfaction of the destruction, loss or 
theft of any Security or Coupon and (2) such security or indemnity as 
may be required by each of them to save each of them and any agent of 
either of them harmless, then, in the absence of notice to the Company 
or the Trustee that such Security or Coupon has been acquired by a 
bona fide purchaser, the Company shall execute and the Trustee shall 
authenticate and deliver, in lieu of any such destroyed, lost or 
stolen Security or in exchange for the Security to which a destroyed, 
lost or stolen Coupon appertains (upon surrender to the Trustee of 
such Security with all appurtenant Coupons not destroyed, lost or 
stolen), a new Security of the same series and of like tenor and 
principal amount and bearing a number not contemporaneously 
outstanding, with Coupons corresponding to the Coupons, if any, 
appertaining to such destroyed, lost or stolen Security or to the 
Security to which such destroyed, lost or stolen Coupon appertains.

          In case any such mutilated, destroyed, lost or stolen 
Security or Coupon has become or is about to become due and payable, 
the Company in its discretion may, instead of issuing a new Security 
or Coupon, pay such Security or Coupon; provided, however, that 
principal of (and premium, if any) and any interest on Bearer 
Securities shall, except as otherwise provided in Section 1002, be 
payable only at an office or agency located outside the United States 
and, unless otherwise specified as contemplated by Section 301, any 
interest on Bearer Securities shall be payable only upon presentation 
and surrender of the Coupons appertaining thereto.

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

          Every new Security or Coupon of any series issued pursuant 
to this Section in lieu of any mutilated, destroyed, lost or stolen 
Security or Coupon shall constitute an original additional contractual 
obligation of the Company, whether or not the mutilated, destroyed, 
lost or stolen Security shall be at any time enforceable by anyone, 
and shall be entitled to all the benefits of this Indenture equally 
and proportionately with any and all other Securities or Coupons of 
that series duly issued hereunder.

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

          SECTION 307.  Payment of Interest; Interest Rights 
Preserved.  Unless otherwise provided as contemplated by Section 301 
with respect to any series of Securities, interest on any Registered 
Security which is payable, and is punctually paid or duly provided 
for, on any Interest Payment Date shall be paid to the Person in whose 
name that Security (or one or more Predecessor Securities) is 
registered at the close of business on the Regular Record Date for 
such interest.

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

          (1)     The Company may elect to make payment of any 
     Defaulted Interest to the Persons in whose names the Registered 
     Securities of such series (or their respective Predecessor 
     Securities) are registered at the close of business on a Special 
     Record Date for the payment of such Defaulted Interest, which 
     shall be fixed in the following manner.  The Company shall notify 
     the Trustee in writing of the amount of Defaulted Interest 
     proposed to be paid on each Security of such series and the date 
     of the proposed payment, and at the same time the Company shall 
     deposit with the Trustee an amount of money equal to the 
     aggregate amount proposed to be paid in respect of such Defaulted 
     Interest or shall make arrangements satisfactory to the Trustee 
     for such deposit prior to the date of the proposed payment, such 
     money when deposited to be held in trust for the benefit of the 
     Persons entitled to such Defaulted Interest as in this Clause 
     provided.  Thereupon the Trustee shall fix a Special Record Date 
     for the payment of such Defaulted Interest which shall be not 
     more than 15 days and not less than 10 days prior to the date of 
     the proposed payment and not less than 10 days after the receipt 
     by the Trustee of the notice of the proposed payment.  The 
     Trustee shall promptly notify the Company of such Special Record 
     Date and, in the name and at the expense of the Company, shall 
     cause notice of the proposed payment of such Defaulted Interest 
     and the Special Record Date therefor to be mailed, first-class 
     postage prepaid, to each Holder of Securities of such series at 
     his address as it appears in the Security Register, not less than 
     10 days prior to such Special Record Date.  Notice of the 
     proposed payment of such Defaulted Interest and the Special 
     Record Date therefor having been so mailed, such Defaulted 
     Interest shall be paid to the Persons in whose names the 
     Securities of such Series (or their respective Predecessor 
     Securities) are registered at the close of business on such 
     Special Record Date and shall no longer be payable pursuant to 
     the following Clause (2).

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

          Subject to the foregoing provisions of this Section and 
Section 305, each Security delivered under this Indenture upon 
registration of transfer of or in exchange for or in lieu of any other 
Security shall carry the rights to interest accrued and unpaid, and to 
accrue, which were carried by such other Security, and, subject as 
aforesaid, each such Security shall be so dated, or have attached 
thereto such Coupons, that neither gain nor loss in interest shall 
result from such transfer, exchange or substitution.

          Unless otherwise provided with respect to the Securities of 
any series as contemplated by Section 301, in the case of any Security 
of any series that is converted after any Regular Record Date and on 
or prior to the next succeeding Interest Payment Date (other than any 
Security whose Maturity is prior to such Interest Payment Date), 
interest shall be payable on such Interest Payment Date 
notwithstanding such conversion, and such interest (whether or not 
punctually paid or duly provided for) shall be paid to the Person in 
whose name that Security (or one or more Predecessor Securities) is 
registered at the close of business on such Regular Record Date.  
Except as otherwise expressly provided in the immediately preceding 
sentence, in the case of any Security that is converted, interest 
after the date of conversion of such Security shall not be payable.

          SECTION 308.  Persons Deemed Owners.  Prior to due 
presentment of a Registered Security for registration of transfer, the 
Company, the Trustee and any agent of the Company or the Trustee may 
treat the Person in whose name such Registered Security is registered 
as the owner of such Registered Security for the purpose of receiving 
payment of principal of (and premium, if any) and (subject to Sections 
305 and 307) any interest on such Security and for all other purposes 
whatsoever whether or not such Security be overdue, and neither the 
Company, the Trustee nor any agent of the Company or the Trustee shall 
be affected by notice to the contrary.

          Title to any Bearer Security and any Coupons appertaining 
thereto shall pass by delivery.  The Company, the Trustee and any 
agent of the Company or the Trustee may treat the Holder of any Bearer 
Security and the Holder of any Coupon as the absolute owner of such 
Security or Coupon for the purpose of receiving payment thereof or on 
account thereof and for all other purposes whatsoever, whether or not 
such Security or Coupon be overdue, and neither the Company, the 
Trustee nor any agent of the Company or the Trustee shall be affected 
by notice to the contrary.

          Notwithstanding the foregoing, with respect to any Global 
Security, nothing herein shall prevent the Company, the Trustee, or 
any agent of the Company or the Trustee, from giving effect to any 
written certification, proxy or other authorization furnished by any 
Depositary, as a Holder, with respect to such Global Security or 
impair, as between such Depositary and owners of beneficial interests 
in such Global Security, the operation of customary practices 
governing the exercise of the rights of such Depositary (or its 
nominee) as Holder of such Global Security.  Neither the Company, the 
Trustee, nor any agent of the Company or the Trustee, will have any 
responsibility or liability for any aspects of the records relating to 
or payments made on account of beneficial ownership interests in a 
Global Security or for maintaining, supervising or reviewing any 
records relating to such beneficial ownership interests.

          SECTION 309.  Cancellation.  All Securities and Coupons 
surrendered for payment, redemption, conversion, registration of 
transfer or exchange or for credit against any sinking fund payment 
shall, if surrendered to any Person other than the Trustee, be 
delivered to the Trustee.  All such Securities and Coupons so 
delivered, and all such Securities and Coupons so surrendered to the 
Trustee, shall be promptly canceled by the Trustee.  All Bearer 
Securities and unmatured Coupons held by the Trustee pending such 
cancellation shall be deemed to be delivered for cancellation for all 
purposes of this Indenture and the Securities.  The Company may at any 
time deliver to the Trustee for cancellation any Securities previously 
authenticated and delivered hereunder which the Company may have 
acquired in any manner whatsoever, and may deliver to the Trustee (or 
to any other Person for delivery to the Trustee) for cancellation any 
Securities previously authenticated hereunder which the Company has 
not issued and sold, and all Securities so delivered shall be promptly 
canceled by the Trustee.  No Securities shall be authenticated in lieu 
of or in exchange for any Securities canceled as provided in this 
Section, except as expressly permitted by this Indenture.  All 
canceled Securities and Coupons held by the Trustee shall be disposed 
of in a manner selected by the Trustee.

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

          SECTION 311.  Manner of Payments in Respect of Securities.  
The provisions of this Section shall apply to the Securities of any 
series unless otherwise provided as contemplated by Section 301.

          (a)     The following payment provisions shall apply to any 
Registered Security of any series:

               (1)     Except as provided in subparagraph (a)(2) 
     below, payment of principal of and premium, if any, on such 
     Registered Security will be made at the Place of Payment by 
     delivery of a check on the payment date or dates against 
     surrender of such Registered Security, and any interest on 
     any Registered Security will be paid at the Place of Payment 
     by mailing a check by first class mail to the Person 
     entitled thereto at the address of such Person appearing on 
     the Security Register or, if provided pursuant to Section 
     301, by wire transfer to an account designated by such Person.

               (2)     Payment of the principal of, premium, if any, 
     and interest, if any, on such Security may also, subject to 
     applicable laws and regulations, be made at such other place 
     or places as may be designated by the Company by any 
     appropriate method.

          (b)     Payment of the principal of and premium, if any, and 
interest, if any, on any Bearer Security will be made, except as 
provided in Section 304 with respect to temporary global 
Securities, unless otherwise specified pursuant to Section 301 
and/or Section 901(8), at such place or places outside the United 
States as may be designated by the Company pursuant to any 
applicable laws or regulations by any appropriate method on the 
payment date therefor against surrender of the Bearer Security, 
in the case of payment of principal and premium, if any, or the 
relevant Coupon, in the case of payment of interest, if any, to a 
Paying Agent designated for such series pursuant to Section 1002.

          SECTION 312.  Compliance with Certain Laws and Regulations. 
 If any Bearer Securities are to be issued in any series of 
Securities, the Company will use reasonable efforts to provide for 
arrangements and procedures designed pursuant to then applicable laws 
and regulations, if any, to ensure that such Bearer Securities are 
sold or resold, exchanged, transferred and paid only in compliance 
with such laws and regulations and without adverse consequences to the 
Company, the Holders and the Trustee.

          SECTION 313.  CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP" numbers (if 
then generally in use), and, if so, the Trustee shall use "CUSIP" 
numbers in notices of redemption as a convenience to Holders; provided 
that any such notice may state that no representation is made as to 
the correctness of such numbers either as printed on the Securities or 
as contained in any notice of a redemption and that reliance may be 
placed only on the other identification numbers printed on the 
Securities, and any such redemption shall not be affected by any 
defect in or omission of such numbers.  The Company will promptly 
notify the Trustee of any change in the CUSIP numbers.

                                  ARTICLE IV

                          Satisfaction and Discharge
                          --------------------------

          SECTION 401.  Satisfaction and Discharge of Indenture.  This 
Indenture shall upon Company Request cease to be of further effect 
with respect to Securities of any series (except as to any surviving 
rights of (as applicable) conversion, registration of transfer or 
exchange of Securities and Coupons, if any, of any series herein 
expressly provided for), and the Trustee, at the expense of the 
Company, shall execute proper instruments acknowledging satisfaction 
and discharge of this Indenture when 

          (1)  either

               (A)     all Securities and Coupons theretofore 
          authenticated and delivered (other than (i) Securities and 
          Coupons which have been destroyed, lost or stolen and which 
          have been replaced or paid as provided in Section 306 and 
          (ii) Securities and Coupons for whose payment money has 
          theretofore been deposited in trust or segregated and held 
          in trust by the Company and thereafter repaid to the Company 
          or discharged from such trust, as provided in Section 1003) 
          have been delivered to the Trustee for cancellation; or

               (B)     all such Securities and Coupons not theretofore 
          delivered to the Trustee for cancellation

                    (i)     have become due and payable, or 

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

                    (iii)     are to be called for redemption within 
               one year under arrangements satisfactory to the 
               Trustee for the giving of notice of redemption by the 
               Trustee in the name, and at the expense, of the Company, 
               and the Company, in the case of (B)(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 sufficient to 
               pay and discharge the entire indebtedness on such Securities 
               and Coupons not theretofore delivered to the Trustee for 
               cancellation, for principal (and premium, if any) and 
               interest, if any, to the date of such deposit (in the case 
               of Securities and Coupons which have become due and payable) 
               or to the Stated Maturity or Redemption Date, as the case 
               may be;

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

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

          Notwithstanding the satisfaction and discharge of this 
Indenture, the obligations of the Company to the Trustee under Section 
607, the obligations of the Company to any Authenticating Agent under 
Section 614 and, if money shall have been deposited with the Trustee 
pursuant to subclause (B) of clause (1) of this Section, the 
obligations of the Trustee under Section 402 and the last paragraph of 
Section 1003 shall survive.

          SECTION 402.  Application of Trust Money.  Subject to the 
provisions of the last paragraph of Section 1003, all money and U.S. 
Government Obligations deposited with the Trustee pursuant to Sections 
401 and 403 shall be held in trust and applied by it, in accordance 
with the provisions of the Securities and Coupons, if any, and this 
Indenture, to the payment, either directly or through any Paying Agent 
(including the Company acting as its own Paying Agent) as the Trustee 
may determine, to the Persons entitled thereto, of the principal (and 
premium, if any) and any 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.  All moneys 
deposited with the Trustee pursuant to Section 401 or Section 403 (and 
held by it or any Paying Agent) for the payment of Securities 
subsequently converted shall be returned to the Company upon Company 
Request.

          SECTION 403.  Satisfaction, Discharge and Defeasance of 
Securities of Any Series.  If this Section is specified, as 
contemplated by Section 301, to be applicable to Securities and 
Coupons, if any, of any series, the Company will be deemed to have 
been Discharged (as defined below) from its obligations with respect 
to Securities and Coupons, if any, of such series when

          (1)     either

               (A)     with respect to all Outstanding Securities and 
          Coupons of such series, the Company has deposited or caused 
          to be deposited with the Trustee as a trust fund 
          specifically pledged as security for, and dedicated solely 
          to, the benefit of the Holders of the Securities and 
          Coupons, if any, of such series, (i) money in an amount as 
          will, or (ii) U.S. Government Obligations (as defined below) 
          as will, together with the predetermined and certain income 
          to accrue thereon without consideration of any reinvestment 
          thereof, or (iii) a combination of (i) and (ii) as will (in 
          a written opinion with respect to (ii) or (iii) of 
          independent public accountants delivered to the Trustee), be 
          sufficient to pay and discharge the entire indebtedness on 
          all Outstanding Securities and Coupons of such series for 
          principal (and premium, if any) and interest, if any, to the 
          Stated Maturity or any Redemption Date as contemplated by 
          the last paragraph of this Section 403, as the case may be; or

               (B)     with respect to all Outstanding Securities and 
          Coupons of such series, the Company has properly fulfilled 
          such other means of satisfaction and discharge as is 
          specified by Section 301 to be applicable to the Securities 
          and Coupons, if any, of such series; and

          (2)     the Company has paid or caused to be paid all other 
     sums payable with respect to the Outstanding Securities and 
     Coupons, if any, of such series;

          (3)     the Company 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 the entire indebtedness on all 
     Outstanding Securities and Coupons, if any, of any such series 
     have been complied with; and

          (4)     with respect to subsection 1(A) above, the Company 
     shall have delivered to the Trustee an Opinion of Counsel to the 
     effect that Holders of the Securities and Coupons, if any, of 
     such series will not recognize income, gain or loss for Federal 
     income tax purposes as a result of the Company's exercise of its 
     option under this Section 403 and will be subject to Federal 
     income tax in the same amount, in the same manner and at the same 
     times as would have been the case if such option had not been exercised.

          Any deposits with the Trustee referred to in 
Section 403(l)(A) above shall be irrevocable and shall be made under 
the terms of an escrow trust agreement in form and substance 
satisfactory to the Trustee.  If any Outstanding Securities and 
Coupons, if any, of such series are to be redeemed prior to their 
Stated Maturity, whether pursuant to any mandatory redemption 
provisions or in accordance with any mandatory sinking fund 
requirement, the applicable escrow trust agreement will provide 
therefor and the Company will make arrangements for the giving of 
notice of redemption by the Trustee in the name, and at the expense, 
of the Company.

          SECTION 404.  Reinstatement.  If the Trustee is unable to 
apply any money or U.S. Government Obligations in accordance with 
Section 401 or 403 by reason of any legal proceeding or by reason of 
any order or judgment of any court or governmental authority 
enjoining, restraining or otherwise prohibiting such application, the 
Company's obligations under this Indenture and the Securities and 
Coupons, if any, of such series shall be revived and reinstated as 
though no deposit had occurred pursuant  to Section 401 or 403 until 
such time as the Trustee is permitted to apply all such money or U.S. 
Government Obligations in accordance with Section 401 or 403; 
provided, however, that if the Company has made any payment of 
interest on or principal of (and premium, if any, on) any Securities 
and Coupons, if any, of such series because of the reinstatement of 
its obligations, the Company shall be subrogated to the rights of the 
Holders of such series of Securities and Coupons, if any, to receive 
such payment from the money or U.S. Government Obligations held by the 
Trustee.

          SECTION 405.  Definitions.  The following terms, as used in 
this Article IV, shall have the following meanings:

          "Discharged" means that the Company will be deemed to have 
paid and discharged the entire indebtedness represented by, and 
obligations under, the Securities and Coupons, if any, of the 
series as to which Section 403 is specified as applicable as 
aforesaid and to have satisfied all the obligations under this 
Indenture relating to the Securities and Coupons, if any, of such 
series (and the Trustee, at the expense of the Company, will 
execute proper instruments acknowledging the same), except (1) 
the rights of Holders thereof to receive, from the trust fund 
described in Section 403(1)(A) above, payment of the principal of 
(and premium, if any) and the interest, if any, on such 
Securities and Coupons, if any, when such payments are due, (2) 
the Company's obligations with respect to such Securities and 
Coupons, if any, under Article XVI, Sections 305 and 306 (insofar 
as applicable to Securities of such series), 402, 1002 and 1003 
(last paragraph only) and the Company's obligations to the 
Trustee under Sections 607 and 610 and (3) the rights, powers, 
trusts, duties and immunities of the Trustee hereunder, will 
survive such discharge.

          "U.S. Government Obligation" means securities that are (1) 
direct obligations of the United States of America for the 
payment of which its full faith and credit is pledged or (2) 
obligations of a Person controlled or supervised by and acting as 
an agency or instrumentality of the United States of America the 
timely payment of which is unconditionally guaranteed as a full 
faith and credit obligation of the United States of America, 
which, in either case under clauses (1) or (2), are not callable 
or redeemable at the option of the issuer thereof, and will also 
include a depository receipt issued by a bank or trust company as 
custodian with respect to any such U.S. Government Obligation or 
a specified payment of interest on or principal of any such U.S. 
Government Obligation held by such custodian for the account of 
the holder of a depository receipt, provided that (except as 
required by law) such custodian is not authorized to make any 
deduction from the amount payable to the holder of such 
depository receipt from any amount received by the custodian in 
respect of the U.S. Government Obligation or the specific payment 
of interest on or principal of the U.S. Government Obligation 
evidenced by such depository receipt.

                                  ARTICLE V

                                  Remedies
                                  --------

          SECTION 501.  Events of Default.  "Event of Default", 
wherever used herein with respect to Securities of any series, means 
any one of the following events, unless it is either inapplicable to a 
particular series or it is specifically deleted or modified in or 
pursuant to the supplemental indenture or Board Resolution 
establishing such series of Securities or in the form of Security for 
such series:

          (1)     the failure of the Company to pay any installment of 
     interest on any of the Securities of that series, when and as the 
     same shall become payable, which failure shall have continued 
     unremedied for a period of 30 days;

          (2)     the failure of the Company to pay the principal of 
     (and premium, if any, on) any of the Securities of that series, 
     when and as the same shall become payable, whether at Stated 
     Maturity as therein expressed, by call for redemption, pursuant 
     to any sinking fund, by declaration as authorized by this 
     Indenture or otherwise;

          (3)     the failure of the Company to observe and perform 
     any other of the covenants or agreements on the part of the 
     Company contained in this Indenture (other then a covenant or 
     agreement included in this Indenture solely for the benefit of a 
     series of Securities other than that series), which failure shall 
     have continued unremedied for a period of 90 days after written 
     notice shall have been given, by registered or certified mail, to 
     the Company by the Trustee, or shall have been given to the 
     Company and the Trustee by the Holders of 25% or more in 
     principal amount of the Securities of that series then 
     Outstanding, specifying such failure and requiring the Company to 
     remedy the same and stating that such notice is a "Notice of 
     Default" hereunder;

          (4)     the entry of a decree or order for relief by a court 
     having jurisdiction in the premises in respect of the Company in 
     an involuntary case under the Federal bankruptcy laws, as now or 
     hereafter constituted, or any other applicable Federal or State 
     bankruptcy, insolvency or other similar law, or appointing a 
     receiver, liquidator, assignee, custodian, trustee, sequestrator 
     (or other similar official) of the Company or for any substantial 
     part of its property, or ordering the winding up or liquidation 
     of its affairs and the continuance of any such decree or order 
     unstayed and in effect for a period of 90 consecutive days;

          (5)     the commencement by the Company of a voluntary case 
     under the Federal bankruptcy laws, as now constituted or 
     hereafter amended, or any other applicable Federal or State 
     bankruptcy, insolvency or other similar law, or the consent by it 
     to the appointment of or taking possession by a receiver, 
     liquidator, assignee, trustee, custodian, sequestrator (or other 
     similar official) of the Company or for any substantial part of 
     its property, or the making by it of any assignment for the 
     benefit of its creditors, or the admission by the Company in 
     writing of its inability to pay its debts generally as such debts 
     become due;

          (6)     any other Event of Default provided with respect to 
     the Securities of that series.

          SECTION 502.  Acceleration of Maturity; Rescission and 
Annulment.  If an Event of Default with respect to Securities of any 
series at the time Outstanding occurs and is continuing, then in every 
such case the Trustee or the Holders of not less than 25% in principal 
amount of the Outstanding Securities of that series may declare the 
principal amount (or, if the Securities of that series are Original 
Issue Discount Securities, such portion of the principal amount as may 
be specified in the terms of that series) of all of the Securities of 
that series to be due and payable immediately, by a notice in writing 
to the Company (and to the Trustee if given by Holders), and upon any 
such declaration such principal amount (or specified amount) shall 
become immediately due and payable.

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

          (1)     the Company has paid or deposited with the Trustee a 
     sum sufficient to pay

               (A)     all overdue interest on all Securities of that series,

               (B)     the principal of (and premium, if any, on) any 
               Securities of that series which have become due otherwise 
               than by such declaration of acceleration and interest 
               thereon at the rate or rates prescribed therefor in such 
               Securities,

               (C)     to the extent that payment of such interest is 
               lawful, interest upon overdue interest at the rate or rates 
               prescribed therefor in such Securities or, in the case of 
               Original Issue Discount Securities, the Securities' Yield to 
               Maturity, and

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

     and

          (2)     all Events of Default with respect to Securities of 
     that series, other than the nonpayment of the principal of 
     Securities of that series which have become due solely by such 
     declaration of acceleration, have been cured or waived as 
     provided in Section 513.

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

          SECTION 503.  Collection of Indebtedness and Suits for 
Enforcement by Trustee.  The Company covenants that if the Company 
shall fail for a period of 30 days to pay any installment of interest 
on the Securities of any series or shall fail to pay the principal of 
(and premium, if any, on) any of the Securities of any series when and 
as the same shall become due and payable, whether at Stated Maturity, 
or by call for redemption, pursuant to any sinking fund, by 
declaration as authorized by this Indenture, or otherwise, the Company 
will, upon demand of the Trustee, pay to it, for the benefit of the 
Holders of such Securities and Coupons, if any, the whole amount then 
due and payable on such Securities and Coupons, if any, for principal 
(and premium, if any) and interest and, to the extent that payment of 
such interest shall be legally enforceable, interest on any overdue 
principal (and premium, if any) and on any overdue interest, at the 
rate or rates prescribed therefor in such Securities (or, in the case 
of Original Issue Discount Securities, the Securities' Yield to 
Maturity) and Coupons, if any, and, in addition thereto, such further 
amount as shall be sufficient to cover the costs and expenses of 
collection, including the reasonable compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel.

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

          SECTION 504.  Trustee May File Proofs of Claim.  In case of 
any judicial proceeding relative to the Company (or any other obligor 
upon the Securities), its property or its creditors, the Trustee shall 
be entitled and empowered, by intervention in such proceeding or 
otherwise, to take any and all actions authorized under the Trust 
Indenture Act in order to have claims of the Holders and the Trustee 
allowed in any such proceeding.  In particular, the Trustee shall be 
authorized to collect and receive any moneys or other property payable 
or deliverable on any such claims and to distribute the same; and any 
custodian, receiver, assignee, trustee, liquidator, sequestrator or 
other similar official in any such judicial proceeding is hereby 
authorized by each Holder to make such payments to the Trustee and, in 
the event that the Trustee shall consent to the making of such 
payments directly to the Holders, to pay to the Trustee any amount due 
it for the reasonable compensation, expenses, disbursements and 
advances of the Trustee, its agents and counsel, and any other amounts 
due the Trustee under Section 607.

          No provision of this Indenture shall be deemed to authorize 
the Trustee to authorize or consent to or accept or adopt on behalf of 
any Holder any plan of reorganization, arrangement, adjustment or 
composition affecting the Securities or the rights of any Holder 
thereof or to authorize the Trustee to vote in respect of the claim of 
any Holder in any such proceeding.

          SECTION 505.  Trustee May Enforce Claims Without Possession 
of Securities.  All rights of action and claims under this Indenture 
or the Securities and Coupons, if any, may be prosecuted and enforced 
by the Trustee without the possession of any of the Securities or the 
production thereof in any proceeding relating thereto, and any such 
proceeding instituted by the Trustee shall be brought in its own name 
as trustee of an express trust, and any recovery of judgment shall, 
after provision for the payment of the reasonable compensation, 
expenses, disbursements and advances of the Trustee, its agents and 
counsel, be for the ratable benefit of the Holders of the Securities 
and Coupons, if any, in respect of which such judgment has been 
recovered.

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

          FIRST:  to the payment of all amounts due the Trustee under 
Section 607;

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

          THIRD:  the balance, if any, ratably to the Person or 
Persons entitled thereto.

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

          (1)     an Event of Default with respect to Securities of 
     such series shall have occurred and be continuing and such Holder 
     has previously given written notice to the Trustee of such 
     continuing Event of Default;

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

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

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

          (5)     no direction inconsistent with such written request 
     has been given to the Trustee during such 60-day period by the 
     Holders of a majority in principal amount of the Outstanding      
     Securities of that series;

it being understood and intended that no one or more of such Holders 
shall have the right in any manner whatever by virtue of, or by 
availing of, any provision of this Indenture (including without 
limitation the provisions of Section 512) to affect, disturb or 
prejudice the rights of any other of such Holders, or to obtain or to 
seek to obtain priority or preference over any other of such Holders 
or to enforce any right under this Indenture, except in the manner 
herein provided and for the equal and ratable benefit of all of such 
Holders.

          SECTION 508.  Unconditional Right of Holders to Receive 
Principal, Premium and Interest and to Convert.  Notwithstanding any 
other provision in this Indenture, the Holder of any Security or any 
Coupon shall have the right, which is absolute and unconditional, to 
receive payment of the principal of (and premium, if any, on) and 
(subject to Section 307) any interest on such Security or Coupon on 
the Stated Maturity or Maturities expressed in such Security (or, in 
the case of redemption, on the Redemption Date) and to institute suit 
for the enforcement of any such payment and the right, if applicable, 
to convert such Security on the terms and subject to the conditions 
applicable to Securities of such series and to institute suit for its 
enforcement, and such rights shall not be impaired without the consent 
of such Holder.

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

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

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

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

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

          (2)     the Trustee shall not determine that the action so 
     directed would be unjustly prejudicial to the Holders not taking 
     part in such direction, and

          (3)     the Trustee may take any other action deemed proper 
     by the Trustee which is not inconsistent with such direction.

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

          (1)     in the payment of the principal of (or premium, if 
     any) or interest, if any, on any Security of such series, or

          (2)     in respect of a covenant or provision hereof which 
     under Article IX cannot be modified or amended without the 
     consent of the Holder of each Outstanding Security of such series 
     affected.

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

          SECTION 514.  Undertaking for Costs.  In any suit for the 
enforcement of any right or remedy under this Indenture, or in any 
suit against the Trustee for any action taken, suffered or omitted by 
it as Trustee, a court may require any party litigant in such suit to 
file an undertaking to pay the costs of such suit, and may assess 
costs (including reasonable counsel fees and expenses) against any 
such party litigant, in the manner and to the extent provided in the 
Trust Indenture Act; provided that neither this Section nor the Trust 
Indenture Act shall be deemed to authorize any court to require such 
an undertaking or to make such an assessment in any suit instituted by 
the Company or the Trustee.

                                ARTICLE VI

                                The Trustee
                                -----------

          SECTION 601.  Certain Duties and Responsibilities.  The 
duties and responsibilities of the Trustee shall be as provided by the 
Trust Indenture Act.  Notwithstanding the foregoing, no provision of 
this Indenture shall require the Trustee to expend or risk its own 
funds or otherwise incur any financial liability in the performance of 
any of its duties hereunder, or in the exercise of any of its rights 
or powers, if it shall have reasonable grounds for believing that 
repayment of such funds or adequate indemnity against such risk or 
liability is not reasonably assured to it.  Whether or not therein 
expressly so provided, every provision of this Indenture relating to 
the conduct or affecting the liability of or affording protection to 
the Trustee shall be subject to the provisions of this Section.

          SECTION 602.  Notice of Defaults.  If a default occurs 
hereunder with respect to Securities of any series, the Trustee shall 
give the Holders of Securities of such series notice of such default 
as and to the extent provided by the Trust Indenture Act; provided, 
however, that in the case of any default of the character specified in 
Section 501(3) with respect to Securities of such series, no such 
notice to Holders shall be given until at least 30 days after the 
occurrence thereof and if such default is corrected within such 
period, the Trustee may conclude, consistent with the Trust Indenture 
Act, that notice of such a default need not be provided to such 
Holders of Securities.  For the purpose of this Section, the term 
"default" means any event which is, or after notice or lapse of time 
or both would become, an Event of Default with respect to Securities 
of such series.

          SECTION 603.  Certain Rights of Trustee.  Subject to the 
provisions of Section 601:

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

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

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

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

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

               (f)     the Trustee shall not be bound to make any 
          investigation into the facts or matters stated in any resolution, 
          certificate, statement, instrument, opinion, report, notice, 
          request, direction, consent, order, bond, debenture, note, other 
          evidence of indebtedness or other paper or document, but the 
          Trustee, in its discretion, may make such further inquiry or 
          investigation into such facts or matters as it may, in good 
          faith, deem reasonable in the circumstances, and, if the Trustee 
          shall determine to make such further inquiry or investigation, 
          any further evidence which may be requested by the Trustee 
          pursuant to the provisions of this paragraph shall be furnished 
          by the Company;

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

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

          SECTION 604.  Not Responsible for Recitals or Issuance of 
Securities.  The recitals contained herein and in the Securities, 
except the Trustee's certificates of authentication, shall be taken as 
the statements of the Company, and the Trustee assumes no 
responsibility for their correctness.  The Trustee makes no 
representations as to the validity or sufficiency of this Indenture or 
of the Securities.  Neither the Trustee nor any Authenticating Agent 
shall be accountable for the use or application by the Company of 
Securities or the proceeds thereof.

          SECTION 605.  May Hold Securities.  The Trustee, any Paying 
Agent, any Security Registrar or any other agent of the Company, in 
its individual or any other capacity, may become the owner or pledgee 
of Securities and, subject to Sections 608 and 613, may otherwise deal 
with the Company with the same rights it would have if it were not 
Trustee, Paying Agent, Security Registrar or such other agent.

          SECTION 606.  Money Held in Trust.  Money held by the 
Trustee or any Paying Agent in trust hereunder need not be segregated 
from other funds except to the extent required by law.  The Trustee or 
any Paying Agent shall be under no liability for interest on any money 
received by it hereunder except as otherwise agreed in writing with 
the Company.

          SECTION 607.  Compensation and Reimbursement.  The Company agrees

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

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

          (3)     to indemnify each of the Trustee or any predecessor 
     Trustee for, and to hold it harmless against, any and all loss, 
     liability, damage, claim or expense incurred without negligence 
     or bad faith on its part, arising out of or in connection with 
     the acceptance or administration of the trust or trusts 
     hereunder, including the costs and expenses of defending itself 
     against any claim or liability in connection with the exercise or 
     performance of any of its powers or duties hereunder.

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

          When the Trustee incurs expenses or renders services in 
connection with an Event of Default specified in Section 501(4) or 
Section 501(5), the expenses (including the reasonable charges and 
expenses of its counsel) and the compensation for the services are 
intended to constitute expenses of administration under any applicable 
Federal or State bankruptcy, insolvency or other similar law.

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

          SECTION 608.  Disqualification; Conflicting Interests.  If 
the Trustee has or shall acquire any conflicting interest within the 
meaning of the Trust Indenture Act, the Trustee shall comply with the 
relevant provisions thereof.  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 (1) 
this Indenture with respect to Securities of any series other than 
such series, (2) the Indenture dated June 1, 1992 pursuant to which 
the 8 1/4% Convertible Subordinated Notes of the Company are 
outstanding and (3) the Indenture dated January 6, 1986 pursuant to 
which the 7 5/8% Convertible Subordinated Debentures of the Company 
are outstanding.

          SECTION 609.  Corporate Trustee Required; Eligibility.  
There shall at all times be a Trustee hereunder which shall be a 
Person that is eligible pursuant to the Trust Indenture Act to act as 
such and has a combined capital and surplus of at least $50,000,000.  
If such Person publishes reports of condition at least annually, 
pursuant to law or to the requirements of its supervising or examining 
authority, then for the purposes of this Section, the combined capital 
and surplus of such Person shall be deemed to be its combined capital 
and surplus as set forth in its most recent report of condition so 
published.  If at any time the Trustee shall cease to be eligible in 
accordance with the provisions of this Section, it shall resign 
immediately in the manner and with the effect hereinafter specified in 
this Article.

          SECTION 610.  Resignation and Removal, Appointment of 
Successor.  (a)  No resignation or removal of the Trustee and no 
appointment of a successor Trustee pursuant to this Article shall 
become effective until the acceptance of appointment by the successor 
Trustee in accordance with the applicable requirements of Section 611. 
If the instrument of acceptance by a successor Trustee required by 
Section 611 shall not have been delivered to the Trustee resigning or 
being removed within 30 days after the giving of such notice of 
resignation or removal, the Trustee resigning or being removed may 
petition any court of competent jurisdiction for the appointment of a 
successor Trustee.

          (b)     The Trustee may resign at any time with respect to 
the Securities of one or more series by giving written notice thereof 
to the Company.

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

          (d)     If at any time:

               (1)     the Trustee shall fail to comply with 
          Section 608 after written request therefor by the Company or by 
          any Holder who has been a bona fide Holder of a Security for at 
          least six months, or 

               (2)     the Trustee for a series shall cease to be 
          eligible under Section 609 and shall fail to resign after written 
          request therefor by the Company or by any Holder of Securities of 
          such series, or

               (3)     the Trustee shall become incapable of acting or 
          shall be adjudged a bankrupt or insolvent or a receiver of the 
          Trustee or of its property shall be appointed or any public 
          officer shall take charge or control of the Trustee or its 
          property or affairs for the purpose of rehabilitation, 
          conservation or liquidation, 

then, in any such case, (A) the Company by a Board Resolution may 
remove the Trustee with respect to all Securities, or (B) subject to 
Section 514, any Holder who has been a bona fide Holder of a Security 
for at least six months may, on behalf of himself and all others 
similarly situated, petition any court of competent jurisdiction for 
the removal of the Trustee with respect to all Securities and the 
appointment of a successor Trustee or Trustees.

          (e)     If the Trustee shall resign, be removed or become 
incapable of acting, or if a vacancy shall occur in the office of the 
Trustee for any cause, with respect to the Securities of one or more 
series, the Company, by a Board Resolution, shall promptly appoint a 
successor Trustee or Trustees with respect to the Securities of that 
or those series (it being understood that any such successor Trustee 
may be appointed with respect to the Securities of one or more or all 
of such series and that at any time there shall be only one Trustee 
with respect to the Securities of any particular series) and each 
successor Trustee or Trustees shall comply with the applicable 
requirements of Section 611.  If, within one year after such 
resignation, removal or incapability, or the occurrence of such 
vacancy, a successor Trustee with respect to the Securities of any 
series shall be appointed by Act of the Holders of a majority in 
principal amount of the Outstanding Securities of such series 
delivered to the Company and the retiring Trustee, the successor 
Trustee so appointed shall, forthwith upon its acceptance of such 
appointment in accordance with the applicable requirements of Section 
611, become the successor Trustee with respect to the Securities of 
such series and to that extent supersede the successor Trustee 
appointed by the Company.  If no successor Trustee with respect to the 
Securities of any series shall have been so appointed by the Company 
or the Holders and accepted appointment in the manner required by 
Section 611, any Holder who has been a bona fide Holder of a Security 
of such series for at least six months may, on behalf of himself and 
all others similarly situated, petition any court of competent 
jurisdiction for the appointment of a successor Trustee with respect 
to the Securities of such series.

          (f)  The Company shall give notice of each resignation and 
each removal of the Trustee with respect to the Securities of any 
series and each appointment of a successor Trustee with respect to the 
Securities of any series by giving notice of such event to all Holders 
of Securities of such series as provided by Section 106.  Each notice 
shall include the name of the successor Trustee with respect to the 
Securities of such series and the address of its Corporate Trust 
Office.

          SECTION 611.  Acceptance of Appointment by Successor. (a) In 
case of the appointment hereunder of a successor Trustee with respect 
to all Securities, every such successor Trustee so appointed shall 
execute, acknowledge and deliver to the Company and to the retiring 
Trustee an instrument accepting such appointment, and thereupon the 
resignation or removal of the retiring Trustee shall become effective 
and such successor Trustee, without any further act, deed or 
conveyance, shall become vested with all the rights, powers, trusts 
and duties of the retiring Trustee; but, on the request of the Company 
or the successor Trustee, such retiring Trustee shall, upon payment of 
its charges, execute and deliver an instrument transferring to such 
successor Trustee all the rights, powers and trusts of the retiring 
Trustee and shall duly assign, transfer and deliver to such successor 
Trustee all property and money held by such retiring Trustee 
hereunder.

          (b)     In case of the appointment hereunder of a successor 
Trustee with respect to the Securities of one or more (but not all) 
series, the Company, the retiring Trustee and each successor Trustee 
with respect to the Securities of one or more series shall execute and 
deliver an indenture supplemental hereto wherein each successor 
Trustee shall accept such appointment and which (1) shall contain such 
provisions as shall be necessary or desirable to transfer and confirm 
to, and to vest in, each successor Trustee all the rights, powers, 
trusts and duties of the retiring Trustee with respect to the 
Securities of that or those series to which the appointment of such 
successor Trustee relates, (2) if the retiring Trustee is not retiring 
with respect to all Securities, shall contain such provisions as shall 
be deemed necessary or desirable to confirm that all the rights, 
powers, trusts and duties of the retiring Trustee with respect to the 
Securities of that or those series as to which the retiring Trustee is 
not retiring shall continue to be vested in the retiring Trustee, and 
(3) shall add to or change any of the provisions of this Indenture as 
shall be necessary to provide for or facilitate the administration of 
the trusts hereunder by more than one Trustee, it being understood 
that nothing herein or in such supplemental indenture shall constitute 
such Trustees co-trustees of the same trust and that such Trustee 
shall be trustee of a trust or trusts hereunder separate and apart 
from any trust or trusts hereunder administered by any other such 
Trustee; and upon the execution and delivery of such supplemental 
indenture, the resignation or removal of the retiring Trustee shall 
become effective to the extent provided therein and each such 
successor Trustee, without any further act, deed or conveyance, shall 
become vested with all the rights, powers, trusts and duties of the 
retiring Trustee with respect to the Securities of that or those 
series to which the appointment of such successor Trustee relates; 
but, on request of the Company or any successor Trustee, such retiring 
Trustee shall duly assign, transfer and deliver to such successor 
Trustee all property and money held by such retiring Trustee hereunder 
with respect to the Securities of that or those series to which the 
appointment of such successor Trustee relates.

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

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

          SECTION 612.  Merger, Conversion, Consolidation or 
Succession to Business.  Any corporation into which the Trustee may be 
merged or converted or with which it may be consolidated, or any 
corporation resulting from any merger, conversion or consolidation to 
which the Trustee shall be a party, or any corporation succeeding to 
all or substantially all the corporate trust business of the Trustee, 
shall be the successor of the Trustee hereunder, provided such 
corporation shall be otherwise qualified and eligible under this 
Article, without the execution or filing of any paper or any further 
act on the part of any of the parties hereto.  In case any Securities 
shall have been authenticated, but not delivered, by the Trustee then 
in office, any successor by merger, conversion or consolidation to 
such authenticating Trustee may adopt such authentication and deliver 
the Securities so authenticated with the same effect as if such 
successor Trustee had itself authenticated such Securities.

          SECTION 613.  Preferential Collection of Claims Against 
Company.  If and when the Trustee shall be or become a creditor of the 
Company (or any other obligor upon the Securities or the Coupons, if 
any), the Trustee shall be subject to the provisions of the Trust 
Indenture Act regarding the collection of claims against the Company 
(or any such other obligor).

          SECTION 614.  Appointment of Authenticating Agent.  The 
Trustee may appoint an Authenticating Agent or Agents with respect to 
one or more series of Securities which shall be authorized to act on 
behalf of the Trustee to authenticate Securities of such series issued 
upon original issue or upon exchange, registration of transfer or 
partial redemption thereof or pursuant to Section 306, and Securities 
so authenticated shall be entitled to the benefits of this Indenture 
and shall be valid and obligatory for all purposes as if authenticated 
by the Trustee hereunder.  Wherever reference is made in this 
Indenture to the authentication and delivery of Securities by the 
Trustee or the Trustee's certificate of authentication, such reference 
shall be deemed to include authentication and delivery on behalf of 
the Trustee by an Authenticating Agent and a certificate of 
authentication executed on behalf of the Trustee by an Authenticating 
Agent.  Each Authenticating Agent shall be acceptable to the Company 
and shall at all times be a corporation having a combined capital and 
surplus of not less than the equivalent of $50,000,000 and subject to 
supervision or examination by Federal or State authority or the 
equivalent foreign authority, in the case of an Authenticating Agent 
who is not organized and doing business under the laws of the United 
States of America, any State thereof or the District of Columbia.  If 
such Authenticating Agent publishes reports of condition at least 
annually, pursuant to law or to the requirements of said supervising 
or examining authority, then for the purposes of this Section, the 
combined capital and surplus of such Authenticating Agent shall be 
deemed to be its combined capital and surplus as set forth in its most 
recent report of condition so published.  If at any time an 
Authenticating Agent shall cease to be eligible in accordance with the 
provisions of this Section, such Authenticating Agent shall resign 
immediately in the manner and with the effect specified in this 
Section.

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

          An Authenticating Agent may resign at any time by giving 
written notice thereof to the Trustee and to the Company.  The Trustee 
may at any time terminate the agency of an Authenticating Agent by 
giving written notice thereof to such Authenticating Agent and to the 
Company.  Upon receiving such a notice of resignation or upon such a 
termination, or in case at any time such Authenticating Agent shall 
cease to be eligible in accordance with the provisions of this 
Section, the Trustee may appoint a successor Authenticating Agent 
which shall be acceptable to the Company and shall mail written notice 
of such appointment by first-class mail, postage prepaid, to all 
Holders of Registered Securities, if any, of the series with respect 
to which such Authenticating Agent will serve, as their names and 
addresses appear in the Security Register.  Any successor 
Authenticating Agent upon acceptance of its appointment hereunder 
shall become vested with all the rights, powers and duties of its 
predecessor hereunder, with like effect as if originally named as an 
Authenticating Agent.  No successor Authenticating Agent shall be 
appointed unless eligible under the provisions of this Section.

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

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

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

                                   THE BANK OF NEW YORK



                                   _____________________________
                                             As Trustee


                                   By __________________________
                                      As Authenticating Agent



                                   By __________________________
                                      Authorized [officer]
                                      [Signatory]

          If all of the Securities of a series may not be originally 
issued at one time, and if the Trustee does not have an office capable 
of authenticating Securities upon original issuance located in a Place 
of Payment or other place where the Company wishes to have Securities 
of such series authenticated upon original issuance, the Trustee, if 
so requested by the Company in writing (which writing need not comply 
with Section 102 and need not be accompanied by an Opinion of 
Counsel), shall appoint in accordance with this Section an 
Authenticating Agent (which may be an Affiliate of the Company if 
eligible to be appointed as an Authenticating Agent hereunder) having 
an office in such Place of Payment or other place designated by the 
Company with respect to such series of Securities.


                                ARTICLE VII

              Holders' Lists and Reports by Trustee and Company
              -------------------------------------------------

          SECTION 701.  Company To Furnish Trustee Names and Addresses 
of Holders.  The Company will furnish or cause to be furnished to the 
Trustee:

          (1)     semi-annually, not later than January 15 and July 15 
     in each year (commencing with the first January 15 or July 15 
     after the first issuance of Securities pursuant to this 
     Indenture), a list, in such form as the Trustee may reasonably 
     require, containing all information in the possession or control 
     of the Company or any Paying Agent as to the names and addresses 
     of the Holders of each series of Registered Securities as of the 
     preceding January 1 or July 1, as the case may be, 

          (2)     at such other times as the Trustee may request in 
     writing, within 30 days after the receipt by the Company of any 
     such request, a list of similar form and content as of a date not 
     more than 15 days prior to the time such list is furnished, and 

          (3)     such information concerning the Holders of Bearer 
     Securities which is known to the Company; provided, however, that 
     the Company shall have no obligation to investigate any matter 
     relating to any Holder of a Bearer Security or a Coupon.

If and so long as the Trustee shall be the Security Registrar for such 
series, no list referred to in (1) or (2) above need be furnished.

          SECTION 702.  Preservation of Information; Communications to 
Holders.  (a) The Trustee shall preserve, in as current a form as is 
reasonably practicable, the names and addresses of Holders contained 
in the most recent list furnished to the Trustee as provided in 
Section 701 and the names and addresses of Holders received by the 
Trustee in its capacity as Security Registrar.  The Trustee may 
destroy any list furnished to it as provided in Section 701 upon 
receipt of a new list so furnished.

          (b)     The rights of the Holders to communicate with other 
Holders with respect to their rights under this Indenture or under the 
Securities, and the corresponding rights and privileges of the 
Trustee, shall be as provided by the Trust Indenture Act.

          (c)     Every Holder of Securities or Coupons, by receiving 
and holding the same, agrees with the Company and the Trustee that 
neither the Company nor the Trustee nor any agent of either of them 
shall be held accountable by reason of the disclosure of any such 
information as to the names and addresses of the Holders in accordance 
with Section 312 of the Trust Indenture Act, 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 Section 312(b) of the Trust Indenture Act.

          SECTION 703.  Reports by Trustee.  (a) Within 60 days after 
each March 15 of each year commencing with the first March 15 after 
the first issuance of Securities pursuant to this Indenture, the 
Trustee shall transmit to the Holders of Securities, in the manner and 
to the extent provided in Section 313(c) of the Trust Indenture Act, a 
brief report if required by Section 313(a) of the Trust Indenture Act, 
dated as of such March 15.  The Trustee also shall comply with Section 
313(b) of the Trust Indenture Act and shall transmit to Holders, in 
the manner and to the extent provided in Section 313(c), such other 
reports, if any, as may be required pursuant to the Trust Indenture 
Act.

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

          SECTION 704.  Reports by Company.  The Company shall file 
with the Trustee and the Commission, and transmit to Holders, such 
information, documents and reports, and such summaries thereof, as may 
be required pursuant to the Trust Indenture Act at the times and in 
the manner provided pursuant to such Act; provided that any such 
information, documents or reports required to be filed with the 
Commission pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934 shall be filed with the Trustee within 15 days after the 
same is so required to be filed with the Commission.

          Delivery of such reports, information and documents to the 
Trustee is for informational purposes only and the Trustee's receipt 
of such shall not constitute constructive notice of any information 
contained therein or determinable from information contained therein, 
including the Company's compliance with any of its covenants hereunder 
(as to which the Trustee is entitled to rely exclusively on Officers' 
Certificates).

                                 ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease
              ----------------------------------------------------

          SECTION 801.  Company may Consolidate, Etc. Only on Certain 
Terms.  The Company shall not consolidate with or merge into any other 
corporation or convey, transfer or lease its properties and assets 
substantially as an entirety to any Person unless:

          (1)     the corporation formed by such consolidation or into 
     which the Company is merged or the Person which acquires by 
     conveyance or transfer, or which leases, the properties and 
     assets of the Company substantially as an entirety shall be a 
     corporation organized and existing under the laws of the United 
     States of America, any State thereof or the District of Columbia 
     and shall expressly assume, by an indenture supplemental hereto, 
     executed and delivered to the Trustee, in form reasonably 
     satisfactory to the Trustee, the due and punctual payment of the 
     principal of (and premium, if any) and interest, if any, on all 
     the Outstanding Securities of all series and the performance of 
     every covenant of this Indenture on the part of the Company to be 
     performed or observed and shall have provided for all applicable 
     conversion rights in accordance with Article XVI;

          (2)     immediately after giving effect to such transaction, 
     no Event of Default, and no event which, after notice or lapse of 
     time or both, would become an Event of Default, shall have 
     happened and be continuing; and

          (3)     if a supplemental indenture is required in 
     connection with such transaction, the Company shall have 
     delivered to the Trustee an Officers' Certificate and an Opinion 
     of Counsel, each stating that such consolidation, merger, 
     conveyance, transfer or lease and such supplemental indenture 
     comply with this Article and that all conditions precedent herein 
     provided for relating to such transaction have been complied with.

          SECTION 802.  Successor Corporation Substituted.  Upon any 
consolidation by the Company with or merger by the Company into any 
other corporation or any conveyance, transfer or lease of the 
properties and assets of the Company substantially as an entirety in 
accordance with Section 801, the successor corporation formed by such 
consolidation or into which the Company is merged or to which such 
conveyance, transfer or lease is made shall succeed to, and be 
substituted for, and may exercise every right and power of, the 
Company under this Indenture with the same effect as if such successor 
corporation had been named as the Company herein, and thereafter, the 
predecessor corporation shall be relieved of the performance and 
observance of all obligations and covenants under this Indenture and 
the Securities (and any Coupons appertaining thereto), including but 
not limited to the obligation to make payment of the principal of (and 
premium, if any) and interest, if any, on all the Outstanding 
Securities of all series (and any Coupons appertaining thereto), and, 
in the event of such conveyance, transfer or lease, may be liquidated 
and dissolved.


                                  ARTICLE IX

                            Supplemental Indenture
                            ----------------------

          SECTION 901.  Supplemental Indentures Without Consent of 
Holders.  Without the consent of any Holders, the Company, when 
authorized by or pursuant to a Board Resolution, and the Trustee, at 
any time and from time to time, may enter into one or more indentures 
supplemental hereto, in form satisfactory to the Trustee, for any of 
the following purposes:

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

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

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

          (4)     to add to or change any of the provisions of this 
     Indenture to such extent as shall be necessary to facilitate the 
     issuance of Securities in bearer form, registrable or not 
     registrable as to principal, and with or without interest 
     coupons; to change or eliminate any restrictions on the payment 
     of principal of or any premium or interest on Bearer Securities, 
     to permit Bearer Securities to be issued in exchange for 
     Registered Securities, to permit Bearer Securities to be issued 
     in exchange for Bearer Securities of other authorized 
     denominations; provided that any such addition or change shall 
     not adversely affect the interests of the Holders of Securities 
     of any series or any related Coupons in any material respect;

          (5)     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;

          (6)     to establish the form or terms of Securities of any 
     series as permitted by Sections 201 and 301;

          (7)     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 611(b);

          (8)     if allowed under applicable laws and regulations, to 
     permit payment in the United States of principal, premium or 
     interest on Bearer Securities or Coupons, if any;

          (9)     to provide for the issuance of uncertificated 
     Securities of one or more series in addition to or in place of 
     certificated Securities;

          (10) to make provision with respect to the conversion rights 
     of Holders of Securities of any series pursuant to the 
     requirements of Article XVI; or

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

          SECTION 902.  Supplemental Indentures With Consent of 
Holders.  With the consent of the Holders of not less than a majority 
in principal amount of the Outstanding Securities of all series 
affected by such supplemental indenture (acting as one class), by Act 
of said Holders delivered to the Company and the Trustee, the Company, 
when authorized by or pursuant to a Board Resolution, and the Trustee 
may enter into an indenture or indentures supplemental hereto for the 
purpose of adding any provisions to or changing in any manner or 
eliminating any of the provisions of this Indenture or of modifying in 
any manner the rights of the Holders of Securities of such series 
under this Indenture; provided, however, that no such supplemental 
indenture shall, without the consent of the Holder of each Outstanding 
Security affected thereby,

          (1)     change the Stated Maturity of the principal of, or 
     any instalment of principal of or interest on, any Security, or 
     reduce the principal amount thereof or the rate of interest 
     thereon or any premium payable upon the redemption thereof, or 
     reduce the amount of the principal of an Original Issue Discount 
     Security that would be due and payable upon a declaration of 
     acceleration of the Maturity thereof pursuant to Section 502, or 
     change any Place of Payment where, or the coin or currency in 
     which, any Security or any premium or the interest thereon is 
     payable, or impair the right to institute suit for the 
     enforcement of any such payment on or after the Stated Maturity 
     thereof (or, in the case of redemption, on or after the 
     Redemption Date);

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

          (3)     change any obligation of the Company, with respect 
     to Outstanding Securities of a series, to maintain an office or 
     agency in the places and for the purposes specified in Section 
     1002 for such series;

          (4)     modify any of the provisions of this Section or 
     Section 513 except to increase any such percentage or to provide 
     with respect to any particular series the right to condition the 
     effectiveness of any supplemental indenture as to that series on 
     the consent of the Holders of a specified percentage of the 
     aggregate principal amount of Outstanding Securities of such 
     series (which provision may be made pursuant to Section 301 
     without the consent of any Holder) or to provide that certain 
     other provisions of this Indenture cannot be modified or waived 
     without the consent of the Holder of each Outstanding Security 
     affected thereby, provided, however, that this clause shall not 
     be deemed to require the consent of any Holder with respect to 
     changes in the references to "the Trustee" and concomitant 
     changes in this Section, or the deletion of this proviso, in 
     accordance with the requirements of Sections 611(b) and 901(7); or

          (5)     subject to the provisions of Article XVI, adversely 
     affect any applicable conversion rights.

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

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

          SECTION 903.  Execution of Supplemental Indentures.  In 
executing, or accepting the additional trusts created by, any 
supplemental indenture permitted by this Article or the modifications 
thereby of the trusts created by this Indenture, the Trustee shall be 
entitled to receive (in addition to the opinion which the Trustee is 
entitled to receive pursuant to Section 303), and (subject to Section 
601) shall be fully protected in relying upon, an Opinion of Counsel 
stating that the execution of such supplemental indenture is 
authorized or permitted by this Indenture.  The Trustee may, but shall 
not be obligated to, enter into any such supplemental indenture which 
affects the Trustee's own rights, duties, immunities or liabilities 
under this Indenture or otherwise.

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

          SECTION 905.  Conformity With Trust Indenture Act.  Every 
supplemental indenture executed pursuant to this Article shall conform 
to the requirements of the Trust Indenture Act.

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

                                   ARTICLE X

                                   Covenants
                                   ---------

          SECTION 1001.  Payment of Principal, Premium and Interest.  
The Company covenants and agrees for the benefit of each series of 
Securities and Coupons, if any, that it will duly and punctually pay 
the principal of (and premium, if any, on) each of the Securities and 
Coupons, if any, of that series, and the interest, if any, which shall 
have accrued thereon, in accordance with the terms of the Securities 
and Coupons, if any, of such series and this Indenture.

          SECTION 1002.  Maintenance of Office or Agency.  If 
Securities of a series are issuable only as Registered Securities, 
until all the Securities of each such series shall have been paid or 
payment thereof provided for, the Company will maintain in each Place 
of Payment for such series an office or agency where Securities of 
that series may be presented or surrendered for payment, where 
Securities of that series may be surrendered for registration of 
transfer or exchange or for conversion and where notices and demands 
to or upon the Company in respect of the Securities of that series and 
this Indenture may be served.  If Securities of a series are issuable 
as Bearer Securities, until all the Securities of each such series 
shall have been paid or payment thereof provided for, the Company will 
maintain (1) in The City of New York, an office or agency where any 
Registered Securities of that series may be presented or surrendered 
for payment, where any Registered Securities of that series may be 
surrendered for registration of transfer, where Securities of that 
series may be surrendered for exchange or conversion, where notices 
and demands to or upon the Company in respect of the Securities of 
that series and this Indenture may be served and where Bearer 
Securities of that series and related Coupons may be presented or 
surrendered for payment in the circumstances described in this 
paragraph (and not otherwise), (2) subject to any laws or regulations 
applicable thereto, in a Place of Payment for that series which is 
located outside the United States, an office or agency where 
Securities of that series and related Coupons may be presented and 
surrendered for payment (including payment of any additional amounts 
payable on Securities of that series pursuant to Section 1004); 
provided, however, that if the Securities of that series are listed on 
The International Stock Exchange of the United Kingdom and the 
Republic of Ireland Limited, the Luxembourg Stock Exchange or any 
other stock exchange located outside the United States and such stock 
exchange shall so require, the Company will maintain a Paying Agent 
for the Securities of that series in London, Luxembourg or any other 
required city located outside the United States, as the case may be, 
so long as the Securities of that series are listed on such exchange, 
and (3) subject to any laws or regulations applicable thereto, in a 
Place of Payment for that series located in Europe, an office or 
agency where any Registered Securities of that series may be 
surrendered for registration of transfer, where Securities of that 
series may be surrendered for exchange or conversion and where notices 
and demands to or upon the Company in respect of the Securities of 
that series and this Indenture may be served.  The Company will give 
prompt written notice to the Trustee and the Holders of the location, 
and any change in the location, of any such office or agency.  If at 
any time the Company shall fail to maintain any such required office 
or agency in respect of any series of Securities or shall fail to 
furnish the Trustee with the address thereof, such presentations and 
surrenders of Securities of that series may be made and notices and 
demands may be made or served at the Corporate Trust Office of the 
Trustee, except that Bearer Securities of that series and the related 
Coupons may be presented and surrendered for payment (including 
payment of any additional amounts payable on Bearer Securities of that 
series pursuant to Section 1004) at the London office of the Trustee 
(or an agent with a London office appointed by the Trustee and 
acceptable to the Company), and the Company hereby appoints the same 
as its agent to receive such respective presentations, surrenders, 
notices and demands.  Presentation of Coupons for payment or other 
demands for payment of Bearer Securities must be made outside the 
United States, and no payment of principal, premium or interest on 
Bearer Securities shall be made at any office or agency of the Company 
in the United States or by check mailed to any address in the United 
States or by transfer to an account maintained with a bank located in 
the United States; provided, however, that payment of principal of and 
any premium and interest on any Bearer Security (including any 
additional amounts payable on Securities of such series pursuant to 
Section 1004) shall be made at the office of the Company's Paying 
Agent in The City of New York, if (but only if) (1) payment of the 
full amount of such principal, premium, interest or additional 
amounts, as the case may be, at all offices or agencies outside the 
United States maintained for the purpose by the Company in accordance 
with this Indenture is illegal or effectively precluded by exchange 
controls or other similar restrictions, (2) such payment is then 
permitted by applicable laws and (3) in appointing a Paying Agent in 
The City of New York, the Company would not suffer any fiscal or other 
sanction under applicable laws or as a result of such appointment or 
of any payment being made through such Paying Agent.

          The Company may also from time to time designate one or more 
other offices or agencies where the Securities of one or more series 
may be presented or surrendered for any or all such purposes and may 
from time to time rescind such designations; provided, however, that 
no such designation or rescission shall in any manner relieve the 
Company of its obligation to maintain an office or agency in 
accordance with the requirements set forth above for Securities of any 
series for such purposes.  The Company will give prompt written notice 
to the Trustee and the Holders of any such designation or rescission 
and of any change in the location of any such other office or agency.

          SECTION 1003.  Money for Securities Payments to be Held in 
Trust.  If the Company shall at any time act as its own Paying Agent 
with respect to any series of Securities, it will, on or before each 
due date of the principal of (and premium, if any) or interest, if 
any, on any of the Securities of that series, segregate and hold in 
trust for the benefit of the Persons entitled thereto a sum sufficient 
to pay the principal (and premium, if any) or interest, if any, so 
becoming due until such sums shall be paid to such Persons or 
otherwise disposed of as herein provided and will promptly notify the 
Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents 
for any series of Securities, it will, at or prior to the opening of 
business on each due date of the principal of (and premium, if any) or 
interest, if any, on any Securities of that series, deposit with a 
Paying Agent a sum sufficient to pay the principal (and premium, if 
any) or interest, if any, so becoming due, such sum to be held as 
provided by the Trust Indenture Act, and (unless such Paying Agent is 
the Trustee) the Company will promptly notify the Trustee of its 
action or failure so to act.

          The Company will cause each Paying Agent for any series of 
Securities other than the Trustee to execute and deliver to the 
Trustee an instrument in which such Paying Agent shall agree with the 
Trustee, subject to the provisions of this Section, that such Paying 
Agent will (1) comply with the provisions of the Trust Indenture Act 
applicable to it as a Paying Agent and (2) during the continuance of 
any default by the Company (or any other obligor upon the Securities 
of that series) in the making of any payment in respect of the 
Securities of that series, and upon the written request of the 
Trustee, forthwith pay to the Trustee all sums held in trust by such 
Paying Agent for payment in respect of the Securities of that series.

          Anything in this Section 1003 to the contrary 
notwithstanding, the Company may at any time, for the purpose of 
obtaining the satisfaction and discharge of this Indenture or for any 
other purpose, pay, or by Company Order direct any Paying Agent to 
pay, to the Trustee all sums held in trust by the Company or such 
Paying Agent, such sums to be held by the Trustee upon the same trusts 
as those upon which such sums were held by the Company or such Paying 
Agent; and, upon such payment by any Paying Agent to the Trustee, such 
Paying Agent shall be released from all further liability with respect 
to such money.

          Any money deposited with the Trustee or any Paying Agent, or 
then held by the Company, in trust for the payment of the principal of 
(and premium, if any) or interest, if any, on any Security of any 
series and remaining unclaimed for two years after such principal (and 
premium, if any) or interest has become due and payable shall be paid 
to the Company, or (if then held by the Company) shall be discharged 
from such trust; and the Holder of such Security and Coupons, if any, 
shall thereafter, as an unsecured general creditor, look only to the 
Company for payment thereof, and all liability of the Trustee or such 
Paying Agent with respect to such trust money, and all liability of 
the Company as trustee thereof, shall thereupon cease.

          SECTION 1004.  Additional Amounts.  If the Securities of a 
series provide for the payment of additional amounts, the Company will 
pay to the Holder of any Security of such series or any Coupon 
appertaining thereto additional amounts as provided and subject to the 
conditions set forth therein.  Whenever in this Indenture there is 
mentioned, in any context, the payment of the principal of or any 
premium or interest on, or in respect of, any Security of any series 
or payment of any related Coupon or the net proceeds received on the 
sale or exchange of any Security of any series, such mention shall be 
deemed to include mention of the payment of additional amounts 
provided for in this Section to the extent that, in such context, 
additional amounts are, were or would be payable in respect thereof 
pursuant to the provisions of this Section and express mention of the 
payment of additional amounts (if applicable) in any provisions hereof 
shall not be construed as excluding additional amounts in those 
provisions hereof where such express mention is not made. 

          If the Securities of a series provide for the payment of 
additional amounts, at least 10 days prior to the first Interest 
Payment Date with respect to that series of Securities (or if the 
Securities of that series will not bear interest prior to Maturity, 
the first day on which a payment of principal and any premium is 
made), and at least 10 days prior to each date of payment of principal 
and any premium or interest if there has been any change with respect 
to the matters set forth in the below-mentioned Officers' Certificate, 
the Company will furnish the Trustee and the Company's Paying Agent or 
Paying Agents, if other than the Trustee, with an Officers' 
Certificate instructing the Trustee and such Paying Agent or Paying 
Agents whether such payment of principal of and any premium or 
interest on the Securities of that series shall be made to Holders of 
Securities of that series or any related Coupons who are United States 
Aliens (as defined in the Securities) without withholding for or on 
account of any tax, assessment or other governmental charge described 
in the Securities of that series.  If any such withholding shall be 
required, then such Officers' Certificate shall specify by country the 
amount, if any, required to be withheld on such payments to such 
Holders of Securities or Coupons and the Company will pay to the 
Trustee or such Paying Agent the additional amounts required by this 
Section.  The Company covenants to indemnify the Trustee and any 
Paying Agent for, and to hold them harmless against, any loss, 
liability or expense reasonably incurred without negligence or bad 
faith on their part arising out of or in connection with actions taken 
or omitted by any of them in reliance on an Officers' Certificate 
furnished pursuant to this Section.

          SECTION 1005.  Statement as to Compliance.  On or before April 
30 of each year following the date hereof, the Company shall deliver to 
the Trustee a certificate of the principal executive officer, principal 
financial officer or principal accounting officer of the Company stating 
whether or not to the best knowledge of such officer the Company is in 
default in the performance and observance of any of the terms, provisions 
and conditions of this Indenture (without regard to any period of grace 
or requirement of notice provided hereunder) and, if the Company shall be 
in default, specifying all such defaults and the nature and status 
thereof of which such officer may have knowledge.

          SECTION 1006.  Calculation of Original Issue Discount.

          The Company shall file with the Trustee promptly at the end of 
each calendar year a written notice specifying the amount of original 
issue discount (including daily rates and accrual periods) accrued on 
Outstanding Securities as of the end of such year.



                                   ARTICLE XI

                            Redemption of Securities
                            ------------------------

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

          SECTION 1102.  Election to Redeem; Notice to Trustee.  The 
election of the Company to redeem any Securities (including any 
Coupons) shall be evidenced by a Board Resolution or by an action 
taken pursuant to a Board Resolution.  In case of any redemption at 
the election of the Company of the Securities (including any Coupons) 
of any series, the Company shall, at least 60 days prior to the 
Redemption Date fixed by the Company (unless a shorter notice shall be 
satisfactory to the Trustee), notify the Trustee of such Redemption 
Date and of the principal amount of Securities (including any Coupons) 
of such series to be redeemed.  In the case of any redemption of 
Securities (including any Coupons) prior to the expiration of any 
restriction on such redemption provided in the terms of such 
Securities (including any Coupons) or elsewhere in this Indenture, the 
Company shall furnish the Trustee with an Officers' Certificate 
evidencing compliance with such restriction.

          SECTION 1103.  Selection by Trustee of Securities to be 
Redeemed.  If less than all the Securities (including any Coupons) of 
any series are to be redeemed, the particular Securities (including 
any Coupons) to be redeemed shall be selected not more than 60 days 
prior to the Redemption Date by the Trustee, from the Outstanding 
Securities (including any Coupons) of such series not previously 
called for redemption, by such method as the Trustee shall deem fair 
and appropriate and which may provide for the selection for redemption 
of portions (equal to the minimum authorized denomination for 
Securities (including any Coupons) of that series or any integral 
multiple thereof) of the principal amount of Securities (including any 
Coupons) of such series of a denomination larger than the minimum 
authorized denomination for Securities (including any Coupons) of that 
series.

          In any case where Securities (including any Coupons) of such 
series are registered in the same name, the Trustee in its discretion 
may treat the aggregate principal amount so registered as if it were 
represented by one Security of such series.  If the Securities of any 
series (including any Coupons) to be redeemed consist of Securities 
having different Stated Maturities or different rates of interest (or 
methods of computing interest), then the Company may, in the written 
notice delivered to the Trustee pursuant to Section 1102, direct that 
the Securities (including any Coupons) of such series to be redeemed 
shall be selected from among groups of such Securities having 
specified Stated Maturities or rates of interest (or methods of 
computing interest) and the Trustee shall thereafter select the 
particular Securities (including any Coupons) to be redeemed in the 
manner set forth above from among the groups of such Securities so 
specified.

          If any Security selected for partial redemption is converted 
in part before the termination of the conversion right with respect to 
the portion of the Security so selected, the converted portion of such 
Security shall be deemed (so far as may be practicable) to be the 
portion selected for redemption.  The Securities (or portions thereof) 
so selected shall be deemed duly selected for redemption for all 
purposes hereof, notwithstanding that such Security is converted as a 
whole or in part before the mailing of the notice of redemption.  Upon 
any redemption of less than all Securities of a series, the Company 
and the Trustee may treat as Outstanding any Securities of such series 
surrendered for conversion during the period of 15 days next preceding 
the mailing of a notice of redemption.

          The Trustee shall promptly notify the Company in writing of 
the Securities (including any Coupons) selected for redemption and, in 
the case of any Securities (including any Coupons) 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 (including any Coupons) shall relate, in the case of any 
Securities (including any Coupons) redeemed or to be redeemed only in 
part, to the portion of the principal amount of such Securities 
(including any Coupons) which has been or is to be redeemed.

          SECTION 1104.  Notice of Redemption.  Notice of redemption 
shall be given not less than 20 nor more than 60 days prior to the 
Redemption Date, to each Holder of Securities to be redeemed, as 
provided in Section 106.

          Each such notice of redemption shall identify the Securities 
to be redeemed (including CUSIP numbers) and shall specify the 
Redemption Date, the Redemption Price, the Place or Places of Payment, 
that the Securities of such series are being redeemed at the option of 
the Company pursuant to provisions contained in the terms of the 
Securities of such series or in a supplemental indenture establishing 
such series, if such be the case, that on the Redemption Date the 
Redemption Price will become due and payable upon each Security 
redeemed, that payment will be made upon presentation and surrender of 
the applicable Securities, that all Coupons, if any, maturing 
subsequent to the date fixed for redemption shall be void, that any 
interest accrued to the Redemption Date will be paid as specified in 
said notice, and that on and after said Redemption Date any interest 
thereon or on the portions thereof to be redeemed will cease to 
accrue.  If the Securities are convertible, the notice of redemption 
shall also specify the conversion price and the date on which the 
right to convert such Securities or portions thereof will terminate.  
If less than all the Securities of any series are to be redeemed the 
notice of redemption shall specify the numbers of the Securities of 
such series to be redeemed, and, if only Bearer Securities of any 
series are to be redeemed, and if such Bearer Securities may be 
exchanged for Registered Securities, the last date on which exchanges 
of Bearer Securities for Registered Securities not subject to 
redemption may be made.  In case any Security of any 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 Redemption Date, upon surrender of such Security 
and any Coupons appertaining thereto, a new Security or Securities of 
such series in principal amount equal to the unredeemed portion 
thereof and with appropriate Coupons will be issued, or, in the case 
of Registered Securities providing appropriate space for such 
notation, at the option of the Holders, the Trustee, in lieu of 
delivering a new Security or Securities as aforesaid, may make a 
notation on such Security of the payment of the redeemed portion 
thereof.

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

          SECTION 1105.  Deposit of Redemption Price.  On or before 
the opening of business on any Redemption Date, the Company shall 
deposit with the Trustee or with a Paying Agent (or, if the Company is 
acting as its own Paying Agent, segregate and hold in trust as 
provided in Section 1003) an amount of money sufficient to pay the 
Redemption Price of, and (except if the Redemption Date shall be an 
Interest Payment Date) accrued interest on, all the Securities and 
Coupons, if any, which are to be redeemed on that date.  If any 
Security called for redemption is converted pursuant to Article XVI, 
any money deposited with the Trustee or with a Paying Agent or so 
segregated and held in trust for the redemption of such Security shall 
be paid to the Company on Company Request, or if then held by the 
Company, shall be discharged from such trust.

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

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

          If any Security called for redemption shall not be so paid 
upon surrender thereof for redemption, the principal and any premium 
shall, until paid, bear interest from the Redemption Date at the rate 
prescribed therefor in the Security (or, in the case of any Original 
Issue Discount Securities, the Security's Yield to Maturity).

          SECTION 1107.  Security Redeemed in Part.  Any Security 
(including any Coupons appertaining thereto) which is to be redeemed 
only in part shall be surrendered at a Place of Payment therefor 
(with, if the Company or the Trustee so requires, due endorsement by, 
or a written instrument of transfer in form satisfactory to the 
Company and the Trustee duly executed by, the Holder thereof or his 
attorney duly authorized in writing), and the Company shall execute, 
and the Trustee shall authenticate and deliver to the Holder of such 
Security (including any Coupons appertaining thereto) without service 
charge, a new Security (including any Coupons appertaining thereto) or 
Securities (including any Coupons appertaining thereto) of the same 
series and Stated Maturity and like tenor, of any authorized 
denomination as requested by such Holder, in aggregate principal 
amount equal to and in exchange for the unredeemed portion of the 
principal of the Security (including any Coupons appertaining thereto) 
so surrendered.

          SECTION 1108.     Conversion Arrangement on Call for 
Redemption.  In connection with any redemption of Securities, the 
Company may arrange for the purchase and conversion of any Securities 
by an agreement with one or more investment bankers or other 
purchasers to purchase such Securities by paying to the Trustee in 
trust for the Holders, on or before the close of business on the 
Redemption Date, immediately available funds in an amount not less 
than the applicable Redemption Price, together with interest accrued 
to the Redemption Date, of the Securities to be redeemed which have 
not been converted.  Notwithstanding anything to the contrary 
contained in this Article XI, the obligation of the Company to pay the 
Redemption Price of such Securities, together with interest accrued to 
the Redemption Date, shall be deemed to be satisfied and discharged to 
the extent such amount is so paid by such purchasers.  If such an 
agreement is entered into, a copy of which will be filed with the 
Trustee prior to the Redemption Date, any Securities not duly 
surrendered for conversion by the Holders thereof may, at the option 
of the Company, be deemed, to the fullest extent permitted by law, 
acquired by such purchasers from such Holders and (notwithstanding 
anything to the contrary contained in Article XVI hereof) surrendered 
by such purchasers for conversion, all as of immediately prior to the 
close of business on the Redemption Date, subject to payment of the 
above amount as aforesaid.  At the written direction of the Company, 
the Trustee shall hold and dispose of any such amount paid to it in 
the same manner as it would monies deposited with it by the Company 
for the redemption of Securities.  No arrangement between the Company 
and such purchasers for the purchase and conversion of any Securities 
shall increase or otherwise affect any of the powers, duties, 
responsibilities or obligations of the Trustee as set forth in this 
Indenture, and the Company agrees to indemnify the Trustee from, and 
hold it harmless against, any loss, liability or expense arising out 
of or in connection with any such arrangement for the purchase and 
conversion of any Securities between the Company and such purchasers, 
including the costs and expenses incurred by the Trustee in the 
defense of any claim or liability arising out of or in connection with 
the exercise or performance of any of its powers, duties, 
responsibilities or obligations under this Indenture.

                                 ARTICLE XII

                                Sinking Funds
                                -------------

          SECTION 1201.  Applicability of Article.  The provisions of 
this Article shall be applicable to any sinking fund for the 
retirement of Securities (including any Coupons) of a series except as 
otherwise specified as contemplated by Section 301 for Securities 
(including any Coupons) of such series.

          The minimum amount of any sinking fund payment provided for 
by the terms of Securities (including any Coupons) 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 (including any Coupons) of any series is herein referred to 
as an "optional sinking fund payment".  If provided for by the terms 
of Securities (including any Coupons) of any series, the cash amount 
of any sinking fund payment may be subject to reduction as provided in 
Section 1202. Each sinking fund payment shall be applied to the 
redemption of Securities (including any Coupons) of any series as 
provided for by the terms of Securities (including any Coupons) of 
such series.

          SECTION 1202.  Satisfaction of Sinking Fund Payments With 
Securities.  The Company (1) may deliver Outstanding Securities 
(including any Coupons) of a series (other than any previously called 
for redemption) and (2) may apply as a credit Securities (including 
any Coupons) of a series which (A) have been redeemed (or called for 
redemption and for which the Redemption Price, together with accrued 
interest, if any, has been deposited pursuant to Section 1105) or 
otherwise purchased, either at the election of the Company pursuant to 
the terms of such Securities (including any Coupons) or through the 
application of permitted optional sinking fund payments pursuant to 
the terms of such Securities (including any Coupons) or (B) have been 
converted pursuant to the terms of such Securities, in each case in 
satisfaction of all or any part of any sinking fund payment with 
respect to the Securities (including any Coupons) of such series 
required to be made pursuant to the terms of such Securities 
(including any Coupons) as provided for by the terms of such series; 
provided that such Securities (including any Coupons) have not been 
previously so credited.  Such Securities (including any Coupons) shall 
be received and credited for such purpose by the Trustee at the 
Redemption Price specified in such Securities (including any Coupons) 
for redemption through operation of the sinking fund and the amount of 
such sinking fund payment shall be reduced accordingly.

          SECTION 1203.  Redemption of Securities for Sinking Fund.  
Not less than 60 days prior to each sinking fund payment date for any 
series of Securities (including any Coupons), the Company will deliver 
to the Trustee an Officers' Certificate specifying the amount of the 
next ensuing sinking fund payment for that series pursuant to the 
terms of that series, the portion thereof, if any, which is to be 
satisfied by payment of cash and the portion thereof, if any, which is 
to be satisfied by delivering and crediting Securities (including any 
Coupons) of that series pursuant to Section 1202 and the optional 
amount, if any, to be added in cash to the next ensuing mandatory 
sinking fund payment, and will also deliver to the Trustee any 
Securities (including any Coupons) to be so delivered.  If such 
Officers' Certificate shall specify an optional amount to be added in 
cash to the next ensuing mandatory sinking fund payment, the Company 
shall thereupon be obligated to pay the amount therein specified.  Not 
less than 30 days before each such sinking fund payment date the 
Trustee shall select the Securities (including any Coupons) to be 
redeemed upon such sinking fund payment date in the manner specified 
in Section 1103 and cause notice of the redemption thereof to be given 
in the name of and at the expense of the Company in the manner 
provided in Section 1104.  Such notice having been duly given, the 
redemption of such Securities (including any Coupons) shall be made 
upon the terms and in the manner stated in Sections 1106 and 1107.


                                 ARTICLE XIII

                     Meetings of Holders of Securities
                     ---------------------------------

          SECTION 1301.  Purposes for Which Meetings May Be Called.  
If Securities of a series are issuable as Bearer Securities, a meeting 
of Holders of Securities of such series may be called at any time and 
from time to time pursuant to this Article to make, give or take any 
request, demand, authorization, direction, notice, consent, waiver or 
other action provided by this Indenture to be made, given or taken by 
Holders of Securities of such series.

          SECTION 1302.  Call, Notice and Place of Meetings.  (a) The 
Trustee may at any time call a meeting of Holders of Securities of any 
series for any purpose specified in Section 1301, to be held at such 
time and at such place in the Borough of Manhattan, The City of New 
York, or in London, as the Trustee shall determine.  Notice of every 
meeting of Holders of Securities of any series, setting forth the time 
and the place of such meeting and in general terms the action proposed 
to be taken at such meeting, shall be given, in the manner provided in 
Section 106, not less than 21 or more than 180 days prior to the date 
fixed for the meeting.

          (b)     In case at any time the Company, by or pursuant to a 
Board Resolution, or the Holders of at least 10% in principal amount 
of the Outstanding Securities of any series shall have requested the 
Trustee to call a meeting of the Holders of Securities of such series 
for any purpose specified in Section 1301, by written request setting 
forth in reasonable detail the action proposed to be taken at the 
meeting, and the Trustee shall not have made the first publication of 
the notice of such meeting within 21 days after receipt of such 
request or shall not thereafter proceed to cause the meeting to be 
held as provided herein, then the Company or the Holders of Securities 
of such series in the amount above specified, as the case may be, may 
determine the time and the place in the Borough of Manhattan, The City 
of New York, or in London, for such meeting and may call such meeting 
for such purposes by giving notice thereof as provided in subsection 
(a) of this Section.

          SECTION 1303.  Persons Entitled To Vote at Meetings.  To be 
entitled to vote at any meeting of Holders of Securities of any 
series, a Person shall be (1) a Holder of one or more Outstanding 
Securities of such series, or (2) a Person appointed by an instrument 
in writing as proxy for a Holder or Holders of one or more outstanding 
Securities of such series by such Holder or Holders.  The only Persons 
who shall be entitled to be present or to speak at any meeting of 
Holders of Securities of any series shall be the Persons entitled to 
vote at such meeting and their counsel, any representatives of the 
Trustee and its counsel and any representatives of the Company and its 
counsel.

          SECTION 1304.  Quorum; Action.  The Persons entitled to vote 
a majority in principal amount of the Outstanding Securities of a 
series shall constitute a quorum for a meeting of Holders of 
Securities of such series.  In the absence of a quorum within 30 
minutes of the time appointed for any such meeting, the meeting shall, 
if convened at the request of Holders of Securities of such series, be 
dissolved.  In any other case the meeting may be adjourned for a 
period of not less than 10 days as determined by the chairman of the 
meeting prior to the adjournment of such meeting.  In the absence of a 
quorum at any such adjourned meeting, such adjourned meeting may be 
further adjourned for a period of not less than 10 days as determined 
by the chairman of the meeting prior to the adjournment of such 
adjourned meeting.  Notice of the reconvening of any adjourned meeting 
shall be given as provided in Section 1302(a), except that such notice 
need be given only once not less than five days prior to the date on 
which the meeting is scheduled to be reconvened.  Subject to the 
foregoing, at the reconvening of any such further adjourned meeting, 
the Persons entitled to vote 25% in aggregate principal amount of the 
Outstanding Securities of such series shall constitute a quorum for 
the taking of any action set forth in the notice of the original 
meeting.  Notice of the reconvening of an adjourned meeting which was 
adjourned for lack of a quorum shall state expressly the percentage, 
as provided above, of the principal amount of the Outstanding 
Securities of such series which shall constitute a quorum.

          Except as limited by the proviso to Section 902, and subject 
to the provisions described in the next succeeding paragraph, any 
resolution presented to a meeting or adjourned meeting duly reconvened 
at which a quorum is present as aforesaid may be adopted by the 
affirmative vote of the lesser of (1) the Holders of a majority in 
principal amount of the Outstanding Securities of that series and (2) 
66-2/3% in principal amount of Outstanding Securities of such series 
represented and voting at such meeting or adjourned meeting; provided, 
however, that any resolution with respect to any request, demand, 
authorization, direction, notice, consent, waiver or other action 
which this Indenture expressly provides may be made, given or taken by 
the Holders of a specified percentage, which is less than a majority, 
in principal amount of the Outstanding Securities of a series may be 
adopted at a meeting or an adjourned meeting duly reconvened and at 
which a quorum is present as aforesaid by the affirmative vote of the 
lesser of (1) the Holders of such specified percentage in principal 
amount of the Outstanding Securities of that series and (2) a majority 
in principal amount of Outstanding Securities of such series 
represented and voting at such meeting or adjourned meeting.  Any 
resolution passed or decision taken at any meeting of Holders of 
Securities of any series duly held in accordance with this Section 
shall be binding on all the Holders of Securities of such series and 
the related Coupons, whether or not present or represented at the 
meeting.

          With respect to any consent, waiver or other action which 
this Indenture expressly provides may be given by the Holders of a 
specified percentage of Outstanding Securities of all series affected 
thereby (acting as one class), only the principal amount of 
Outstanding Securities of any series represented at a meeting or 
adjourned meeting duly reconvened at which a quorum was present, held 
in accordance with this Section, and voting in favor of such action, 
shall be counted for purposes of calculating the aggregate principal 
amount of Outstanding Securities of all series affected thereby 
favoring such action. 

          SECTION 1305.  Determination of Voting Rights; Conduct and 
Adjournment of Meetings.  (a) Notwithstanding any other provisions of 
this Indenture, the Trustee may make such reasonable regulations as it 
may deem advisable for any meeting of Holders of Securities of a 
series in regard to proof of the holding of Securities of such series 
and of the appointment of proxies and in regard to the appointment and 
duties of inspectors of votes, the submission and examination of 
proxies, certificates and other evidence of the right to vote, and 
such other matters concerning the conduct of the meeting as it shall 
deem appropriate.  Except as otherwise permitted or required by any 
such regulations, the holding of Securities shall be proved in the 
manner specified in Section 104 and the appointment of any proxy shall 
be proved in the manner specified in Section 104 or by having the 
signature of the Person executing the proxy witnessed or guaranteed by 
any trust company, bank or banker authorized by Section 104 to certify 
to the holder of Bearer Securities.  Such regulations may provide that 
written instruments appointing proxies, regular on their face, may be 
presumed valid and genuine without the proof specified in Section 104 
or other proof.

          (b)     The Trustee shall, by an instrument in writing, 
appoint a temporary chairman of the meeting, unless the meeting shall 
have been called by the Company or by Holders of Securities as 
provided in Section 1302(b), in which case the Company or the Holders 
of Securities of the series calling the meeting, as the case may be, 
shall in like manner appoint a temporary chairman.  A permanent 
chairman and a permanent secretary of the meeting shall be elected by 
vote of the Persons entitled to vote a majority in principal amount of 
the Outstanding Securities of such series represented at the meeting.

          (c)     At any meeting each Holder of a Security of such 
series or proxy shall be entitled to one vote for each $1,000 
principal amount (or such other amount as shall be specified as 
contemplated by Section 301) of the Outstanding Securities of such 
series held or represented by him; provided, however, that no vote 
shall be cast or counted at any meeting in respect of any Security 
challenged as not Outstanding and ruled by the chairman of the meeting 
to be not outstanding.  The chairman of the meeting shall have no 
right to vote, except as a Holder of a Security of such series or 
proxy.

          (d)     Any meeting of Holders of Securities of any series 
duly called pursuant to Section 1302 at which a quorum is present may 
be adjourned from time to time by Persons entitled to vote a majority 
in principal amount of the Outstanding Securities of such series 
represented at the meeting; and the meeting may be held as so 
adjourned without further notice.

          SECTION 1306.  Counting Votes and Recording Action of 
Meetings.  The vote upon any resolution submitted to any meeting of 
Holders of Securities of any series shall be by written ballots on 
which shall be subscribed the signatures of the Holders of Securities 
of such series or of their representatives by proxy and the principal 
amounts and serial numbers of the Outstanding Securities of such 
series held or represented by them.  The permanent chairman of the 
meeting shall appoint two inspectors of votes who shall count all 
votes cast at the meeting for or against any resolution and who shall 
make and file with the secretary of the meeting their verified written 
reports in duplicate of all votes cast at the meeting.  A record, at 
least in duplicate, of the proceedings of each meeting of Holders of 
Securities of any series shall be prepared by the secretary of the 
meeting and there shall be attached to said record the original 
reports of the inspectors of votes on any vote by ballot taken thereat 
and affidavits by one or more persons having knowledge of the facts 
setting forth a copy of the notice of the meeting and showing that 
said notice was given as provided in Section 1302 and, if applicable, 
Section 1304.  Each copy shall be signed and verified by the 
affidavits of the permanent chairman and secretary of the meeting and 
one such copy shall be delivered to the Company, and another to the 
Trustee to be preserved by the Trustee, the latter to have attached 
thereto the ballots voted at the meeting.  Any record so signed and 
verified shall be conclusive evidence of the matters therein stated.


                                 ARTICLE XIV

                   Immunity of Incorporators, Stockholders,
                   ----------------------------------------
                            Officers and Directors
                            ----------------------

          SECTION 1401.  Immunity of Incorporators, Stockholders, 
Officers and Directors.  No recourse shall be had for the payment of 
the principal of (or premium, if any, on) or interest, if any, on, any 
Security of any series (or any Coupon appertaining thereto), or any 
part thereof, or for any claim based thereon or otherwise in respect 
thereof, or of the indebtedness represented thereby, or upon any 
obligation, covenant or agreement of this Indenture, against any 
incorporator, direct or indirect stockholder, officer or director, as 
such, past, present or future, of the Company, or of any successor 
corporation, either directly or through the Company or any successor 
corporation, whether by virtue of any constitutional provision, 
statute or rule of law, or by the enforcement of any assessment or 
penalty or otherwise; it being expressly agreed and understood that 
this Indenture and all the Securities of all series (and any Coupons 
appertaining thereto) are solely corporate obligations, and that no 
personal liability whatsoever shall attach to, or be incurred by, any 
incorporator, direct or indirect stockholder, officer or director, as 
such, past, present or future, of the Company or of any successor 
corporation, either directly or through the Company or any successor 
Corporation, because of the incurring of the indebtedness hereby 
authorized or under or by reason of any of the obligations, covenants, 
promises or agreements contained in this Indenture or in any of the 
Securities of any series (or any Coupons appertaining thereto) or to 
be implied herefrom or therefrom, and that all liability, if any, of 
that character against every such incorporator, stockholder, officer 
and director is, by the acceptance of the Securities of any series (or 
any Coupons appertaining thereto), and as a condition of, and as part 
of the consideration for, the execution of this Indenture and the 
issue of the Securities (and any Coupons appertaining thereto), 
expressly waived and released.

                                ARTICLE XV

                              Subordination
                              -------------

          SECTION 1501.  Agreement to Subordinate.  Anything to the 
contrary herein notwithstanding, the Company covenants and agrees, and 
each Holder of Securities of any series (or any Coupons appertaining 
thereto) by acceptance thereof likewise covenants and agrees, that the 
indebtedness represented by the Securities of such series then 
Outstanding (and any Coupons appertaining thereto) and the payment of 
the principal of (and premium, if any, on) and interest, if any, on 
each and all of such Securities of such series (and any Coupons 
appertaining thereto) shall be subordinate and junior in right of 
payment, to the extent and in the manner hereinafter set forth, to all 
Senior Indebtedness (as defined below), whether outstanding at the 
date hereof or incurred after the date hereof.

          SECTION 1502.  No Payments to Holders of Securities in 
Certain Circumstances.  (a) Subject to the next succeeding sentence, 
no payment shall be made by the Company on account of principal of (or 
premium, if any) or interest on the Securities (or any Coupons 
appertaining thereto) or on account of any sinking fund provisions or 
on account of the purchase, redemption or other acquisition of 
Securities (or any Coupons appertaining thereto) (except payments made 
in capital stock of the Company and except that sinking fund payments 
may be satisfied by the use of Securities delivered, redeemed or 
converted as provided in Section 1202 prior to the notice hereinafter 
referred to) if the Trustee shall be in receipt of a written notice 
from a Senior Indebtedness Representative (as defined below) that 
there shall have occurred and be continuing any default in the payment 
of principal, premium, if any, or interest on any Senior Indebtedness 
continuing beyond the period of grace, if any, specified in the 
instrument or lease evidencing such Senior Indebtedness.  Any failure 
by the Company to make any payment on or under any Senior 
Indebtedness, other than any Senior Indebtedness as to which the 
provisions of this Section 1502 shall have been waived by the Company 
in the instrument or instruments by which the Company incurred, 
assumed, guaranteed or otherwise created such Senior Indebtedness, 
shall not be deemed a default under this Section 1502(a) if (1) the 
Company shall in good faith be disputing its obligation to make such 
payment or perform such obligation, and (2) either (A) no final 
judgment relating to such dispute shall have been issued against the 
Company which is in full force and effect and is not subject to 
further review, including a judgment that has become final by reason 
of the expiration of the time within which a party may seek further 
appeal or review, or (B) in the event a judgment that is subject to 
further review or appeal has been issued, the Company shall in good 
faith be prosecuting an appeal or other proceeding for review, and a 
stay of execution shall have been obtained pending such appeal or 
review.

          (b)     Upon any distribution of assets of the Company upon 
any dissolution or winding-up or liquidation or reorganization of the 
Company, whether voluntary or involuntary or in bankruptcy, 
insolvency, receivership or other proceedings, all amounts due or to 
become due upon all Senior Indebtedness shall first be paid in full in 
money or money's worth, or payment thereof provided for in accordance 
with its terms, before any payment is made on account of the principal 
of (and premium, if any) or interest on the Securities (or any Coupons 
appertaining thereto); and upon any such dissolution or winding-up or 
liquidation or reorganization, any payment by the Company, or 
distribution of assets of the Company of any kind or character, 
whether in cash, property or securities (other than in securities 
which are subordinate and junior in right of payment to the payment of 
all Senior Indebtedness which may at the time be outstanding), to 
which the holders of the Securities (or any Coupons appertaining 
thereto) or the Trustee would be entitled except for the provisions of 
this Article XV, shall be paid by the Company or by any receiver, 
trustee in bankruptcy, liquidating trustee, agent or other Person 
making such payment or distribution, or by the Holders of the 
Securities (or any Coupons appertaining thereto) or by the Trustee 
under this Indenture if received by them or it, directly to the 
holders of Senior Indebtedness (pro rata to such holders on the basis 
of the respective amounts of Senior Indebtedness held by such holders, 
as calculated by the Company) or their representative or 
representatives, or to the trustee or trustees under any indenture 
pursuant to which any instruments evidencing any Senior Indebtedness 
may have been issued, as their respective interests may appear, to the 
extent necessary to pay all Senior Indebtedness in full in money or 
money's worth, after giving effect to any concurrent payment or 
distribution to or for the holders of Senior Indebtedness, before any 
payment or distribution is made to the Holders of the Securities (or 
any Coupons appertaining thereto) or to the Trustee.

          In the event that, notwithstanding the foregoing, any 
payment by, or distribution of assets of, the Company of any kind or 
character, whether in cash, property or securities, shall be received 
by the Trustee or the Holders of Securities (or any Coupons 
appertaining thereto) before all Senior Indebtedness is paid in full 
in money or money's worth, or provision is made for such payment, and 
if such fact shall then have been made known to a Responsible Officer 
of the Trustee or, as the case may be, such Holder, then and in such 
event such payment or distribution shall be paid over to the holders 
of such Senior Indebtedness or their representative or representatives 
or to the trustee or trustees under any indenture under which any 
instruments evidencing any of such Senior Indebtedness may have been 
issued, ratably as aforesaid, for application to the payment of all 
Senior Indebtedness remaining unpaid until all such Senior 
Indebtedness shall have been paid in full in money or money's worth, 
after giving effect to any concurrent payment or distribution (or 
provision therefor) to the holders of such Senior Indebtedness.

          The consolidation of the Company with, or the merger of the 
Company into, another corporation or the liquidation or dissolution of 
the Company following the conveyance or transfer of its property as an 
entirety, or substantially as an entirety, to another corporation upon 
the terms and conditions provided for in Article VIII hereof shall not 
be deemed a dissolution, winding-up, liquidation or reorganization for 
the purposes of this Section 1502 if such other corporation shall, as 
a part of such consolidation, merger, conveyance or transfer, comply 
with the conditions stated in Article VIII hereof.

          (c)     The holders of Senior Indebtedness may, at any time 
and from time to time, without the consent of or notice to the Holders 
of Securities (or any Coupons appertaining thereto), without incurring 
responsibility to such Holders and without impairing or releasing the 
obligations of the Holders of Securities (or any Coupons appertaining 
thereto) hereunder to the holders of Senior Indebtedness:  (1) change 
the manner, place or terms of payment or change or extend the time of 
payment of, or renew or alter, Senior Indebtedness, or otherwise amend 
in any manner Senior Indebtedness or any instrument evidencing the 
same or any agreement under which Senior Indebtedness is outstanding; 
(2) sell, exchange, release or otherwise deal with any property 
pledged, mortgaged or otherwise securing Senior Indebtedness; 
(3) release any Person liable in any manner for the collection of 
Senior Indebtedness; and (4) exercise or refrain from exercising any 
rights against the Company and any other Person.

          (d)     Nothing in this Section 1502 shall apply to claims 
of, or payments to, the Trustee pursuant to Section 607.

          SECTION 1503.  Subrogation.  Subject to the payment in full 
of all Senior Indebtedness, the Holders of Securities (and any Coupons 
appertaining thereto) shall be subrogated to the rights of the holders 
of Senior Indebtedness to receive payments or distributions of cash, 
property or securities of the Company applicable to the Senior 
Indebtedness until all amounts owing on the Securities (and any 
Coupons appertaining thereto) shall be paid in full, and, as between 
the Company, its creditors other than holders of Senior Indebtedness, 
and the Holders of Securities (and any Coupons appertaining thereto), 
no such payment or distribution made to the holders of Senior 
Indebtedness by virtue of this Article XV which otherwise would have 
been made to the Holders of Securities (and any Coupons appertaining 
thereto) shall be deemed to be a payment by the Company on account of 
the Senior Indebtedness, it being understood that the provisions of 
this Article XV are and are intended solely for the purpose of 
defining the relative rights of the Holders of Securities (and any 
Coupons appertaining thereto), on the one hand, and the holders of 
Senior Indebtedness, on the other hand.

          SECTION 1504.  Obligation of Company Unconditional.  Nothing 
contained in this Article XV or elsewhere in this Indenture or in any 
Security is intended to or shall impair, as between the Company, its 
creditors other than holders of Senior Indebtedness and the Holders of 
Securities (and any Coupons appertaining thereto), the obligation of 
the Company, which is absolute and unconditional, to pay to the 
Holders of the Securities (and any Coupons appertaining thereto) the 
principal thereof (and premium if any) and interest, if any, thereon 
as and when the same shall become due and payable in accordance with 
their terms, or is intended to or shall affect the relative rights of 
the Holders of the Securities (or any Coupons appertaining thereto) 
and creditors of the Company other than holders of Senior 
Indebtedness, nor shall anything herein prevent the Trustee or any 
Holder of Securities (or any Coupons appertaining thereto) from 
exercising all remedies otherwise permitted by applicable law or 
hereunder upon default hereunder, subject to the rights, if any, under 
this Article XV of holders of Senior Indebtedness in respect of cash, 
property or securities of the Company received upon the exercise of 
any such remedy.

          Upon any payment or distribution of assets of the Company 
referred to in this Article XV, the Trustee and the Holders of 
Securities (or any Coupons appertaining thereto) shall be entitled to 
rely upon any order or decree made by any court of competent 
jurisdiction in which any such dissolution, winding up, liquidation or 
reorganization proceeding affecting the affairs of the Company is 
pending or upon a certificate of the liquidating trustee or agent or 
other person making any payment or distribution to the Trustee or to 
the Holders of Securities (or any Coupons appertaining thereto) for 
the purpose of ascertaining the persons entitled to participate in 
such payment or distribution, the holders of the Senior Indebtedness 
and other indebtedness of the Company, the amount thereof or payable 
thereon, the amount paid or distributed thereon and all other facts 
pertinent thereto or to this Article XV.

          SECTION 1505.  Payments on Securities Permitted.  Nothing 
contained in this Article XV or elsewhere in this Indenture, or in any 
of the Securities (or any Coupons appertaining thereto) shall (1) 
affect the obligation of the Company to make, or prevent the Company 
from making, at any time except in the event of any event specified in 
paragraph (a) or (b) of Section 1502, payments at any time of 
principal of (or premium, if any) or interest, if any, on the 
Securities of any series (or any Coupons appertaining thereto) or of 
any sinking fund payments with respect to the Securities of any 
series, or (2) prevent the application by the Trustee or any Paying 
Agent of any moneys deposited prior to the receipt by the Trustee of 
the notice referred to in Section 1502(a) with the Trustee or such 
Paying Agent in trust for the purpose of paying a specified 
installment or installments of interest on the Securities of any 
series (or any Coupons appertaining thereto), to the payment of such 
installments of interest on the Securities of any series (or any 
Coupons appertaining thereto).

          SECTION 1506.  Effectuation of Subordination by Trustee.  
Each holder of Securities (or any Coupons appertaining thereto), by 
his acceptance thereof, authorizes and directs the Trustee on his 
behalf to take such action as may be necessary or appropriate to 
effectuate the subordination provided in this Article XV and appoints 
the Trustee his attorney-in-fact for any and all such purposes.

          SECTION 1507.  Knowledge of Trustee.  The Company shall give 
prompt written notice to the Trustee of any fact known to the Company 
which would prohibit the making of any payment of moneys to or by the 
Trustee in respect of the Securities (or any Coupons appertaining 
thereto) pursuant to the provisions of this Article XV.  
Notwithstanding the provisions of this Article XV or any other 
provisions of this Indenture, the Trustee shall not be charged with 
knowledge of the existence of any facts which would prohibit the 
making of any payment of moneys to or by the Trustee, or the taking of 
any other action by the Trustee, unless and until the Trustee shall 
have received written notice thereof from the Company or a Senior 
Indebtedness Representative.

          Prior to the receipt of any such written notice, the 
Trustee, subject to the provisions of Section 601, shall be entitled 
in all respects to assume that no such facts exist; provided, that if 
on a date not less than two Business Days prior to the date upon which 
by the terms hereof any such moneys may become payable for any purpose 
(including, without limitation, the payment of the principal of or 
premium or interest, if any, on any Securities (or any Coupons 
appertaining thereto)), the Trustee shall not have received with 
respect to such moneys the notice provided for in this Section 1507, 
then, anything herein contained to the contrary notwithstanding, the 
Trustee shall have full power and authority to receive such moneys and 
to apply the same to the purpose for which they were received, and 
shall not be affected by any notice to the contrary which may be 
received by it on or after such prior date.

          The Trustee shall be entitled to rely on the delivery to it 
of a written notice by a Person representing himself to be a Senior 
Indebtedness Representative to establish that such notice has been 
given by a Senior Indebtedness Representative.  In the event that the 
Trustee determines, in good faith, that further evidence is required 
with respect to the right of any person as a holder of Senior 
Indebtedness to participate in any payment or distribution pursuant to 
this Article XV, the Trustee may request such person to furnish 
evidence to the reasonable satisfaction of the Trustee as to the 
amount of Senior Indebtedness held by such person, as to the extent to 
which such person is entitled to participate in such payment or 
distribution, and as to other facts pertinent to the rights of such 
person under this Article XV, and if such evidence is not furnished, 
the Trustee may defer any payment to such person pending judicial 
determination as to the right of such person to receive such payment.

          SECTION 1508.  Trustee May Hold Senior Indebtedness; 
Trustee's Relation to Senior Indebtedness.  The Trustee shall be 
entitled to all the rights set forth in this Article XV with respect 
to any Senior Indebtedness at the time held by it, to the same extent 
as any other holder of Senior Indebtedness, and nothing in Section 613 
or elsewhere in this Indenture shall deprive the Trustee of any of its 
rights as such holder.

          The Trustee shall not be deemed to owe any fiduciary duty to 
the holders of Senior Indebtedness and, with respect to the holders of 
Senior Indebtedness, the Trustee undertakes to perform or to observe 
only such of its covenants and obligations as are specifically set 
forth in this Article XV, and no implied covenants or obligations with 
respect to the holders of Senior Indebtedness shall be read into this 
Indenture against the Trustee.  Subject to the provisions of Section 
601, the Trustee shall not be liable to any holder of Senior 
Indebtedness if it shall mistakenly pay over or deliver to Holders of 
Securities (or any Coupons appertaining thereto), the Company or any 
other person moneys or assets to which any holder of Senior 
Indebtedness shall be entitled by virtue of this Article XV or 
otherwise.

          SECTION 1509.  Rights of Holders of Senior Indebtedness Not 
Impaired.  No right of any present or future holder of any Senior 
Indebtedness to enforce the subordination herein shall at any time or 
in any way be prejudiced or impaired by any act or failure to act on 
the part of the Company or by any non-compliance by the Company with 
the terms, provisions and covenants of this Indenture, regardless of 
any knowledge thereof any such holder may have or be otherwise charged 
with.

          SECTION 1510.  Rights and Obligations Subject to Power of 
Court.  The right of the holders of Senior Indebtedness and the 
obligations of the Trustee and the Holders of Securities (and any 
Coupons appertaining thereto) set forth in this Article XV are subject 
to the power of a court of competent jurisdiction to make other 
equitable provision reflecting the rights conferred in this Indenture 
upon the Senior Indebtedness and the holders thereof with respect to 
the Securities (and any Coupons appertaining thereto) and the Holders 
thereof by a plan of reorganization under applicable bankruptcy law.

          SECTION 1511.  Article XV Not to Prevent Events of Default. 
 No provision of this Article XV shall prevent the occurrence of any 
default or Event of Default hereunder.

          SECTION 1512.  Definitions.  The following terms shall have 
the following meanings: 

          "Senior Indebtedness" means the principal of, premium, if 
any, and interest on, and any other payment due pursuant to the terms 
of an instrument (including, without limitation, fees, expenses, 
collection expenses (including attorneys' fees), interest yield 
amounts, post-petition interest and taxes) creating, securing or 
evidencing any of the following, whether outstanding at the date 
hereof or hereafter incurred or created:

          (1)     all indebtedness of the Company for money borrowed 
     or constituting amounts due in respect of reimbursement 
     obligations relating to letters of credit (including, but not 
     limited to, any indebtedness secured by a mortgage, conditional 
     sales contract or other lien which is (A) given to secure all or 
     part of the purchase price of property subject thereto, whether 
     given to the vendor of such property or to another or (B) 
     existing on property at the time of acquisition thereof);

          (2)     all indebtedness of the Company evidenced by notes, 
     debentures, bonds or other securities;

          (3)     all indebtedness of others of the kinds described in 
     either of the preceding clauses (1) or (2) assumed by or 
     guaranteed in any manner by the Company or in effect guaranteed 
     by the Company through an agreement to purchase, contingent or 
     otherwise; and

          (4)     all renewals, deferrals, increases, extensions or 
     refundings of and modifications to indebtedness of the kinds 
     described in any of the preceding clauses (1), (2) or (3);

unless, in the case of any particular indebtedness, renewal, extension 
or refunding, the instrument creating or evidencing the same or the 
assumption or guarantee of the same provides that such indebtedness, 
renewal, extension, deferral, increase, modification or refunding is 
not superior in right of payment to the Securities or is pari passu 
with or subordinate by its terms in right of payment to the 
Securities; provided that Senior Indebtedness shall not include (1) 
the Securities of any series issued under this Indenture or (2) the 
Company's 8 1/4% Convertible Subordinated Notes due 2000.  The 
Securities shall not be superior in right of payment to any of such 
foregoing indebtedness.

          "Senior Indebtedness Representative" means (1) in the case 
of Senior Indebtedness held by one Person, such Person, (2) in the 
case of Senior Indebtedness issued under an indenture, the trustee 
under such indenture and (3) in the case of Senior Indebtedness issued 
pursuant to an instrument or agreement (other than an indenture) that 
authorizes an agent or other representative to represent the interests 
of a group of creditors under such instrument or agreement, such agent 
or representative; provided, however, in the case of (2) or (3), such 
trustee, agent or representative is acting pursuant to due authority 
pursuant to the related indenture, instrument or agreement.


                                 ARTICLE XVI

                                 Conversion
                                 ----------

          SECTION 1601.  Applicability of Article.  Securities of any 
series which are convertible into Common Stock (as defined below) at 
the option of the Holder shall be convertible in accordance with their 
terms and (except as otherwise specified as contemplated by Section 
301 for Securities of any series) in accordance with this Article.  
Each reference in this Article to "a Security" or "the Securities" 
refers to the Securities of the particular series that is convertible 
into Common Stock.  If more than one series of Securities with 
conversion privileges are outstanding at any time, the provisions of 
this Article shall be applied separately to each such series.

          SECTION 1602.  Conversion Privilege.  A Holder of a Security 
of any authorized denomination of any series may convert it into 
Common Stock, at any time during the period specified in the 
Securities of that series, at the conversion price or conversion rate 
in effect on the conversion date, except that, with respect to any 
Security (or portion thereof) called for redemption, such right shall 
terminate at the close of business on the Redemption Date (or such 
other day as may be specified as contemplated by Section 301 for 
Securities of such series), unless the Company shall default in 
payment of the Redemption Price.

          The initial conversion price or conversion rate in respect 
of a series of Securities shall be as specified in the Securities of 
that series.  The conversion price or conversion rate shall be subject 
to adjustment on the terms set forth in this Article XVI or such other 
or different terms, if any, as may be specified as contemplated by 
Section 301 for Securities of such series.

          A Holder may convert any Security in full and may convert a 
portion of a Security if the portion to be converted and the remaining 
portion of such Security are in denominations issuable for that series 
of Securities.  Provisions of this Indenture that apply to conversion 
of all of a Security shall also apply to conversion of a portion of it.

          SECTION 1603.  Conversion Procedure.  To convert a Security 
of any series, a Holder must satisfy the requirements for conversion 
contained on the Securities of that series.  The date on which the 
Holder shall satisfy all such requirements shall be the conversion 
date.  As soon as practicable after the conversion date, the Company 
shall deliver to the Holder through the office or agency maintained by 
the Company pursuant to Section 1002 a certificate for the number of 
shares of Common Stock issuable upon the conversion and cash or its 
check in lieu of any fractional share.  The person in whose name such 
certificate is registered shall become a stockholder of record on the 
conversion date, and the rights of the Holder of the Securities so 
converted as a Holder thereof, shall cease as of such date.

          If a Holder converts more than one Security of any series at 
the same time, the number of full shares issuable upon such conversion 
shall be based on the total principal amount of the Securities of such 
series so converted.

          Upon surrender of a Security of any series that is converted 
in part, the Trustee shall authenticate for the Holder a new Security 
or Securities of that series equal in principal amount to the 
unconverted portion of the Security surrendered together with any 
Coupons appertaining thereto.

          The Company will not be required to deliver certificates for 
shares of Common Stock upon conversion while its stock transfer books 
are closed for a meeting of stockholders or for the payment of 
dividends or for any other purpose, but certificates for shares of 
Common Stock shall be delivered as soon as the stock transfer books 
shall again be opened.

          Registered Securities of any series surrendered for 
conversion during the period from the close of business on any Regular 
Record Date next preceding any Interest Payment Date for such series 
to the opening of business on such Interest Payment Date shall (except 
in the case of Registered Securities or portions thereof which have 
been called for redemption on a Redemption Date within such period) be 
accompanied by payment in funds acceptable to the Company of an amount 
equal to the interest payable on such Interest Payment Date on the 
principal amount of Securities being surrendered for conversion (or, 
if such Registered Security was issued in exchange for a Bearer 
Security after the close of business on such Regular Record Date, by 
surrender of one or more Coupons relating to such Interest Payment 
Date or by both payment in such funds and surrender of such Coupon or 
Coupons, in either case, in an amount equal to the interest payable on 
such Interest Payment Date on the principal amount of the Registered 
Security then being converted); provided, that no such payment need be 
made if there shall exist, at the time of conversion, a default in the 
payment of interest on the Securities of such series.  The funds so 
delivered shall be paid to the Company on or after such Interest 
Payment Date unless the Company shall default in the payment of the 
interest due on such Interest Payment Date, in which event such funds 
shall be paid to the Holder who made such required payment.  Except as 
provided above in this Section and subject to the last paragraph of 
Section 307, no payment or adjustment shall be made upon any 
conversion on account of any interest accrued on the Securities 
surrendered for conversion or on account of any dividends on the 
Common Stock issued upon conversion.

          SECTION 1604.  Cash Payments in Lieu of Fractional Shares.  
No fractional shares of Common Stock or script representing fractional 
shares shall be issued upon conversion of a Security.  If any 
fractional share of stock would be issuable upon the conversion of any 
Security or portion thereof, the Company shall make an adjustment 
therefor in cash at the current market value thereof.  The current 
market value of a share of Common Stock shall be the last reported 
sale price on the first day (which is not a Legal Holiday) immediately 
preceding the day on which the Securities (or specified portions 
thereof) are deemed to have been converted and such last reported sale 
price shall be determined by the Trustee as provided in the second 
sentence of subsection (d) of Section 1605.

          SECTION 1605.  Adjustment of Conversion Price.  The 
conversion price or conversion rate shall be adjusted from time to 
time by the Company as follows:

          (a)     In case the Company shall (1) pay a dividend, or 
make a distribution, in shares of its Common Stock, on its Common 
Stock, (2) subdivide its outstanding Common Stock into a greater 
number of shares, or (3) combine its outstanding Common Stock 
into a smaller number of shares, the conversion price or 
conversion rate in effect immediately prior thereto shall be 
adjusted so that the Holder of any Security thereafter 
surrendered for conversion shall be entitled to receive the 
number of shares of Common Stock of the Company which he would 
have owned or have been entitled to receive after the happening 
of any of the events described above had such Security been 
converted immediately prior to the happening of such event.  An 
adjustment made pursuant to this subsection (a) shall become 
effective immediately after the record date in the case of a 
dividend and shall become effective immediately after the 
effective date in the case of subdivision or combination.

          (b)     In case the Company shall issue rights or warrants 
to substantially all holders of its Common Stock entitling them 
(for a period expiring within 45 days after the record date 
mentioned below) to subscribe for or purchase Common Stock (or 
securities convertible into Common Stock) at a price per share 
less than the current market price per share of Common Stock (as 
determined in accordance with subsection (d) below) at the record 
date for the determination of stockholders entitled to receive 
such rights or warrants, except as provided in subsection (e) 
below, the conversion price or conversion rate in effect 
immediately prior thereto shall be adjusted so that the same 
shall equal the price or rate determined by multiplying the 
conversion price or dividing the conversion rate, as the case may 
be, in effect immediately prior to the date of issuance of such 
rights or warrants by a fraction of which the numerator shall be 
the number of shares of Common Stock outstanding on the date of 
issuance of such rights or warrants plus the number of shares of 
Common Stock which the aggregate offering price of the total 
number of securities so offered would purchase at such current 
market price, and of which the denominator shall be the number of 
shares of Common Stock outstanding on the date of issuance of 
such rights or warrants plus the number of additional shares of 
Common Stock (including shares represented by securities 
convertible into Common Stock) offered for subscription or 
purchase.  Such adjustment shall be made successively whenever 
any such rights or warrants are issued, and shall become 
effective immediately after such record date.  Except as provided 
in subsection (d) below, in determining whether any rights or 
warrants entitle the holders to subscribe for or purchase shares 
of Common Stock (including shares represented by securities 
convertible into Common Stock) at less than such current market 
price, and in determining the aggregate offering price of such 
shares of Common Stock, there shall be taken into account any 
consideration received by the Company for such rights or 
warrants, the value of such consideration, if other than cash, to 
be determined by the Board of Directors of the Company whose 
determination shall be conclusive and described in a certificate 
filed with the Trustee.  Upon the expiration of any right or 
warrant to purchase Common Stock (or securities convertible into 
Common Stock) the issuance of which resulted in an adjustment in 
the conversion price or rate pursuant to this subsection (b), if 
any such right or warrant shall expire and shall not have been 
exercised, the conversion price or rate shall immediately upon 
such expiration be recomputed to the conversion price or rate 
which would have been in effect had the adjustment of the 
conversion price or rate made upon the issuance of such rights or 
warrants been made on the basis of offering for subscription or 
purchase only that number of shares of Common Stock (or 
securities convertible into Common Stock) actually purchased upon 
the exercise of such rights or warrants actually exercised.

          (c)     In case the Company shall distribute to 
substantially all holders of its Common Stock any shares of 
capital stock of the Company (other than Common Stock or capital 
stock convertible into Common Stock) or evidences of its 
indebtedness or assets (excluding cash dividends or other 
distributions to the extent paid from current or retained 
earnings of the Company) or rights or warrants to subscribe for 
or purchase any of its securities (excluding those referred to in 
subsection (b) above), then, except as provided in subsection (e) 
below, in each such case the conversion price or conversion rate 
shall be adjusted by multiplying the conversion price or dividing 
the conversion rate, as the case may be, in effect immediately 
prior to the record date for the determination of stockholders 
entitled to receive such distribution by a fraction of which the 
numerator shall be the current market price per share (as defined 
in subsection (d) below) of the Common Stock on such record date 
less the fair market value on such record date (as determined by 
the Board of Directors of the Company, whose determination shall 
be conclusive, and described in a certificate filed with the 
Trustee) of the portion of the capital stock or assets or 
evidences of indebtedness so distributed or of such rights or 
warrants applicable to one share of Common Stock, and the 
denominator shall be the current market price per share (as 
defined in subsection (d) below) of the Common Stock on such 
record date.  Such adjustment shall become effective immediately 
after the record date for the determination of stockholders 
entitled to receive such distribution, except as provided in 
subsection (e) below.

          (d)     For the purpose of any computation under subsections 
(b) and (c) of this Section, the current market price per share 
of Common Stock on any date shall be deemed to be the average of 
the daily closing prices for the 20 consecutive Trading Days (as 
defined below) commencing with the 30th Trading Day before the 
day in question.  The closing price for each day shall be the 
last reported sales price regular way or, in case no such 
reported sale takes place on such day, the average of the 
reported closing bid and asked prices regular way, in either case 
on the New York Stock Exchange or, if the Common Stock is not 
listed or admitted to trading on such exchange, on the principal 
national securities exchange on which the Common Stock is listed 
or admitted to trading (based on the aggregate dollar value of 
all securities listed or admitted to trading) or, if not listed 
or admitted to trading on any national securities exchange, on 
the NASDAQ National Market System or, if the Common Stock is not 
listed or admitted to trading on any national securities exchange 
or quoted on the NASDAQ National Market System, the average of 
the closing bid and asked prices in the over-the-counter market 
as furnished by any New York Stock Exchange member firm selected 
from time to time by the Company for that purpose, or, if such 
prices are not available, the fair market value set by, or in a 
manner established by, the Board of Directors of the Company in 
good faith.  In addition, for purposes of any computation under 
subsection (b) and (c) above: (1) the market value or exercise 
price of any rights or warrants shall be determined without 
giving effect to any potential adjustment that is contingent upon 
the occurrence of any event other than the passage of time; and 
(2) to the extent that any right or warrant is subject to any 
condition (other than the passage of time), the date of issuance 
or distribution of such right or warrant and the record date for 
the determination of stockholders entitled to receive such rights 
or warrants shall be deemed to be the date of occurrence of such 
condition.

          (e)     No adjustment in the conversion price or conversion 
rate shall be required unless such adjustment would require an 
increase or decrease of at least 1% in such price or rate; 
provided however, that any adjustments which by reason of this 
subsection (e) are not required to be made shall be carried 
forward and taken into account in any subsequent adjustment.  All 
calculations under this Article XVI shall be made by the Company 
and shall be made to the nearest cent or to the nearest one 
hundredth of a share, as the case may be.  Anything in this 
Section 1605 to the contrary notwithstanding, the Company shall 
be entitled to make such reductions in the conversion price or 
increases in the conversion rate, in addition to those required 
by this Section 1605, as it in its discretion shall determine to 
be advisable in order that any stock dividends, subdivision of 
shares, distribution of rights to purchase stock or securities, 
or a distribution of securities convertible into or exchangeable 
for stock hereafter made by the Company to its stockholders shall 
not be taxable.

          (f)     Whenever the conversion price or conversion rate is 
adjusted as herein provided, the Company shall promptly file with 
the Trustee and any conversion agent other than the Trustee an 
Officers' Certificate setting forth the conversion price or 
conversion rate after such adjustment and setting forth a brief 
statement of the facts requiring such adjustment.  Promptly after 
delivery of such certificate, the Company shall prepare a notice 
of such adjustment of the conversion price or conversion rate 
setting forth the adjusted conversion price or conversion rate 
and the date on which such adjustment becomes effective and shall 
mail such notice of such adjustment to the Holder of each 
Registered Security at his last address appearing on the Security 
Register.

          (g)     In any case in which this Section 1605 provides that 
an adjustment shall become effective immediately after a record 
date for an event, the Company may defer until the occurrence of 
such event (1) issuing to the Holder of any Security converted 
after such record date and before the occurrence of such event 
the additional shares of Common Stock issuable upon such 
conversion by reason of the adjustment required by such event 
over and above the Common Stock issuable upon such conversion 
before giving effect to such adjustment and (2) paying to such 
Holder any amount in cash in lieu of any fraction pursuant to 
Section 1604.

          SECTION 1606.  Rights Issued in Respect of Common Stock 
Issued Upon Conversion.  Each share of Common Stock issued upon 
conversion of Securities pursuant to this Article XVI shall be 
entitled to receive the appropriate number of Rights (as defined 
below), if any, and the certificates representing the Common Stock 
issued upon such conversion shall bear such legends, if any, in each 
case as provided by and subject to the terms of the Rights Agreement 
(as defined below) as in effect at the time of such conversion.  
Notwithstanding anything else to the contrary in this Article XVI, 
there shall not be any adjustment to the conversion privilege or 
conversion price or conversion rate as a result of (1) the 
distribution of separate certificates representing the Rights, (2) the 
occurrence of certain events entitling holders of Rights to receive, 
upon exercise thereof, Common Stock of the Company or capital stock of 
another corporation or (3) the exercise of such Rights in accordance 
with the Rights Agreement.

          SECTION 1607.  Effect of Reclassification, Consolidation, 
Merger or Sale.  If any of the following events occur, namely (1) any 
reclassification or change of outstanding shares of Common Stock 
(other than a charge in par value, or from par value to no par value, 
or from no par value to par value, or as a result of a subdivision or 
combination), (2) any consolidation, merger or combination of the 
Company with another corporation or entity as a result of which 
holders of Common Stock shall be entitled to receive stock, securities 
or other property or assets (including cash) with respect to or in 
exchange for such Common Stock, or (3) any sale or conveyance of the 
properties and assets of the Company as, or substantially as, an 
entirety to any other corporation or entity as a result of which 
holders of Common Stock shall be entitled to receive stock, securities 
or other property or assets (including cash) with respect to or in 
exchange for such Common Stock shall occur, then the Company or the 
successor or purchasing corporation, as the case may be, shall execute 
with the Trustee a supplemental indenture (which shall conform to the 
Trust Indenture Act as in force at the date of execution of such 
supplemental indenture) providing that each Security shall be 
convertible into the kind and amount of shares of stock and other 
securities or property or assets (including cash) receivable upon such 
reclassification, change, consolidation, merger, combination, sale or 
conveyance by a holder of a number of shares of Common Stock issuable 
upon conversion of such Security immediately prior to such 
reclassification, change, consolidation, merger, combination, sale or 
conveyance.  Such supplemental indenture shall provide for adjustments 
which shall be as nearly equivalent as may be practicable to the 
adjustments provided for in this Article.

          The Company shall cause notice of the execution of such 
supplemental indenture to be mailed to each Holder of Registered 
Securities, at his address appearing on the Security Register.

          The above provisions of this Section shall similarly apply 
to successive reclassifications, changes, consolidations, mergers, 
combinations, sales and conveyances.

          SECTION 1608.  Taxes on Shares Issued.  The issue of stock 
certificates on conversions of Securities shall be made without charge 
to the converting Holder for any tax in respect of the issue thereof. 
 The Company shall not, however, be required to pay any tax which may 
be payable in respect of any transfer involved in the issue and 
delivery of stock in any name other than that of the Holder of any 
Security converted, and the Company shall not be required to issue or 
deliver any such stock certificate unless and until the Person or 
Persons requesting the issue thereof shall have paid to the Company 
the amount of such tax or shall have established to the satisfaction 
of the Company that such tax has been paid.

          SECTION 1609.  Reservation of Shares; Shares to be Fully 
Paid; Compliance with Governmental Requirements; Listing of Common 
Stock.  The Company shall use its best efforts to provide, free from 
preemptive rights, out of its authorized but unissued shares or shares 
held in treasury, sufficient shares to provide for the conversion of 
the Securities from time to time as such Securities are presented for 
conversion.

          Before taking any action which would cause an adjustment 
reducing the effective conversion price below the then par value, if 
any, of the shares of Common Stock issuable upon conversion of the 
Securities, the Company will take all corporate action which may, in 
the opinion of its counsel, be necessary in order that the Company may 
validly and legally issue shares of such Common Stock at such adjusted 
conversion price or rate.

          The Company covenants that all shares of Common Stock which 
may be issued upon conversion of Securities will upon issue be fully 
paid and nonassessable by the Company and free from all taxes, liens 
and charges with respect to the issue thereof.

          The Company covenants that if any shares of Common Stock to 
be provided for the purpose of conversion of Securities hereunder 
require registration with or approval of any governmental authority 
under any Federal or State law before such shares may be validly 
issued upon conversion, the Company will in good faith and as 
expeditiously as possible endeavor to secure such registration or 
approval, as the case may be.

          The Company further covenants that so long as the Common 
Stock shall be listed on the New York Stock Exchange or any other 
national securities exchange the Company will, if permitted by the 
rules of such exchange, list and keep listed all Common Stock issuable 
upon conversion of the Securities. 

          SECTION 1610.  Responsibility of Trustee.  The Trustee and 
any other conversion agent shall not at any time be under any duty or 
responsibility to any Holder to determine whether any facts exist 
which may require any adjustment of the conversion price or conversion 
rate, or with respect to the nature or extent or calculation of any 
such adjustment when made, or with respect to the method employed, or 
herein or in any supplemental indenture provided to be employed, in 
making the same.  The Trustee and any other conversion agent shall not 
be accountable with respect to the validity or value (or the kind or 
amount) of any shares of Common Stock, or of any securities or 
property, which may at any time be issued or delivered upon the 
conversion of any Security; and the Trustee and any other conversion 
agent make no representations with respect thereto.  Subject to the 
provisions of Section 601, neither the Trustee nor any conversion 
agent shall be responsible for any failure of the Company to issue, 
transfer or deliver any shares of Common Stock or stock certificates 
or other securities or property or cash upon the surrender of any 
Security for the purpose of conversion or to comply with any of the 
duties, responsibilities or covenants of the Company contained in this 
Article.  Without limiting the generality of the foregoing, neither 
the Trustee nor any conversion agent shall be under any responsibility 
to determine whether a supplemental indenture under Section 1607 need 
be entered into or the correctness of any provisions contained in any 
supplemental indenture entered into pursuant to Section 1607 relating 
either to the kind or amount of shares of stock or securities or 
property (including cash) receivable by Holders of Securities upon the 
conversion of their Securities after any event referred to in such 
Section 1607 or to any adjustment to be made with respect thereto, 
but, subject to the provisions of Section 601, may accept as 
conclusive evidence of the correctness of any such provisions, and 
shall be protected in relying upon, the Officers' Certificate (which 
the Company shall be obligated to file with the Trustee prior to the 
execution of any such supplemental indenture) with respect thereto.

          SECTION 1611.  Notice to Holders Prior to Certain Actions.  
In case:

               (1)     the Company shall declare a dividend (or any 
     other distribution) on its Common Stock (other than in cash 
     out of current or retained earnings or pursuant to the 
     Rights Agreement); or

               (2)     The Company shall authorize the granting to 
     substantially all the holders of its Common Stock of rights 
     or warrants to subscribe for or purchase any share of any 
     class or any other rights or warrants; or

               (3)     of any reclassification of the Common Stock of 
     the Company (other than a subdivision or combination of its 
     outstanding Common Stock, or a change in par value, or from
     par value to no par value, or from no par value to par 
     value), or of any consolidation or merger to which the 
     Company is a party and for which approval of any 
     stockholders of the Company is required, or of the sale or 
     transfer of all or substantially all of the assets of the Company; or

               (4)     of the voluntary or involuntary dissolution, 
     liquidation or winding-up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed 
to each Holder of Registered Securities at his address appearing on 
the Security Register, as promptly as possible but in any event at 
least fifteen days prior to the applicable date hereinafter specified, 
a notice stating (1) the date on which a record is to be taken for the 
purpose of such dividend, distribution or rights or warrants, or, if a 
record is not to be taken, the date as of which the holders of Common 
Stock of record to be entitled to such dividend, distribution or 
rights are to be determined, or (2) the date on which such 
reclassification, consolidation, merger, sale, transfer, dissolution, 
liquidation or winding-up is expected to become effective or occur, 
and the date as of which it is expected that holders of Common Stock 
of record shall be entitled to exchange their Common Stock for 
securities or other property deliverable upon such reclassification, 
consolidation, merger, sale, transfer, dissolution, liquidation or 
winding-up.  Failure to give such notice, or any defect therein, shall 
not affect the legality or validity of such dividend, distribution, 
reclassification, consolidation, merger, sale, transfer, dissolution, 
liquidation or winding-up.

          SECTION 1612.  Definitions.  The following terms shall have 
the following meanings:

          "Common Stock" means any stock of any class of the Company 
which has no preference in respect of dividends or of amounts payable 
in the event of any voluntary or involuntary liquidation, dissolution 
or winding up of the Company and which is not subject to redemption by 
the Company.  Subject to the provisions of Section 1607, however, 
shares issuable on conversion of Securities shall include only shares 
of the class designated as Common Stock of the Company at the date of 
this Indenture or shares of any class or classes resulting from any 
reclassification or reclassifications thereof and which have no 
preference in respect of dividends or of amounts payable in the event 
of any voluntary or involuntary liquidation, dissolution or winding up 
of the Company and which are not subject to redemption by the Company; 
provided that if at any time there shall be more than one such 
resulting class, the shares of each such class then so issuable shall 
be substantially in the proportion which the total number of shares of 
such class resulting from all such reclassifications bears to the 
total number of shares of all such classes resulting from all such 
reclassifications.

          "Rights" mean the Preferred Share Purchase Rights heretofore 
or in the future distributed to stockholders of the Company pursuant 
to the Rights Agreement.

          "Rights Agreement" means the Rights Agreement dated March 7, 
1986 between the Company and Harris Trust Company of New York, as 
Rights Agent, as it may be amended, supplemented or restated from time 
to time (including any agreements of a similar nature in replacement 
thereof).

          "Trading Day" means a day on which the national securities 
exchange (or the NASDAQ National Market System) on which the Common 
Stock is listed or admitted to trading is open for the transaction of 
business or the reporting of trades or, if the Common Stock is not so 
listed or admitted, a day on which the New York Stock Exchange is open 
for the transaction of business


          IN WITNESS WHEREOF, the parties hereto have caused this 
Indenture to be duly signed all as of the date first written above. 

                                         UNISYS CORPORATION



                                         By: _______________________
                                             Name:
                                             Title:

                                         THE BANK OF NEW YORK,
                                         as Trustee


                                         By: _______________________
                                             Name:
                                             Title:

<PAGE>
                                  EXHIBIT A

                          [FORMS OF CERTIFICATION]

                 [FORM OF CERTIFICATE TO BE GIVEN BY PERSON
                 ENTITLED TO RECEIVE BEARER SECURITY OR TO
                 OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                                 EXHIBIT A.1.
                              UNISYS CORPORATION

                   [Insert title or sufficient description
                      of Securities to be delivered]
                              (the "Securities")

          This is to certify that, as of the date hereof, and except 
as set forth below, the above-referenced Securities held by you for 
our account (i) are owned by persons that are not citizens or 
residents of the United States, domestic partnerships, domestic 
corporations, or any estate or trust the income of which is subject to 
United States federal income taxation regardless of its source 
("United States persons"), (ii) are owned by United States person(s) 
that (a) are foreign branches of United States financial institutions 
(as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) 
("financial institutions") purchasing for their own account or for 
resale, or (b) acquired the Securities through foreign branches of 
United States financial institutions and who hold the Securities 
through such United States financial institutions on the date hereof 
(and in either case (a) or (b), each such United States financial 
institution hereby agrees, on its own behalf or through its agent, 
that you may advise the issuer's agent that it will comply with the 
requirements of Section 165(j)(3)(A), (B) or (C) of the United States 
Internal Revenue Code of 1986, as amended, and the regulations 
thereunder), or (iii) are owned by financial institution(s) for 
purposes of resale during the restricted period (as defined in U.S. 
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition, 
if we are a financial institution described in clause (iii) above 
(whether or not also described in clause (i) or (ii)), we certify that 
we have not acquired the Securities for purposes of resale directly or 
indirectly to a United States person or to a person within the United 
States or its possessions.

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

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

          This certification excepts and does not relate to 
$______________ of such interest in the above Securities, in respect 
of which we are not able to certify and as to which we understand 
exchange and delivery of definitive Securities (or, if relevant, 
exercise of any rights or collection of any interest) cannot be made 
until we do so certify.

          We understand that this certification is required in 
connection with certain tax laws of the United States.  In connection 
therewith, if administrative or legal proceedings are commenced or 
threatened in connection with which this certification is or would be 
relevant, we irrevocably authorize you to produce this certification 
to any interested party in such proceedings.

Dated:    _____________________________
          [To be dated no earlier
          than 15 days prior to the
          Exchange Date or the first
          interest payment date prior 
          to the Exchange Date, as
          relevant]



By:       _____________________________
          As, or as agent for, the
          beneficial owner(s) of the
          Securities to which this
          certificate relates.

<PAGE>
                                 EXHIBIT A.2


                      [FORM OF CERTIFICATE TO BE GIVEN BY
                          EURO-CLEAR OR CEDEL S.A. IN 
                      CONNECTION WITH THE EXCHANGE OF A
                    PORTION OF A TEMPORARY GLOBAL SECURITY
              OR TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                              UNISYS CORPORATION

                  [Insert title or sufficient description
                      of Securities to be delivered]
                              (the "Securities")

          This is to certify that, based solely on certifications we 
have received in writing, by tested telex or by electronic 
transmission from member organizations appearing in our records as 
persons being entitled to a portion of the principal amount set forth 
below (our "Member Organizations"), substantially as set forth in the 
Temporary Global Security with respect to the Securities, as of the 
date hereof, $___________ principal amount of the above-captioned 
Securities (i) is owned by persons that are not citizens or residents 
of the United States, domestic partnerships, domestic corporations, or 
any estate or trust the income of which is subject to United States 
federal income taxation regardless of its source ("United States 
persons"), (ii) is owned by United States persons that (a) are foreign 
branches of United States financial institutions (as defined in U.S. 
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial 
institutions") purchasing for their own account or for resale, or (b) 
acquired the Securities through foreign branches of United States 
financial institutions and who hold the Securities through such United 
States financial institutions on the date hereof (and in either case 
(a) or (b), each such United States financial institution has agreed, 
on its own behalf or through its agent, that we may advise the issuer 
or the issuer's agent that it will comply with the requirements of 
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue 
Code of 1986, as amended, and the regulations thereunder), or (iii) is 
owned by financial institutions for purposes of resale during the 
restricted period (as defined in U.S. Treasury Regulations Section 
1.163-5(c)(2)(i)(D)(7)), and to the further effect that financial 
institutions described in clause (iii) above (whether or not also 
described in clause (i) or (ii)), have certified that they have not 
acquired the Securities for purposes of resale directly or indirectly 
to a United States person or to a person within the United States or 
its possessions.

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

          We further certify (i) that we are not making available 
herewith for exchange (or, if relevant, exercise of any rights or 
collection of any interest) any portion of the Temporary Global 
Security excepted in such certifications and (ii) that as of the date 
hereof we have not received any notification from any of our Member 
Organizations to the effect that the statements made by such Member 
Organizations with respect to any portion of the part submitted 
herewith for exchange (or, if relevant, exercise of any rights or 
collection of any interest) are no longer true and cannot be relied 
upon as of the date hereof.

          We understand that this certification is required in 
connection with certain tax laws of the United States.  In connection 
therewith, if administrative or legal proceedings are commenced or 
threatened in connection with which this certification is or would be 
relevant, we irrevocably authorize you to produce this certification 
to any interested party in such proceedings.

*Dated:             , 199_         Yours faithfully,

                                   MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK, Brussels office
                                   as operator of the Euro-clear
                                   System

                                               or

                                   CEDEL S.A.



                                   By:


________________________________
* [Not earlier than the Exchange
  Date or the first interest
  payment date prior to the
  Exchange Date, as relevant.]


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



                               UNISYS CORPORATION


                                      and


                        THE BANK OF NEW YORK, Trustee



                       _______________________________

                        First Supplemental Indenture

                         Dated as of March 8, 1996

                       ______________________________

              8 1/4% Convertible Subordinated Notes due 2006



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

<PAGE>
        FIRST SUPPLEMENTAL INDENTURE dated as of March 8, 1996 (the
"First Supplemental Indenture"), to the Indenture, dated as of March
1, 1996 (the "Indenture"), between UNISYS CORPORATION, a Delaware
corporation (hereinafter called the "Company"), having its principal
executive office at Township Line and Union Meeting Roads, Blue Bell,
Pennsylvania, 19424 and THE BANK OF NEW YORK, a banking corporation
organized and existing under the laws of the State of New York
(hereinafter called the "Trustee"), having its Corporate Trust Office
at 101 Barclay Street, New York, New York 10286.


                           RECITALS OF THE COMPANY


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

        WHEREAS, the Company desires and has requested the Trustee
to join it in the execution and delivery of this First Supplemental
Indenture in order to establish
 and provide for the issuance by the
Company of a series of Securities designated as its 8 1/4% Convertible
Subordinated Notes due 2006 in the aggregate principal amount not to
exceed $299,000,000, a specimen copy of which is attached hereto as
Exhibit A (the "Notes") and incorporated by reference thereby, on the
terms set forth herein;

        WHEREAS, Section 901 of the Indenture provides that a
supplemental indenture may be entered into by the Company and the
Trustee without the consent of any holder of any Securities to, inter
alia, establish the terms of any Securities as permitted by Sections
201 and 301 of the Indenture, provided certain conditions are met;

        WHEREAS, the conditions set forth in the Indenture for the
execution and delivery of this First Supplemental Indenture have been
complied with; and

        WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company and the
Trustee, in accordance with its terms, and a valid amendment of, and
supplement to, the Indenture have been done;

        NOW THEREFORE:

        There is hereby established a series (as that term is used
in Section 301 of the Indenture) of Securities to be issued under the
Indenture, which series of Securities shall have the terms set forth
herein and in the Notes, and in consideration of the premises and the
purchase and acceptance of the Notes by the holders thereof, the
Company mutually covenants and agrees with the Trustee, for the equal
and proportionate benefit of all holders of the Notes, that the
Indenture is supplemented and amended, to the extent and for the
purposes expressed herein, as follows

<PAGE>
                                  ARTICLE ONE

                             Scope of This First
                           Supplemental Indenture
                           ----------------------

    Section 1.1    Changes, etc. Applicable Only to the Notes.
The changes, modifications and supplements to the Indenture effected
by this First Supplemental Indenture in Sections 2.1 through 2.4
hereof shall only be applicable with respect to, and govern the terms
of, the Notes, which shall be limited in aggregate principal amount to
$299,000,000, except as provided in Section 301(2) of the Indenture,
and shall not apply to any other Securities which may be issued under
the Indenture unless a supplemental indenture with respect to such
other Securities specifically incorporates such changes, modifications
and supplements.



                                 ARTICLE TWO

                         Amendments to the Indenture
                         ---------------------------

    Section 2.1    Amendments to Section 101.  Section 101 of
the Indenture is hereby amended by adding the following definitions in
their proper alphabetical order:

        "Change In Control" means an event or series of events as a
    result of which (1) any "person" (as such term is used in
    Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
    (the "Exchange Act") is or becomes the "beneficial owner" (as
    defined in Rules 13d-3 and 13d-5 under the Exchange Act) of
    shares entitling the holder thereof to cast more than 50% of the
    votes for the election of directors of the Company; (2) the
    Company consolidates with or merges into any other corporation,
    or conveys, transfers or leases all or substantially all of its
    assets to any person, or any other corporation merges into the
    Company, and, in the case of any such transaction, the
    outstanding Common Stock of the Company is changed or exchanged
    as a result; (3) at any time Continuing Directors do not
    constitute a majority of the Board of Directors; or (4) on any
    day (a "Calculation Date") the Company makes any distribution or
    distributions of cash, property or securities (other than regular
    quarterly dividends, Common Stock, preferred stock which is
    substantially equivalent to Common Stock or rights to acquire
    Common Stock or preferred stock which is substantially equivalent
    to Common Stock) to holders of Common Stock, or the Company or
    any of its Subsidiaries purchases or otherwise acquires Common
    Stock, and the sum of the fair market value of such distribution
    or purchase on the Calculation Date, plus the fair market value,
    when made, of all other such distributions and purchases which
    have occurred during the twelve-month period ending on the
    Calculation Date, in each case expressed as a percentage of the
    aggregate fair market value of all of the shares of Common Stock
    of the Company outstanding at the close of business on the last
    day prior to the date of declaration of each such distribution
    or the date of purchase, exceeds 50%.

        "Company Notice" shall have the meaning specified in Section 1006.

        "Continuing Director" means at any date a member of the
    Board of Directors (1) who was a member of such board 24 months
    prior to such date or (2) who was nominated or elected by at
    least two-thirds of the directors who were Continuing Directors
    at the time of such nomination or election or whose election to
    the Board of Directors was recommended or endorsed by at least
    two-thirds of the directors who were Continuing Directors at the
    time of such election.

        "Notes" shall have the meaning specified in the second
    recital of this First Supplemental Indenture.

        "Put Price" means 100% of the principal amount of the Notes
    to be repurchased on the Repurchase Date in accordance with
    Section 1006, plus accrued and unpaid interest to the Repurchase Date.

        "Repurchase Date" shall have the meaning specified in Section 1006.

        "Repurchase Right" shall have the meaning specified in Section 1006.

    Section 2.2    Amendment to Article 9.  Section 902(1) of
the Indenture is hereby amended by adding the phrase "or reduce any
amount payable on redemption thereof or upon exercise of the
Redemption Right with respect thereto, or" immediately following the
phrase "or any premium payable upon the redemption thereof," and
immediately preceding the phrase "or reduce the amount of the
principal of an Original Issue Discount Security".

    Section 2.3    Amendments to Article 10.  Article 10 of
the Indenture is hereby amended by adding, immediately following
Section 1005 thereof, the following new Section 1006:

    SECTION 1006.    Purchase of Notes Upon Change in Control.

    (a) Upon the occurrence of a Change in Control, each
Holder of Notes shall have the right (the "Repurchase Right"), at the
Holders' option, to require the Company to repurchase all or any
portion of such Holder's Notes, in integral multiples of $1,000, at
the Put Price in cash, in accordance with and subject to the terms of
this Section 1006.  Such repurchase shall occur on the date (the
"Repurchase Date") that is 45 days after the date of the Company
Notice hereinafter described.  The Company will mail a notice
containing the information set forth in Subsection 1006(b) below (the
"Company Notice") to all Holders of Notes within 30 days following any
Change in Control, and the Company will purchase all tendered Notes by
making payment of the Put Price on the Repurchase Date.  The Company
shall promptly deliver a copy of the Company Notice to the Trustee and
shall cause a copy of such notice to be published in The Wall Street
Journal or another newspaper of national circulation.

    (b) The Company Notice shall state:

        (i) that a Change in Control has occurred and
    that each Holder of Notes has the right to require the
    Company to repurchase such Holder's Note at the Put Price in
    cash;

        (ii) the circumstances and relevant facts
    regarding such Change in Control;

        (iii) the Repurchase Date and the instructions a
    Holder of Notes must follow in order to have such Holder's
    Notes repurchased in accordance with this Section 1006;

        (iv) that any Note not tendered will continue to
    accrue interest;

        (v) that on the Repurchase Date any Note
    tendered for payment pursuant to the terms hereof and for
    which money sufficient to pay the Put Price has been
    deposited with the Trustee, as provided in this Section
    1006, shall cease to accrue interest after the Repurchase Date;

        (vi) that Holders electing to have a Note
    repurchased pursuant to this Section 1006 will be required
    to surrender the Note, duly endorsed for transfer, together
    with an irrevocable written notice in the form entitled
    "Election to Exercise Repurchase Right Upon a Change in
    Control" on the reverse of the Note, to the Company (or an
    agent designated by the Company for such purpose) at the
    address specified in the Company Notice and the Trustee on
    or prior to the close of business on the 30th day after the
    date of the Company Notice; and

        (vii) such other information as may be required
    by applicable law and regulations;

provided that no failure of the Company to give the foregoing notices
and no defect therein shall limit the Repurchase Rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant
to this Section 1006.

    (c) Following a Change in Control, the Company shall
accept for payment Notes properly tendered pursuant to this Section
1006.  Prior to the Repurchase Date, the Company shall deposit with
the Trustee money sufficient to pay the Put Price for all Notes (or
portions thereof) so tendered and deliver, or cause to be delivered,
to the Trustee Notes properly tendered pursuant to this Section 1006
and accepted together with an Officers' Certificate describing the
Notes so tendered to and being purchased by the Company.  On the
Repurchase Date, the Trustee shall, to the extent that monies
deposited with the Trustee are available therefor, mail to the Holders
of Notes so tendered and accepted for payment an amount equal to the
Put Price and, as soon as possible after such payment, the Trustee
shall cancel the Notes so tendered and accepted.  The Company will
publicly announce the results of the Change in Control tender offer as
soon as practicable after the Repurchase Date.  The Company will issue
to Holders whose Notes are purchased only in part new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered.

    (d) Notwithstanding the foregoing, in repurchasing the
Notes pursuant to this Section 1006, the Company will comply with all
applicable tender offer rules, including but not limited to Sections
13(e) and 14(e) under the Exchange Act and Rules 13e-1 and 14e-1
thereunder.

    (e) Each Holder of Notes properly tendered for purchase
pursuant to this Section 1006 who is not paid the Put Price for such
Notes in the manner described in Subsection 1006(c) will be entitled
to receive (as part of any subsequent payment of the Put Price prior
to the earlier of (i) the date such Holder's election to require the
Company to purchase such Notes is withdrawn or (ii) the date all
outstanding Notes are accelerated under Section 502 or an Event of
Default under subsection 501(4) or 501(5) shall occur) interest on the
entire principal of such outstanding Notes at the rate provided in
such Outstanding Notes through the date the Put Price is paid, to the
extent not theretofore paid on such Notes in accordance with their
terms.

    (f)    The Company is solely responsible for performing the
duties and responsibilities contained in this Section 1006, other than
the obligations of the Trustee specifically set forth in Subsection
1006(c).  The Trustee shall not be responsible for any failure of the
Company to make any deposit with the Trustee or to deliver to the
Trustee Notes tendered pursuant to this Section 1006 or, subject to
Section 601, any failure of the Company to comply with any of the
other covenants of the Company contained in this Section 1006.

    Section 2.4    Amendments to Article 16.  (a) Section
1605(c) of the Indenture is hereby amended by deleting the second
parenthetical phrase thereof and replacing it with the following
parenthetical phrase:  "(excluding cash dividends or cash
distributions)".

    (b)    Section 1605 of the Indenture is hereby amended by
adding, immediately following subsection (c) thereof, the following
new subsection (d):

        (d)    In case the Company shall pay to substantially
    all holders of its Common Stock cash dividends and other
    distributions exclusively in cash within any 12-month period and
    the aggregate per share amount of such dividends and distributions
    during such 12-month period in respect of which no conversion
    price or conversion rate adjustment pursuant to this Subsection
    (d) has been made previously shall exceed the greater of (x) $1.00
    per share and (y) 15% of the closing price per share of the Common
    Stock, calculated, with respect to each such dividend or
    distribution within such 12-month period, as of the last Trading
    Day prior to the declaration date for each such dividend or
    distribution (such greater amount, the "Threshold Amount"), then,
    except as provided in subsection (f) below, in each such case the
    conversion price or conversion rate shall be adjusted by
    multiplying the conversion price or dividing the conversion rate,
    as the case may be, in effect immediately prior to the record date
    for the determination of stockholders entitled to receive the
    dividend or distribution that causes aggregate per share dividends
    and distributions in the applicable 12-month period to exceed the
    Threshold Amount by a fraction of which the numerator shall be the
    current market price per share (as defined in subsection (e)
    below) of the Common Stock on such record date less the amount of
    cash by which such aggregate per share dividends or distributions
    exceed the Threshold Amount and the denominator shall be the
    current market price per share of the Common Stock on such record
    date.  Such adjustment shall become effective immediately after
    the record date for the determination of stockholders entitled to
    receive the dividend or distribution that causes aggregate per
    share dividends and distributions in the applicable 12-month
    period to exceed the Threshold Amount, except as provided in
    subsection (f) below.

    (c)    Subsections (d) through (g) of Section 1605 are hereby
renamed subsections (e) through (h), respectively, and all cross
references to such subsections found elsewhere in Article 16 shall be
amended accordingly.

    Section 2.5    Other Provisions Unchanged.  All Provisions
of the Indenture, other than as set forth in Sections 2.1 through 2.4,
inclusive, of this First Supplemental Indenture shall be unchanged by
this First Supplemental Indenture and shall remain in full force and
effect.  The Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects ratified and confirmed, and
the Indenture and this First Supplemental Indenture shall be read,
taken and construed as one and the same instrument.

    Section 2.6    Ranking.  The Notes will be unsecured
general obligations of the Company, subordinate in right of payment to
certain other obligations of the Company.


                                Miscellaneous
                                -------------

    Section 3.1 Defined Terms.  Unless otherwise provided in
this First Supplemental Indenture, all defined terms used in this
First Supplemental Indenture shall have the meanings assigned to them
in the Indenture.

    Section 3.2 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939.  If and to the extent that any provision
of this First Supplemental Indenture limits, qualifies or conflicts
with another provision included in this First Supplemental Indenture
or in the Indenture which is required to be included herein or therein
by any of Section 310 to 317, inclusive, of the Trust Indenture Act of
1939, such required provision shall control.

    Section 3.3 New York Law to Govern.  THIS FIRST
SUPPLEMENTAL INDENTURE AND THE NOTES, SHALL BE DEEMED TO BE CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SAID STATE WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF
SAID STATE.

    Section 3.4 Counterparts.  This First Supplemental
Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute
but one and the same instrument.

    Section 3.5 Effect of Headings.  The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.

    Section 3.6 Severability of Provisions.  In case any
provision in this First Supplemental Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

    Section 3.7 Successors and Assigns.  All covenants and
agreements in this First Supplemental Indenture by the parties hereto
shall bind their respective successors and assigns and inure to the
benefit of their respective successors and assigns, whether so
expressed or not.

    Section 3.8 Benefit of Supplemental Indenture. Nothing in
this First Supplemental Indenture, express or implied, shall give to
any Person, other than the parties hereto, any Security Registrar, any
Paying Agent and their successors hereunder, and the Holders of the
Notes, any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture.

<PAGE>
    IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, all as of the day
and year first above written.


                                              UNISYS CORPORATION



                                       By:  _______________________________


                                       Name:


                                       Title:




                                       THE BANK OF NEW YORK, as Trustee



                                       By:  _______________________________


                                       Name:


                                       Title: