UNITED STATES

                          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):  FEBRUARY 28, 1996



                             NORTHROP GRUMMAN CORPORATION

                  (Exact Name of Registrant as Specified in Charter)



            DELAWARE
          (State or other            1-3229                 95-1055798
          jurisdiction of          (Commission              (IRS Employer
          incorporation)            File Number)             Identification No.)



                                1840 CENTURY PARK EAST

                            LOS ANGELES, CALIFORNIA  90067

                       (Address of Principal Executive Offices)



                            REGISTRANT'S TELEPHONE NUMBER,
                         INCLUDING AREA CODE:  (310) 553-6262






                               Exhibit Index on Page 3


                                     Page 1 of 96                  
<PAGE>




     Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS


               (c)  Exhibits.

               The Registrant hereby files the following exhibit to its
     Registration Statement on Form S-3 (No. 33-55143) which was declared
     effective on September 22, 1994.

     Exhibit No.         Description of Exhibit
     -----------         ----------------------
         4-6             Form of Subordinated Indenture


               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 thereunto duly authorized.


                              NORTHROP GRUMMAN CORPORATION



                              By:  /s/ James C. Johnson
                                   --------------------------------
                                   James C. Johnson
                                   Corporate Vice President
                                      and Secretary

     Dated:  February 28, 1996






















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                                     Page 2 of 96                  
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                                    EXHIBIT INDEX
                                    -------------


     Exhibit
     Number              Description                               Page
     --------------------------------------------------------------------
      4-6                Form of Subordinated Indenture              4
















































                                     Page 3 of 96                  
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                                    EXHIBIT 4-6






                           NORTHROP GRUMMAN CORPORATION

                                        TO

             THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), TRUSTEE


                                  _______________


                                     INDENTURE

                         Dated as of _____________, 199__


                                  _______________


                           SUBORDINATED DEBT SECURITIES
































                                     Page 4 of 96                  
<PAGE>

                                 TABLE OF CONTENTS
                                 -----------------
                                                                       Page
                                                                       ----
            ARTICLE ONE      DEFINITIONS AND OTHER PROVISIONS OF
                             GENERAL APPLICATION   . . . . . . . . . .    1

            Section 101.     Definitions . . . . . . . . . . . . . . .    1
            Section 102.     Compliance Certificates and Opinions. . .    9
            Section 103.     Form of Documents Delivered to Trustee. .    9
            Section 104.     Acts of Holders; Record Dates . . . . . .   10
            Section 105.     Notices, Etc., to Trustee and Company.  .   13
            Section 106.     Notice to Holders; Waiver.  . . . . . . .   13
            Section 107.     Conflict with Trust Indenture Act.  . . .   14
            Section 108.     Effect of Headings and Table of
                             Contents. . . . . . . . . . . . . . . . .   14
            Section 109.     Successors and Assigns. . . . . . . . . .   14
            Section 110.     Separability Clause.  . . . . . . . . . .   14
            Section 111.     Benefits of Indenture.  . . . . . . . . .   14
            Section 112.     Governing Law . . . . . . . . . . . . . .   14
            Section 113.     Legal Holidays. . . . . . . . . . . . . .   15

            ARTICLE TWO      SECURITY FORMS  . . . . . . . . . . . . .   15

            Section 201.     Forms Generally . . . . . . . . . . . . .   15
            Section 202.     Form of Face of Security  . . . . . . . .   16
            Section 203.     Form of Reverse of Security . . . . . . .   18
            Section 204.     Form of Legend for Global Securities  . .   23
            Section 205.     Form of Trustee's Certificate of
                             Authentication  . . . . . . . . . . . . .   23

            ARTICLE THREE    THE SECURITIES  . . . . . . . . . . . . .   23

            Section 301.     Amount Unlimited; Issuable in Series  . .   23
            Section 302.     Denominations . . . . . . . . . . . . . .   27
            Section 303.     Execution, Authentication, Delivery and
                             Dating  . . . . . . . . . . . . . . . . .   27
            Section 304.     Temporary Securities  . . . . . . . . . .   29
            Section 305.     Registration, Registration of Transfer
                             and Exchange  . . . . . . . . . . . . . .   30
            Section 306.     Mutilated, Destroyed, Lost or Stolen
                             Securities  . . . . . . . . . . . . . . .   32
            Section 307.     Payment of Interest; Interest Rights
                             Preserved . . . . . . . . . . . . . . . .   33
            Section 308.     Persons Deemed Owners . . . . . . . . . .   35
            Section 309.     Cancellation  . . . . . . . . . . . . . .   35
            Section 310.     Computation of Interest . . . . . . . . .   35

            ARTICLE FOUR     SATISFACTION AND DISCHARGE  . . . . . . .   35

            Section 401.     Satisfaction and Discharge of Indenture .   35
            Section 402.     Application of Trust Money  . . . . . . .   37


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            ARTICLE FIVE     REMEDIES  . . . . . . . . . . . . . . . .   37

            Section 501.     Events of Default . . . . . . . . . . . .   37
            Section 502.     Acceleration of Maturity; Rescission and
                             Annulment . . . . . . . . . . . . . . . .   39
            Section 503.     Collection of Indebtedness and Suits for
                             Enforcement by Trustee  . . . . . . . . .   40
            Section 504.     Trustee May File Proofs of Claim  . . . .   41
            Section 505.     Trustee May Enforce Claims Without
                             Possession of Securities  . . . . . . . .   41
            Section 506.     Application of Money Collected  . . . . .   42
            Section 507.     Limitation on Suits . . . . . . . . . . .   42
            Section 508.     Unconditional Right of Holders to Receive
                             Principal, Premium and Interest and to
                             Convert . . . . . . . . . . . . . . . . .   43
            Section 509.     Restoration of Rights and Remedies  . . .   43
            Section 510.     Rights and Remedies Cumulative  . . . . .   43
            Section 511.     Delay or Omission Not Waiver  . . . . . .   44
            Section 512.     Control by Holders  . . . . . . . . . . .   44
            Section 513.     Waiver of Past Defaults . . . . . . . . .   44
            Section 514.     Undertaking for Costs . . . . . . . . . .   45
            Section 515.     Waiver of Usury, Stay or Extension Laws .   45

            ARTICLE SIX      THE TRUSTEE . . . . . . . . . . . . . . .   45

            Section 601.     Certain Duties and Responsibilities . . .   45
            Section 602.     Notice of Defaults  . . . . . . . . . . .   47
            Section 603.     Certain Rights of Trustee . . . . . . . .   47
            Section 604.     Not Responsible for Recitals or Issuance
                             of Securities . . . . . . . . . . . . . .   49
            Section 605.     May Hold Securities . . . . . . . . . . .   49
            Section 606.     Money Held in Trust . . . . . . . . . . .   49
            Section 607.     Compensation and Reimbursement  . . . . .   49
            Section 608.     Conflicting Interests . . . . . . . . . .   50
            Section 609.     Corporate Trustee Required; Eligibility .   50
            Section 610.     Resignation and Removal; Appointment of
                             Successor . . . . . . . . . . . . . . . .   51
            Section 611.     Acceptance of Appointment by Successor  .   52
            Section 612.     Merger, Conversion, Consolidation or
                             Succession to Business  . . . . . . . . .   54
            Section 613.     Preferential Collection of Claims Against
                             Company . . . . . . . . . . . . . . . . .   54
            Section 614.     Appointment of Authenticating Agent . . .   54

            ARTICLE SEVEN    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
                             COMPANY . . . . . . . . . . . . . . . . .   56

            Section 701.     Company to Furnish Trustee Names and
                             Addresses of Holders  . . . . . . . . . .   56
            Section 702.     Preservation of Information;
                             Communications to Holders . . . . . . . .   57



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            Section 703.     Reports by Trustee  . . . . . . . . . . .   57
            Section 704.     Reports by Company  . . . . . . . . . . .   57

            ARTICLE EIGHT    CONSOLIDATION, MERGER, CONVEYANCE,
                             TRANSFER OR LEASE . . . . . . . . . . . .   58

            Section 801.     Company May Consolidate, Etc., Only on
                             Certain Terms . . . . . . . . . . . . . .   58
            Section 802.     Successor Substituted . . . . . . . . . .   59

            ARTICLE NINE     SUPPLEMENTAL INDENTURES . . . . . . . . .   59

            Section 901.     Supplemental Indentures Without Consent
                             of Holders  . . . . . . . . . . . . . . .   59
            Section 902.     Supplemental Indentures with Consent of
                             Holders . . . . . . . . . . . . . . . . .   61
            Section 903.     Execution of Supplemental Indentures  . .   62
            Section 904.     Effect of Supplemental Indentures . . . .   62
            Section 905.     Conformity with Trust Indenture Act . . .   62
            Section 906.     Reference in Securities to Supplemental
                             Indentures  . . . . . . . . . . . . . . .   63
            Section 907.     Subordination Unimpaired  . . . . . . . .   63

            ARTICLE TEN      COVENANTS . . . . . . . . . . . . . . . .   63

            Section 1001.    Payment of Principal, Premium and
                             Interest  . . . . . . . . . . . . . . . .   63
            Section 1002.    Maintenance of Office or Agency . . . . .   63
            Section 1003.    Money for Securities Payments to Be Held
                             in Trust  . . . . . . . . . . . . . . . .   64
            Section 1004.    Statement by Officers as to Default . . .   65
            Section 1005.    Existence . . . . . . . . . . . . . . . .   66
            Section 1006.    Maintenance of Properties . . . . . . . .   66
            Section 1007.    Payment of Taxes and Other Claims . . . .   66
            Section 1008.    Waiver of Certain Covenants . . . . . . .   67

            ARTICLE ELEVEN   REDEMPTION OF SECURITIES  . . . . . . . .   67

            Section 1101.    Applicability of Article  . . . . . . . .   67
            Section 1102.    Election to Redeem; Notice to Trustee . .   67
            Section 1103.    Selection by Trustee of Securities to Be
                             Redeemed  . . . . . . . . . . . . . . . .   68
            Section 1104.    Notice of Redemption  . . . . . . . . . .   68
            Section 1105.    Deposit of Redemption Price . . . . . . .   69
            Section 1106.    Securities Payable on Redemption Date . .   69
            Section 1107.    Securities Redeemed in Part . . . . . . .   70

            ARTICLE TWELVE   SINKING FUNDS . . . . . . . . . . . . . .   70

            Section 1201.    Applicability of Article  . . . . . . . .   70
            Section 1202.    Satisfaction of Sinking Fund Payments
                             with Securities . . . . . . . . . . . . .   71



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                                     Page 7 of 96                  
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            Section 1203.    Redemption of Securities for Sinking
                             Fund  . . . . . . . . . . . . . . . . . .   71

            ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE  . . .   72

            Section 1301.    Applicability of Article; Company's
                             Option to Effect Defeasance or Covenant
                             Defeasance  . . . . . . . . . . . . . . .   72
            Section 1302.    Defeasance and Discharge  . . . . . . . .   72
            Section 1303.    Covenant Defeasance . . . . . . . . . . .   72
            Section 1304.    Conditions to Defeasance or Covenant
                             Defeasance  . . . . . . . . . . . . . . .   73
            Section 1305.    Deposited Money and U.S. Government
                             Obligations to Be Held in Trust;
                             Miscellaneous Provisions  . . . . . . . .   77
            Section 1306.    Reinstatement . . . . . . . . . . . . . .   77

            ARTICLE FOURTEEN SUBORDINATION OF SECURITIES . . . . . . .   78

            Section 1401.    Debt Securities Subordinate to Senior
                             Indebtedness  . . . . . . . . . . . . . .   78
            Section 1402.    Trustee And Holders Of Debt Securities
                             May Rely On Certificate Of Liquidating
                             Agent; Trustee May Require Further
                             Evidence As To Ownership Of Senior
                             Indebtedness; Trustee Not Fiduciary To
                             Holders Of Senior Indebtedness  . . . . .   81
            Section 1403.    Payment Permitted If No Default . . . . .   82
            Section 1404.    Trustee Not Charged With Knowledge Of
                             Prohibition . . . . . . . . . . . . . . .   82
            Section 1405.    Trustee to Effectuate Subordination . . .   83
            Section 1406.    Rights Of Trustee As Holder Of Senior
                             Indebtedness  . . . . . . . . . . . . . .   83
            Section 1407.    Article Applicable To Paying Agents . . .   83
            Section 1408.    Subordination Rights Not Impaired By Acts
                             Or Omissions Of The Company Or Holders Of
                             Senior Indebtedness . . . . . . . . . . .   83



       NOTE:     THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE
                 DEEMED TO BE A PART OF THE INDENTURE.













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                                     Page 8 of 96                  
<PAGE>

                 INDENTURE dated as of _______________, 199__ between
       NORTHROP GRUMMAN CORPORATION, a corporation duly organized and
       existing under the laws of the State of Delaware (herein called
       the "Company"), having its principal office at 1840 Century
       Park East, Los Angeles, California, and THE CHASE MANHATTAN
       BANK (NATIONAL ASSOCIATION), a corporation duly organized and
       existing under the laws of the United States, as Trustee
       (herein called the "Trustee"), having its Corporate Trust
       Office at 4 Chase MetroTech Center, Brooklyn, New York  11245.


                           RECITALS OF THE COMPANY

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

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

                 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                 ARTICLE ONE
                       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



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                                     Page 9 of 96                  
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            "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 hereof;

                 (4)  unless the context otherwise requires, any
            reference to an "Article" or a "Section" refers to an
            Article or a Section, as the case may be, of this
            Indenture; and

                 (5)  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.

                 "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.
          
                 "Bank Agent" means The Chase Manhattan Bank (National
            Association) or any successor Administrative Agent under
            the Bank Credit Agreement.

                 "Bank Credit Agreement" means that certain Second
            Amended and Restated Credit Agreement, dated as of April
            15, 1994, as amended and restated as of March 1, 1996,
            among the Company, the banks named therein and the Bank
            Agent, as the same may be amended, supplemented, restated
            or replaced from time to time.
           
                 "Board of Directors" means either the board of
            directors of the Company or any duly authorized committee
            of that board.

                 "Board Resolution" means (i) 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



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                                    Page 10 of 96                  
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            Directors and to be in full force and effect on the date
            of such certification, or (ii) a certificate signed by the
            authorized officer or officers of the Company to whom the
            Board of Directors of the Company has delegated its
            authority, and in each case, delivered to the Trustee.

                 "Business Day," when used with respect to any Place
            of Payment, means each Monday, Tuesday, Wednesday,
            Thursday and Friday which is not a day on which banking
            institutions in that Place of Payment are authorized or
            obligated by law or executive order to close.

                 "Commission" means the Securities and Exchange
            Commission, from time to time constituted, created under
            the Exchange Act, 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
            Person shall have become such pursuant to the applicable
            provisions of this Indenture, and thereafter "Company"
            shall mean such successor Person.

                 "Company Request" or "Company Order" 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 Secretary or an Assistant
            Secretary, and delivered to the Trustee.

                 "Corporate Trust Office" means the principal office
            of the Trustee or agent of the Trustee, in either case, in
            the Borough of Manhattan, The City of New York, at which
            at any particular time the corporate trust business of the
            Trustee shall be administered.

                 "corporation" means a corporation, association,
            company, joint-stock company or business trust.

                 "Covenant Defeasance" has the meaning specified in
            Section 1303.

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

                 "Defeasance" has the meaning specified in
            Section 1302.





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                                    Page 11 of 96                  
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                 "Depositary" means, with respect to Securities of any
            series issuable in whole or in part in the form of one or
            more Global Securities, a clearing agency registered under
            the Exchange Act that is designated to act as Depositary
            for such Securities as contemplated by Section 301.
          
                 "Designated Senior Indebtedness" means (a) Senior
            Indebtedness under the Bank Credit Agreement and (b) any
            other Senior Indebtedness in excess of $200,000,000 that
            is designated as Designated Senior Indebtedness in a
            written notice from the Company to the Trustee.
           
                 "Event of Default" has the meaning specified in
            Section 501.

                 "Exchange Act" means the Securities Exchange Act of
            1934 and any statute successor thereto, in each case as
            amended from time to time.

                 "Existing Subordinated Indebtedness" [to come]

                 "Expiration Date" has the meaning specified in
            Section 104.

                 "Foreign Government Obligation" has the meaning
            specified in Section 1304.

                 "Global Security" means a Security that evidences all
            or part of the Securities of any series and bears the
            legend set forth in Section 204 (or such legend as may be
            specified as contemplated by Section 301 for such
            Securities).

                 "Holder" means a Person in whose name a Security is
            registered in the Security Register.

                 "Indenture" means this instrument as originally
            executed and 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.



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                                    Page 12 of 96                  
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                 "Interest Payment Date," when used with respect to
            any Security, means the Stated Maturity of an installment
            of interest on such Security.

                 "Investment Company Act" means the Investment Company
            Act of 1940 and any statute successor thereto, in each
            case as amended from time to time.

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

                 "Notice of Default" means a written notice of the
            kind specified in Section 501(4).

                 "Officers' Certificate" means a certificate signed by
            the Chairman of the Board, a Vice Chairman of the Board,
            the President or a Vice President, and by the Treasurer,
            an Assistant Treasurer, the Secretary or an Assistant
            Secretary, of the Company, and delivered to the Trustee.

                 "Opinion of Counsel" means a written opinion of
            counsel, who may be counsel for the Company, and who shall
            be acceptable to the Trustee.

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

                 "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 cancelled 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




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                                    Page 13 of 96                  
<PAGE>

            or provision therefor satisfactory to the Trustee has been
            made;

                 (3)  Securities as to which Defeasance has been
            effected pursuant to Section 1302; and

                 (4)  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;

            provided, however, that in determining whether the Holders
            of the requisite principal amount of the Outstanding
            Securities have given, made or taken any request, demand,
            authorization, direction, notice, consent, waiver or other
            action hereunder as of any date, (A) the principal amount
            of an Original Issue Discount Security which shall be
            deemed to be Outstanding shall be the amount of the
            principal thereof which would be due and payable as of
            such date upon acceleration of the Maturity thereof to
            such date pursuant to Section 502, (B) if, as of such
            date, the principal amount payable at the Stated Maturity
            of a Security is not determinable, the principal amount of
            such Security which shall be deemed to be Outstanding
            shall be the amount as specified or determined as
            contemplated by Section 301, (C) the principal amount of a
            Security denominated in one or more foreign currencies or
            currency units which shall be deemed to be Outstanding
            shall be the U.S. dollar equivalent, determined as of such
            date in the manner provided as contemplated by
            Section 301, of the principal amount of such Security (or,
            in the case of a Security described in Clause (A) or (B)
            above, of the amount determined as provided in such
            Clause), and (D) Securities owned by the Company or any
            other obligor upon the Securities of 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, waiver or other action, only Securities which a
            responsible officer of 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.



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                                    Page 14 of 96                  
<PAGE>

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

                 "Person" means any individual, corporation,
            partnership, joint venture, 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 any premium and interest on the
            Securities of that series are payable as specified as
            contemplated by 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.

                 "Regular Record Date" for the interest payable on any
            Interest Payment Date on the Securities of any series
            means the date specified for that purpose as contemplated
            by Section 301.

                 "Responsible Officer," when used with respect to the
            Trustee, means any officer within the Corporate Trust
            Office of the Trustee including 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 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.





                                        -7-


                                    Page 15 of 96                  
<PAGE>


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

                 "Securities Act" means the Securities Act of 1933 and
            any statute successor thereto, in each case as amended
            from time to time.

                 "Security Register" and "Security Registrar" have the
            respective meanings specified in Section 305.
          
                 "Senior Indebtedness" means the principal of (and
            premium, if any) and interest (including, without
            limitation, any post-petition interest) on any
            indebtedness and any fees, indemnities or other amounts
            payable to the holder thereof pursuant to the terms of any
            agreement providing for such indebtedness, whether
            outstanding at the date hereof or thereafter created or
            incurred, which is for (a) money borrowed by the Company,
            (b) obligations of the Company evidencing the purchase
            price for acquisitions by the Company or a subsidiary
            other than in the ordinary course of business, (c) money
            borrowed by others and assumed or guaranteed by the
            Company, (d) capitalized lease obligations of the Company,
            (e) obligations under performance guarantees, support
            agreements and other agreements in the nature thereof and
            (f) renewals, extensions, refundings, amendments and
            modifications of any indebtedness, of the kind described
            in the foregoing clauses (a), (b), (c), (d) and (e) or of
            the instruments creating or evidencing such indebtedness,
            unless, in each case, by the terms of the instrument
            creating or evidencing such indebtedness or such renewal,
            extension, refunding, amendment and modification, it is
            provided that such indebtedness is not senior in right of
            payment to the Securities.
           
                 "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 any installment of principal thereof or
            interest thereon, means the date specified in such
            Security as the fixed date on which the principal of such
            Security or such installment of principal or interest is
            due and payable.

                 "Subsidiary" means a corporation more than 50% of the
            outstanding voting stock of which is owned, directly or
            indirectly, by the Company or by one or more other
            Subsidiaries, or by the Company and one or more other



                                        -8-


                                    Page 16 of 96                  
<PAGE>

            Subsidiaries.  For the purposes of this definition,
            "voting stock" means stock which ordinarily has voting
            power for the election of directors, whether at all times
            or only so long as no senior class of stock has such
            voting power by reason of any contingency.

                 "Trust Indenture Act" means the Trust Indenture Act
            of 1939 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.

                 "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.

                 "U.S. Government Obligation" has the meaning
            specified in Section 1304.

                 "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."

       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 such
       certificates and opinions as may be required under the Trust
       Indenture Act.  Each such certificate or opinion shall be given
       in the form of an Officers' Certificate, if to be given by an
       officer of the Company, or an Opinion of Counsel, if to be
       given by counsel, and shall comply with the requirements of the
       Trust Indenture Act and any other requirements set forth in
       this Indenture.

                 Every certificate or opinion with respect to
       compliance with a condition or covenant provided for in this
       Indenture shall include:

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



                                        -9-


                                    Page 17 of 96                  
<PAGE>

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

                 (3)  a statement that, in the opinion of each such
            individual, he has made 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

                 (4)  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 an opinion of counsel, unless such officer knows, or in
       the exercise of reasonable care should know, that the opinion
       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 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 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.
                     -----------------------------
                 Any request, demand, authorization, direction,
       notice, consent, waiver or other action provided or permitted



                                       -10-


                                    Page 18 of 96                  
<PAGE>


       by this Indenture to be given, made 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; and, 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.  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 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.

                 The ownership of Securities shall be proved by the
       Security Register.

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

                 The Company may set any day as a record date for the
       purpose of determining the Holders of Outstanding Securities of
       any series entitled to give, make or take any request, demand,
       authorization, direction, notice, consent, waiver or other
       action provided or permitted by this Indenture to be given,
       made or taken by Holders of Securities of such series, provided
       that the Company may not set a record date for, and the
       provisions of this paragraph shall not apply with respect to,
       the giving or making of any notice, declaration, request or
       direction referred to in the next paragraph.  If any record



                                       -11-


                                    Page 19 of 96                  
<PAGE>

       date is set pursuant to this paragraph, the Holders of
       Outstanding Securities of the relevant series on such record
       date, and no other Holders, shall be entitled to take the
       relevant action, whether or not such Holders remain Holders
       after such record date; provided that no such action shall be
       effective hereunder unless taken on or prior to the applicable
       Expiration Date by Holders of the requisite principal amount of
       Outstanding Securities of such series on such record date. 
       Nothing in this paragraph shall be construed to prevent the
       Company from setting a new record date for any action for which
       a record date has previously been set pursuant to this
       paragraph (whereupon the record date previously set shall
       automatically and with no action by any Person be cancelled and
       of no effect), and nothing in this paragraph shall be construed
       to render ineffective any action taken by Holders of the
       requisite principal amount of Outstanding Securities of the
       relevant series on the date such action is taken.  Promptly
       after any record date is set pursuant to this paragraph, the
       Company, at its own expense, shall cause notice of such record
       date, the proposed action by Holders and the applicable
       Expiration Date to be given to the Trustee in writing and to
       each Holder of Securities of the relevant series in the manner
       set forth in Section 106.

                 The Trustee may set any day as a record date for the
       purpose of determining the Holders of Outstanding Securities of
       any series entitled to join in the giving or making of (i) any
       Notice of Default, (ii) any declaration of acceleration
       referred to in Section 502, (iii) any request to institute
       proceedings referred to in Section 507(2) or (iv) any direction
       referred to in Section 512, in each case with respect to
       Securities of such series.  If any record date is set pursuant
       to this paragraph, the Holders of Outstanding Securities of
       such series on such record date, and no other Holders, shall be
       entitled to join in such notice, declaration, request or
       direction, whether or not such Holders remain Holders after
       such record date; provided that no such action shall be
       effective hereunder unless taken on or prior to the applicable
       Expiration Date by Holders of the requisite principal amount of
       Outstanding Securities of such series on such record date. 
       Nothing in this paragraph shall be construed to prevent the
       Trustee from setting a new record date for any action for which
       a record date has previously been set pursuant to this
       paragraph (whereupon the record date previously set shall
       automatically and with no action by any Person be cancelled and
       of no effect), and nothing in this paragraph shall be construed
       to render ineffective any action taken by Holders of the
       requisite principal amount of Outstanding Securities of the
       relevant series on the date such action is taken.  Promptly
       after any record date is set pursuant to this paragraph, the
       Trustee, at the Company's expense, shall cause notice of such
       record date, the proposed action by Holders and the applicable



                                       -12-


                                    Page 20 of 96                  
<PAGE>

       Expiration Date to be given to the Company in writing and to
       each Holder of Securities of the relevant series in the manner
       set forth in Section 106.

                 With respect to any record date set pursuant to this
       Section, the party hereto which sets such record dates may
       designate any date as the "Expiration Date" and from time to
       time may change the Expiration Date to any earlier or later
       day; provided that no such change shall be effective unless
       notice of the proposed new Expiration Date is given to the
       other party hereto in writing, and to each Holder of Securities
       of the relevant series in the manner set forth in Section 106,
       on or prior to the existing Expiration Date. If an Expiration
       Date is not designated with respect to any record date set
       pursuant to this Section, the party hereto which sets such
       record date shall be deemed to have initially designated the
       180th day after such record date as the Expiration Date with
       respect thereto, subject to its right to change the Expiration
       Date as provided in this paragraph.  Notwithstanding the
       foregoing, no Expiration Date shall be later than the 180th day
       after the applicable record date.

                 Without limiting the foregoing, a Holder entitled
       hereunder to give or take any action hereunder with regard to
       any particular Security may do so with regard to all or any
       part of the principal amount of such Security or by one or more
       duly appointed agents each of which may do so pursuant to such
       appointment with regard to all or any part of such principal
       amount.

       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 sufficient for every purpose hereunder if made,
            given, furnished or filed in writing to or with the
            Trustee at 4 MetroTech Center, Brooklyn, New York 11245,
            Attn: Corporate Trust Department, 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.




                                       -13-


                                    Page 21 of 96                  
<PAGE>

       Section 106.  Notice to Holders; Waiver.
                     -------------------------
                 Where this Indenture provides for notice to Holders
       of any event, 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,
       not later than the latest date (if any), and not earlier than
       the earliest date (if any), prescribed for the giving of such
       notice.  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. 
       Where this Indenture provides for notice in any manner, such
       notice may be waived in writing by the Person entitled to
       receive such notice, either before or after the event, and such
       waiver shall be the equivalent of such notice.  Waivers of
       notice by Holders shall be filed with the Trustee, but such
       filing shall not be a condition precedent to the validity of
       any action taken in reliance upon such waiver.

                 In case by reason of the suspension of regular mail
       service or by reason of any other cause it shall be
       impracticable to give such notice by mail, then such
       notification as shall be made with the approval of the Trustee
       shall constitute a sufficient notification for every purpose
       hereunder.

       Section 107.  Conflict with Trust Indenture Act.
                     ---------------------------------
                 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.





                                       -14-


                                    Page 22 of 96                  
<PAGE>

       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,
       express or implied, shall give to any Person, other than the
       parties hereto and their successors hereunder any benefit or
       any legal or equitable right, remedy or claim under this
       Indenture.

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

       Section 113.  Legal Holidays.
                     --------------
                 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
       (other than a provision of any Security that specifically
       states that such provision shall apply in lieu of this
       Section)) 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 with respect
       to such payment for the period from and after such Interest
       Payment Date, Redemption Date or Stated Maturity, as the case
       may be.


                                 ARTICLE TWO
                                SECURITY FORMS
                                --------------
       Section 201.  Forms Generally.
                     ---------------
                 The Securities of each series shall be in
       substantially the form set forth in this Article, or in such
       other form 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



                                       -15-


                                    Page 23 of 96                  
<PAGE>

       by this Indenture, and may have such letters, numbers or other
       marks of identification and such legends or endorsements placed
       thereon as may be required to comply with the rules of any
       securities exchange or as may, consistently herewith, be
       determined by the officers executing such Securities, as
       evidenced by their execution thereof.  If the form of
       Securities of any series is established by action taken
       pursuant to a Board Resolution, a copy of an appropriate record
       of such action 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 shall be printed,
       lithographed or engraved on steel engraved borders or may be
       produced in any other manner, all as determined by the officers
       executing such Securities, as evidenced by their execution of
       such Securities.

       Section 202.  Form of Face of Security.
                     ------------------------
                 [Insert any legend required by the Internal Revenue
       Code and the regulations thereunder.]

                         NORTHROP GRUMMAN CORPORATION
       _______________________________________________________________

       No. ____________                                $ _____________
                                                   CUSIP _____________

                 Northrop Grumman Corporation, a corporation duly
       organized and existing under the laws of Delaware (herein
       called the "Company," which term includes any successor Person
       under the Indenture hereinafter referred to), for value
       received, hereby promises to pay to _______________________, or
       registered assigns, the principal sum of ______________________
       [Dollars] [if other than Dollars, substitute other currency or
       currency units] on ____________________________________________
       [If the Security is to bear interest prior to Maturity,
       Interest __, and to pay interest thereon from _________________
       or from the most recent Interest Payment Date to which interest
       has been paid or duly provided for, [semi-annually on ________
       ______________________ and _____________________ in each year]
       [if other than semi-annual interest at a fixed rate, insert
       frequency of payments and payment dates], commencing
       ___________________ at [If the Security is to bear interest at
       a fixed rate, insert -- the rate of ____% per annum] [if the
       Security is to bear interest at a rate determined with
       reference to one or more formula, refer to description of index
       below], until the principal hereof is paid or made available
       for payment [If applicable, insert --, provided that any



                                       -16-


                                    Page 24 of 96                  
<PAGE>

       principal and premium, and any such installment of interest,
       which is overdue shall bear interest at the rate of ____% per
       annum (to the extent that the payment of such interest shall be
       legally enforceable), from the dates such amounts are due until
       they are paid or made available for payment, and such interest
       shall be payable on demand.]  Interest shall be computed on the
       basis of a 360-day year of twelve 30-day months.  The interest
       so payable, and punctually paid or duly provided for, on any
       Interest Payment Date will, as provided in such Indenture, be
       paid to the Person in whose name this Security (or one or more
       Predecessor Securities) is registered at the close of business
       on the Regular Record Date for such interest, which shall be
       the _________________ or ___________________ (whether or not a
       Business Day), as the case may be, next preceding such Interest
       Payment Date.  Any such interest not so punctually paid or duly
       provided for will forthwith cease to be payable to the Holder
       on such Regular Record Date and may either be paid to the
       Person in whose name this Security (or one or more Predecessor
       Securities) is registered at the close of business on a Special
       Record Date for the Payment of such Defaulted Interest to be
       fixed by the Trustee, notice whereof shall be given to Holders
       of Securities of this series not less than 10 days prior to
       such Special Record Date, or be paid at any time in any other
       lawful manner not inconsistent with the requirements of any
       securities exchange on which the Securities of this series may
       be listed, and upon such notice as may be required by such
       exchange, all as more fully provided in said Indenture].

                 [If the Securities are securities with respect to
       which the principal of or any premium or interest may be
       determined with reference to one or more indices or formulas,
       insert the text of such indices or formulas]

                 [If the Security is not to bear interest prior to
       Maturity, insert -- The principal of this Security shall not
       bear interest except in the case of a default in payment of
       principal upon acceleration, upon redemption or at Stated
       Maturity and in such case the overdue principal and any overdue
       premium shall bear interest at the rate of _____% per annum (to
       the extent that the payment of such interest shall be legally
       enforceable), from the dates such amounts are due until they
       are paid or made available for payment.  Interest on any
       overdue principal or premium shall be payable on demand.  [Any
       such interest on overdue principal or premium which is not paid
       on demand shall bear interest at the rate of _______________%
       per annum (to the extent that the payment of such interest on
       interest shall be legally enforceable), from the date of such
       demand until the amount so demanded is paid or made available
       for payment.  Interest on any overdue interest shall be payable
       on demand.]]





                                       -17-


                                    Page 25 of 96                  
<PAGE>

                 Payment of the principal of (and premium, if any) and
       [if applicable, interest -- any such] interest on this Security
       will be made at the office or agency of the Company maintained
       for that purpose in ________________ in such coin or currency
       [of the United States of America] [if the Security is
       denominated in a currency other than U.S. dollars, specify
       other currency or currency unit in which payment of the
       principal of any premium or interest may be made] as at the
       time of payment is legal tender for payment of public and
       private debts [if applicable, insert --; provided, however,
       that at the option of the Company payment of interest may be
       made by check mailed to the address of the Person entitled
       thereto as such address shall appear in the Security Register
       or by wire transfer to an account maintained by the person
       entitled thereto as specified in the Security Register.]

                 Reference is hereby made to the further provisions of
       this Security set forth on the reverse hereof, which further
       provisions shall for all purposes have the same effect as if
       set forth at this place.

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

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

       Dated:  ________________

                                NORTHROP GRUMMAN CORPORATION



                                By ___________________________________

       Attest:



       ______________________



       Section 203.  Form of Reverse of Security.
                     ---------------------------
                 This Security is one of a duly authorized issue of
       securities of the Company (herein called the "Securities"),
       issued and to be issued in one or more series under an
       Indenture, dated as of ________________, 199__ (herein called



                                       -18-


                                    Page 26 of 96                  
<PAGE>

       the "Indenture", which term shall have the meaning assigned to
       it in such instrument), between the Company and The Chase
       Manhattan Bank (National Association), as Trustee (herein
       called the "Trustee", which term includes any successor trustee
       under the Indenture), and reference is hereby made to the
       Indenture for a statement of the respective rights, limitations
       of rights, duties and immunities thereunder of the Company, the
       Trustee and the Holders of the Securities and of the terms upon
       which the securities are, and are to be authenticated and
       delivered.  This Security is one of the series designated on
       the face hereof [if applicable, insert -- limited in aggregate
       principal amount to $________________].  [The Securities are
       [unsecured general obligations of the Company.]]

                 [If applicable, insert -- the securities of this
       series are subject to redemption upon not less than 30 days'
       notice by mail, [If applicable, insert -- (1) on
       _______________ in any year commencing with the year
       _____________ and ending with the year ______________ through
       operation of the sinking fund for this series at a Redemption
       Price equal to 100% of the principal amount, and (2)] at any
       time [if applicable, insert -- on or after ______________,
       19___], as a whole or in part, at the election of the Company,
       at the following Redemption Prices (expressed as percentages of
       the principal amount):  If redeemed [if applicable, insert --
       on or before __________________, _____% and if redeemed] during
       the 12-month period beginning ________________ of the years
       indicated,

                      Redemption                            Redemption
       Year              Price            Year                Price   
       ----           -----------         ----             -----------





       and thereafter at a Redemption Price equal to _____% of the
       principal amount, together in the case of any such redemption
       [if applicable, insert -- (whether through operation of the
       sinking fund or otherwise)] with accrued interest to the
       Redemption Date, but interest installments whose Stated
       Maturity is on or prior to such Redemption Date will be payable
       to the Holders of such Securities, or one or more Predecessor
       Securities, of record at the close of business on the relevant
       Record Dates referred to on the face hereof, all as provided in
       the Indenture.]

                 [If applicable, insert -- The Securities of this
       series are subject to redemption upon not less than 30 days'
       notice by mail, (1) on ______________ in any year commencing
       with the year ______ and ending with the year ______ through



                                       -19-


                                    Page 27 of 96                  
<PAGE>

       operation of the sinking fund for this series at the Redemption
       Prices for redemption through operation of the sinking fund
       (expressed as percentages of the principal amount) set forth in
       the table below, and (2) at any time [if applicable, insert --
       on or after ________________, as a whole or in part, at the
       election of the Company, at the Redemption Prices for
       redemption otherwise than through operation of the sinking fund
       (expressed as percentages of the principal amount) set forth in
       the table below:  If redeemed during the 12-month period
       beginning _____________________ of the years indicated,

                      Redemption Price
                        For Redemption            Redemption Price For
                      Through Operation           Redemption Otherwise
                           of the               Than Through Operation
       Year              Sinking Fund            of the Sinking Fund  
       ----           ------------------        ----------------------



       and thereafter at a Redemption Price equal to __________% of
       the principal amount, together in the case of any such
       redemption (whether through operation of the sinking fund or
       otherwise) with accrued interest to the Redemption Date, but
       interest installments whose Stated Maturity is on or prior to
       such Redemption Date will be payable to the Holders of such
       Securities, or one or more Predecessor Securities, of record at
       the close of business on the relevant Record Dates referred to
       on the face hereof, all as provided in the Indenture.]

                 [If applicable, insert -- Notwithstanding the
       foregoing, the Company may not, prior to ________________
       redeem any Securities of this series as contemplated by [if
       applicable, insert -- Clause (2) of the preceding paragraph as
       a part of, or in anticipation of, any refunding operation by
       the application, directly or indirectly, of moneys borrowed
       having an interest cost to the Company (calculated in
       accordance with generally accepted financial practice) of less
       than _________% per annum.]

                 [If applicable, insert -- The sinking fund for this
       series provides for the redemption on __________________ in
       each year beginning with the year ___________ and ending with
       the year ________ of [if applicable, insert -- not less than
       $_______________ ("mandatory sinking fund") and not more than]
       $_______________ aggregate principal amount of Securities of
       this series.  Securities of this series acquired or redeemed by
       the Company otherwise than through [if applicable, insert --
       mandatory] sinking fund payments may be credited against
       subsequent [if applicable, insert -- mandatory] [sinking fund
       payments otherwise required to be made [if applicable,
       insert --, in the inverse order in which they become due].]



                                       -20-


                                    Page 28 of 96                  
<PAGE>


                 [If the Security is subject to redemption of any
       kind, insert -- In the event of redemption of this Security in
       part only, a new Security or Securities of this series and of
       like tenor for the unredeemed portion hereof will be issued in
       the name of the Holder hereof upon the cancellation hereof.]

                 [Insert paragraph regarding subordination of the
       Security.]

                 [If applicable, insert -- The Indenture contains
       provisions for defeasance at any time of [the entire
       indebtedness of this Security] [or] [certain restrictive
       covenants and Events of Default with respect to this Security]
       [, in each case] upon compliance with certain conditions set
       forth in the Indenture.]

                 [If the Security is convertible into securities of
       the Company, specify the conversion features.]

                 [If the Security is not an Original Issue Discount
       Security, insert -- If an Event of Default with respect to
       Securities of this series shall occur and be continuing, the
       principal of the Securities of this series may be declared due
       and payable in the manner and with the effect provided in the
       Indenture.]

                 [If the Security is an Original Issue Discount
       Security, insert -- If an Event of Default with respect to
       Securities of this series shall occur and be continuing, an
       amount of principal of the Securities of this series may be
       declared due and payable in the manner and with the effect
       provided in the Indenture.  Such amount shall be equal to --
       [insert formula for determining the amount.]  Upon payment
       (i) of the amount of principal so declared due and payable and
       (ii) of interest on any overdue principal, premium and interest
       (in each case to the extent that the payment of such interest
       shall be legally enforceable), all of the Company's obligations
       in respect of the payment of the principal of and premium and
       interest, if any, on the Securities of this series shall
       terminate.]

                 The Indenture permits, with certain exceptions as
       therein provided, the amendment thereof and the modification of
       the rights and obligations of the Company and the rights of the
       Holders of the Securities of each series to be affected under
       the Indenture at any time by the Company and the Trustee with
       the consent of the Holders of a majority in principal amount of
       the securities at the time Outstanding of each series to be
       affected.  The Indenture also contains provisions permitting
       the Holders of specified percentages in principal amount of the
       Securities of each series at the time Outstanding, on behalf of



                                       -21-


                                    Page 29 of 96                  
<PAGE>

       the Holders of all Securities of such series, to waive
       compliance by the Company with certain provisions of the
       Indenture and certain past defaults under the Indenture and
       their consequences.  Any such consent or waiver by the Holder
       of this Security shall be conclusive and binding upon such
       Holder and upon all future Holders of this Security and of any
       Security issued upon the registration of transfer hereof or in
       exchange herefor or in lieu hereof, whether or not notation of
       such consent or waiver is made upon this Security.

                 As provided in and subject to the provisions of the
       Indenture, the Holder of this Security shall not have the right
       to institute any proceeding with respect to the Indenture or
       for the appointment of a receiver or trustee or for any other
       remedy thereunder, unless such Holder shall have previously
       given the Trustee written notice of a continuing Event of
       Default with respect to the Securities of this series, the
       Holders of not less than 25% in principal amount of the
       Securities of this series at the time Outstanding shall have
       made written request to the Trustee to institute proceedings in
       respect of such Event of Default as Trustee and offered the
       Trustee reasonable indemnity, and the Trustee shall not have
       received from the Holders of a majority in principal amount of
       Securities of this series at the time Outstanding a direction
       inconsistent with such request, and shall have failed to
       institute any such proceeding, for 60 days after receipt of
       such notice, request and offer of indemnity.  The foregoing
       shall not apply to any suit instituted by the Holder of this
       Security for the enforcement of any payment of principal hereof
       or any premium or interest hereon on or after the respective
       due dates expressed herein.

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

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



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

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

                 Prior to due presentment of this 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 this Security is registered as the owner hereof for
       all purposes, whether or not this Security be overdue, and
       neither the Company, the Trustee nor any such agent shall be
       affected by notice to the contrary.

                 All terms used in this Security which are defined in
       the Indenture shall have the meanings assigned to them in the
       Indenture.

       Section 204.  Form of Legend for Global Securities.
                     ------------------------------------
                 Unless otherwise specified as contemplated by
       Section 301 for the Securities evidenced thereby, every Global
       Security authenticated and delivered hereunder shall bear a
       legend in substantially the following form:

       THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
       INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
       OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE
       TRANSFERRED TO, OR REGISTERED OR EXCHANGED IN WHOLE OR IN PART
       FOR A SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER THAN
       SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
       CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

       Section 205.  Form of Trustee's Certificate of Authentication.
                     -----------------------------------------------
                 The Trustee's certificates of authentication shall be
       in substantially the following form:









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                                    Page 31 of 96                  
<PAGE>

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

                              THE CHASE MANHATTAN BANK (NATIONAL
                              ASSOCIATION),
                                               As Trustee



                              By _____________________________________
                                                    Authorized Officer


                                ARTICLE THREE
                                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 in one or more series. 
       There shall be established in or pursuant to a Board Resolution
       and, subject to Section 303, set forth, or determined in the
       manner provided, 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
            Securities of any other series);

                 (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 Person to whom any interest on a 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;

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



                                       -24-


                                    Page 32 of 96                  
<PAGE>


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

                 (6)  the place or places where the principal of and
            any premium and interest on any Securities of the series
            shall be payable;

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

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

                 (9)  any provision for the conversion or exchange of
            Securities of the series, either at the option of the
            Holder thereof or the Company, into or for another
            security or securities of the Company, the security or
            securities into or for which, the period or periods within
            which, the price or prices, including any adjustments
            thereto, at which and the other terms and conditions upon
            which any Securities of the series shall be converted or
            exchanged, in whole or in part, pursuant to such
            obligation;

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

                 (11) if the amount of principal of or any premium or
            interest on any Securities of the series may be determined
            with reference to one or more indices or pursuant to a
            formula, the manner in which such amounts shall be
            determined;

                 (12) if other than the currency of the United States
            of America, the currency, currencies or currency units in
            which the principal of or any premium or interest on any
            Securities of the series shall be payable and the manner
            of determining the equivalent thereof in the currency of



                                       -25-


                                    Page 33 of 96                  
<PAGE>

            the United States of America for any purpose, including
            for purposes of the definition of "Outstanding" in
            Section 101;

                 (13) if the principal of or any premium or interest
            on any Securities of the series is to be payable, at the
            election of the Company or the Holder thereof, in one or
            more currencies or currency units other than that or those
            in which such Securities are stated to be payable, the
            currency, currencies or currency units in which the
            principal of or any premium or interest on such Securities
            as to which such election is made shall be payable, the
            periods within which and the terms and conditions upon
            which such election is to be made and the amount so
            payable (or the manner in which such amount shall be
            determined);

                 (14) if other than the entire principal amount
            thereof, the portion of the principal amount of any
            Securities of the series which shall be payable upon
            declaration of acceleration of the Maturity thereof
            pursuant to Section 502;

                 (15) if the principal amount payable at the Stated
            Maturity of any Securities of the series will not be
            determinable as of any one or more dates prior to the
            Stated Maturity, the amount which shall be deemed to be
            the principal amount of such Securities as of any such
            date for any purpose thereunder or hereunder, including
            the principal amount thereof which shall be due and
            payable upon any Maturity other than the Stated Maturity
            or which shall be deemed to be Outstanding as of any date
            prior to the Stated Maturity (or, in any such case, the
            manner in which such amount deemed to be the principal
            amount shall be determined);

                 (16) whether either or both of Section 1302 or
            Section 1303 shall not apply to the Securities of the
            series;

                 (17) if and as applicable, that any Securities of the
            series shall be issuable in whole or in part in the form
            of one or more Global Securities and, in such case, the
            respective Depositaries for such Global Securities, the
            form of any legend or legends which shall be borne by any
            such Global Security in addition to or in lieu of that set
            forth in Section 204 and any circumstances in addition to
            or in lieu of those set forth in Clause (2) of the last
            paragraph of Section 305 in which any such Global Security
            may be exchanged in whole or in part for Securities
            registered, and any transfer of such Global Security in
            whole or in part may be registered, in the name or names



                                       -26-


                                    Page 34 of 96                  
<PAGE>

            of Persons other than the Depositary for such Global
            Security or a nominee thereof;

                 (18) any addition to or change in the Events of
            Default which applies to any Securities of the series and
            any change in the right of the Trustee or the requisite
            Holders of such Securities to declare the principal amount
            thereof due and payable pursuant to Section 502;

                 (19) any addition to or change in the covenants set
            forth in Article Ten which applies to Securities of the
            series;

                 (20) if applicable, that the subordination provisions
            in Article Fourteen shall apply to the Securities of the
            series or that any different subordination provisions,
            including different definitions of the terms "Senior
            Indebtedness" or "Existing Subordinated Indebtedness",
            shall apply to Securities of the series; and

                 (21) any other terms of the series (which terms shall
            not be inconsistent with the provisions of this Indenture,
            except as permitted by Section 901(5)).

                 All Securities of any one series shall be
       substantially identical except as to denomination and except as
       may otherwise be provided in or pursuant to the Board
       Resolution referred to above and (subject to Section 303) set
       forth, or determined in the manner provided in the Officers'
       Certificate referred to above or in any such indenture
       supplemental hereto.  All Securities of any one series need not
       be issued at one time and, unless otherwise provided, a series
       may be reopened for issuances of additional Securities of such
       series.

                 Unless otherwise provided with respect to the
       Securities of any series, at the option of the Company,
       interest on the Securities of any series that bears interest
       may be paid by mailing a check to the address of the person
       entitled thereto as such address shall appear in the Security
       Register.

                 If any of the terms of the series are established by
       action taken pursuant to a Board Resolution, a copy of an
       appropriate record of such action 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 series.







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                                    Page 35 of 96                  
<PAGE>

       Section 302.  Denominations.
                     -------------
                 The Securities of each series shall be issuable only
       in registered form without coupons and only in such
       denominations as shall be specified as contemplated by
       Section 301.  In the absence of any such specified denomination
       with respect to the Securities of any series, the Securities of
       such series shall be issuable in denominations of $1,000 and
       any integral multiple thereof.

       Section 303.  Execution, Authentication, Delivery and Dating.
                     ----------------------------------------------
                 The Securities shall be executed on behalf of the
       Company by its Chairman of the Board, its Vice Chairman of the
       Board, its President or one of its Vice Presidents, under its
       corporate seal reproduced thereon attested by its Secretary or
       one of its Assistant Secretaries.  The signature of any of
       these officers on the Securities may be manual or facsimile.

                 Securities 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 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.  If the form or terms of the
       Securities of the series 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 form of such Securities has been
            established by or pursuant to Board Resolution as
            permitted by Section 201, that such form has been
            established in conformity with the provisions of this
            Indenture;

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



                                       -28-


                                    Page 36 of 96                  
<PAGE>


                 (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, fraudulent transfer, reorganization,
            moratorium and similar laws of general applicability
            relating to or affecting creditors' rights and to general
            equity principles [and, if applicable, to provisions of
            law which may require that a judgment for money damages
            rendered by a court in the United States be expressed in
            United States dollars].

       If such form or terms have been so established, the Trustee
       shall not be required to authenticate such Securities if the
       issue of such Securities pursuant to this Indenture will affect
       the Trustee's own rights, duties or immunities under the
       Securities and this Indenture or otherwise in a manner which is
       not reasonably acceptable to the Trustee.

                 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 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.

                 Each Security shall be dated the date of its
       authentication.

                 No Security 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 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, 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.




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                                    Page 37 of 96                  
<PAGE>

       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 and with such appropriate insertions,
       omissions, substitutions and other variations as the officers
       executing such Securities may determine, as evidenced by their
       execution of such Securities.

                 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 in a Place
       of Payment for that series, without charge to the Holder.  Upon
       surrender for cancellation of any one or more temporary
       Securities of any series, the Company shall execute and the
       Trustee shall authenticate and deliver in exchange therefor one
       or more definitive Securities of the same series, of any
       authorized denominations and of like tenor and aggregate
       principal amount.  Until so exchanged, the temporary Securities
       of any series shall in all respects be entitled to the same
       benefits under this Indenture as definitive Securities of such
       series and tenor.

       Section 305.  Registration, Registration of Transfer and
       Exchange.     ------------------------------------------
       --------
                 The Company shall cause to be kept at the Corporate
       Trust Office of the Trustee a register (the register maintained
       in such office and in any other office or agency of the Company
       in a Place of Payment being herein 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 Securities and of
       transfers of Securities.  The Trustee is hereby appointed
       "Security Registrar" for the purpose of registering Securities
       and transfers of Securities as herein provided.

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



                                       -30-


                                    Page 38 of 96                  
<PAGE>


                 At the option of the Holder, Securities of any series
       may be exchanged for other Securities of the same series, of
       any authorized denominations and of like tenor and aggregate
       principal amount, upon surrender of the Securities to be
       exchanged at such office or agency.  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.

                 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 Security presented or surrendered for
       registration of transfer or for exchange shall (if so required
       by the Company or the Trustee) be duly endorsed, or be
       accompanied by a written instrument of transfer in form
       satisfactory to the Company and the Security Registrar 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.

                 If the Securities of any series (or of any series and
       specified tenor) are to be redeemed in part, the Company shall
       not be required (A) to issue, register the transfer of or
       exchange any Securities of that series (or of that series and
       specified tenor, as the case may be) during a period beginning
       at the opening of business 15 days before the day of the
       mailing of a notice of redemption of any such Securities
       selected for redemption under Section 1103 and ending at the
       close of business on the day of such mailing, or (B) to
       register the transfer of or exchange any Security so selected
       for redemption in whole or in part, except the unredeemed
       portion of any Security being redeemed in part.

                 The provisions of Clauses (1), (2), (3), (4) and (5)
       below shall apply only to Global Securities:

                 (1)  Each Global Security authenticated under this
            Indenture shall be registered in the name of the
            Depositary designated for such Global Security or a



                                       -31-


                                    Page 39 of 96                  
<PAGE>

            nominee thereof and delivered to such Depositary or a
            nominee thereof or custodian therefor, and each such
            Global Security shall constitute a single Security for all
            purposes of this Indenture.

                 (2)  Notwithstanding any other provision in this
            Indenture, no Global Security may be exchanged in whole or
            in part for Securities registered, and no transfer of a
            Global Security in whole or in part may be registered, in
            the name of any Person other than the Depositary for such
            Global Security or a nominee thereof unless (A) such
            Depositary (i) has notified the Company that it is
            unwilling or unable to continue as Depositary for such
            Global Security or (ii) has ceased to be a clearing agency
            registered under the Exchange Act, (B) there shall have
            occurred and be continuing an Event of Default with
            respect to such Global Security or (C) there shall exist
            such circumstances, if any, in addition to or in lieu of
            the foregoing as have been specified for this purpose as
            contemplated by Section 301.

                 (3)  Subject to the provisions of Clause (2) above,
            the rights of holders of such Global Securities shall be
            exercised only through the Depositary and shall be limited
            to those established by law and agreements between such
            holders and the Depositary and or the Depositary
            participants.  The initial Depositary will make book-
            entry transfers among the Depositary participants and
            receive and transmit distributions of principal and
            interest on the Global Securities to such Depositary
            participants.

                 The Depositary may be treated by the Company and the
            Trustee, and any of their respective agents, employees,
            officers and directors, as the absolute owner of the
            Global Securities for all purposes whatsoever. 
            Notwithstanding the foregoing, nothing in this Indenture
            shall prevent the Company and the Trustee, or any of their
            respective agents, from giving effect to any written
            certification, proxy or other authorization furnished by
            the Depositary, or shall impair the operation of customary
            practices governing the exercise of the rights of a holder
            of any Global Security.  Subject to the foregoing
            provisions of this Section, any holder may grant proxies
            and otherwise authorize any person to take any action
            which a holder is entitled to take under this Indenture or
            the Global Securities.

                 (4)  Subject to Clause (2) above, any exchange of a
            Global Security for other Securities may be made in whole
            or in part, and all Securities issued in exchange for a
            Global Security or any portion thereof shall be registered



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                                    Page 40 of 96                  
<PAGE>

            in such names as the Depositary for such Global Security
            shall direct.

                 (5)  Every Security authenticated and delivered upon
            registration of transfer of, or in exchange for or in lieu
            of, a Global Security or any portion thereof, whether
            pursuant to this Section, Section 304, 306, 906 or 1107 or
            otherwise, shall be authenticated and delivered in the
            form of, and shall be, a Global Security, unless such
            Security is registered in the name of a Person other than
            the Depositary for such Global Security or a nominee
            thereof.

       Section 306.  Mutilated, Destroyed, Lost or Stolen Securities.
                     -----------------------------------------------
                 If any mutilated Security 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.

                 If there shall be delivered to the Company and the
       Trustee (i) evidence to their satisfaction of the destruction,
       loss or theft of any Security and (ii) such security or
       indemnity as may be required by them to save each of them and
       any agent of either of them harmless, then, in the absence of
       notice to the Company or the Trustee that such Security 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, a new Security
       of the same series and of like tenor and principal amount and
       bearing a number not contemporaneously outstanding.

                 In case any such mutilated, destroyed, lost or stolen
       Security has become or is about to become due and payable, the
       Company in its discretion may, instead of issuing a new
       Security, pay such Security.

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

                 Every new Security of any series issued pursuant to
       this Section in lieu of any destroyed, lost or stolen Security
       shall constitute an original additional contractual obligation
       of the Company, whether or not the destroyed, lost or stolen
       Security shall be at any time enforceable by anyone, and shall
       be entitled to all the benefits of this Indenture equally and




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       proportionately with any and all other Securities 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.

       Section 307.  Payment of Interest; Interest Rights Preserved.
                     ----------------------------------------------
                 Except as otherwise provided as contemplated by
       Section 301 with respect to any series of Securities, interest
       on any 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 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 name the
            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 any 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



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            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, 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 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,
       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.

       Section 308.  Persons Deemed Owners.
                     ---------------------
                 Prior to due presentment of a 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 Security is registered as the owner of such
       Security for the purpose of receiving payment of principal of
       and any premium and (subject to Section 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.

       Section 309.  Cancellation.
                     ------------
                 All Securities surrendered for payment, redemption,
       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 and shall be
       promptly cancelled by it.  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)



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       for cancellation any Securities previously authenticated
       hereunder which the Company has not issued and sold, and all
       Securities so delivered shall be promptly cancelled by the
       Trustee.  No Securities shall be authenticated in lieu of or in
       exchange for any Securities cancelled as provided in this
       Section, except as expressly permitted by this Indenture.  All
       cancelled Securities held by the Trustee shall be disposed of
       as directed by a Company Order.

       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.

                                 ARTICLE FOUR
                          SATISFACTION AND DISCHARGE
                          --------------------------
       Section 401.  Satisfaction and Discharge of Indenture.
                     ---------------------------------------
            This Indenture shall upon Company Request cease to be of
       further effect (except as to any surviving rights of
       registration of transfer or exchange of Securities 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 theretofore authenticated and
                 delivered (other than (i) Securities which have been
                 destroyed, lost or stolen and which have been
                 replaced or paid as provided in Section 306 and
                 (ii) Securities 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 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



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                 Trustee in the name, and at the expense, of the
                 Company,

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

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

                 (3)  the Company has delivered to the Trustee an
            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 Trustee 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 deposited with the Trustee pursuant to
       Section 401 shall be held in trust and applied by it, in
       accordance with the provisions of the Securities 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 any premium and interest for
       whose payment such money has been deposited with the Trustee.











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                                ARTICLE FIVE
                                  REMEDIES
                                  --------
       Section 501.  Events of Default.
                     -----------------
                 "Event of Default", wherever used herein with respect
       to Securities of any series, means any of the following events
       (whatever the reason for such Event of Default and whether it
       shall be occasioned by the provisions of Article Fourteen or be
       voluntary or involuntary or be effected by operation of law or
       pursuant to any judgment, decree or order of any court or any
       order, rule or regulation of any administrative or governmental
       body):

                 (1)  default in the payment of any interest upon any
            Security of that series when it becomes due and payable,
            and continuance of such default for a period of 30 days;
            or

                 (2)  default in the payment of the principal of or
            any premium on any Security of that series when due,
            whether at its Maturity, upon acceleration or otherwise;
            or

                 (3)  default in the deposit of any sinking fund
            payment, when and as due by the terms of a Security of
            that series; or

                 (4)  default in the performance, or breach, of any
            covenant, agreement or warranty of the Company for the
            benefit of the Holders of the Security in this Indenture
            (other than a covenant, agreement or warranty a default in
            whose performance or whose breach is elsewhere in this
            Section specifically dealt with or which has expressly
            been included in this Indenture solely for the benefit of
            series of Securities other than that series), and
            continuance of such default or breach for a period of
            90 days after there has been given, by registered or
            certified mail, to the Company by the Trustee or to the
            Company and the Trustee by the Holders of at least 10% in
            principal amount of the Outstanding Securities of that
            series a written notice specifying such default or breach
            and requiring it to be remedied and stating that such
            notice is a "Notice of Default" hereunder; or

                 (5)  the entry by a court having jurisdiction in the
            premises of (A) a decree or order for relief in respect of
            the Company in an involuntary case or proceeding under any
            applicable Federal or State bankruptcy, insolvency,
            reorganization or other similar law or (B) a decree or
            order adjudging the Company a bankrupt or insolvent, or
            approving as properly filed a petition seeking



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            reorganization, arrangement, adjustment or composition of
            or in respect of the Company under any applicable Federal
            or State law, or appointing a custodian, receiver,
            liquidator, assignee, trustee, sequestrator or other
            similar official of the Company or of 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 for relief or any such other decree or order
            unstayed and in effect for a period of 60 consecutive
            days; or

                 (6)  the commencement by the Company of a voluntary
            case or proceeding under any applicable Federal or State
            bankruptcy, insolvency, reorganization or other similar
            law or of any other case or proceeding to be adjudicated a
            bankrupt or insolvent, or the consent by it to the entry
            of a decree or order for relief in respect of the Company
            in an involuntary case or proceeding under any applicable
            Federal or State bankruptcy, insolvency, reorganization or
            other similar law or to the commencement of any bankruptcy
            or insolvency case or proceeding against it, or the filing
            by it of a petition or answer or consent seeking
            reorganization or relief under any applicable Federal or
            State law, or the consent by it to the filing of such
            petition or to the appointment of or taking possession by
            a custodian, receiver, liquidator, assignee, trustee,
            sequestrator or other similar official of the Company or
            of any substantial part of its property, or the making by
            it of an assignment for the benefit of creditors, or the
            admission by it in writing of its inability to pay its
            debts generally as they become due, or the taking of
            corporate action by the Company in furtherance of any such
            action; or

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

       Section 502.  Acceleration of Maturity; Rescission and
       Annulment.    ----------------------------------------
       ---------
                 If an Event of Default (other than an Event of
       Default specified in Section 501(5) or 501(6)) with respect to
       Securities of any series at the time Outstanding occurs and is
       continuing, then in every such case, and upon five (5) days'
       prior written notice to the Bank Agent and each other holder
       (or representative of a holder) of Designated Senior
       Indebtedness, 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 of all the Securities
       of that series (or, if any Securities of that series are
       Original Issue Discount Securities, such portion of the
       principal amount of such Securities as may be specified by the



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       terms thereof) 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. 
       If an Event of Default specified in Section 501(5) or 501(6)
       with respect to Securities of any series at the time
       Outstanding occurs, the principal amount of all the Securities
       of that series (or, if any Securities of that series are
       Original Issue Discount Securities, such portion of the
       principal amount of such Securities as may be specified by the
       terms thereof) shall automatically, and without any declaration
       or other action on the part of the Trustee or any Holder,
       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 any 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, 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 non-payment of the
            principal of Securities of that series which have become
            due solely by such declaration of acceleration, have been
            cured or waived as provided in Section 513.

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



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       Section 503.  Collection of Indebtedness and Suits for
       Enforcement by Trustee.
       ------------------------------------------------------
                 The Company covenants that if:

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

                 (2)  default is made in the payment of the principal
            of (or premium, if any, on) any Security whether at the
            Maturity or upon acceleration or otherwise thereof;

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



                                       -41-


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       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; provided, however, that the Trustee may, on behalf
       of the Holders, vote for the election of a trustee in
       bankruptcy or similar official and be a member of a creditors'
       or other similar committee.

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

                 SECOND:  Subject to Article Fourteen, to the payment
            of the amounts then due and unpaid for principal of and
            any premium and interest 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 any premium and interest,
            respectively.



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                 THIRD:  To the Company or any other 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)  such Holder has previously given written notice
            to the Trustee of a continuing Event of Default with
            respect to the Securities of that series;

                 (2)  the Holders of 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 any right in any manner whatever by virtue
       of, or by availing of, any provision of this Indenture to
       affect, disturb or prejudice the rights of any other of such
       Holders, or to obtain or to seek to obtain priority or
       preference over any other of such Holders or to enforce any
       right under this Indenture, except in the manner herein
       provided and for the equal and ratable benefit of all of such
       Holders.

       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 shall have the right,
       which is absolute and unconditional, to receive payment of the
       principal of and any premium and (subject to Section 307)



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                                    Page 51 of 96                  
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       interest on such Security on the respective Stated Maturities
       expressed in such Security (or, in the case of redemption, on
       the Redemption Date) and to convert such Security in accordance
       with the provisions in the form of Security of any particular
       series pursuant to Section 301(9) and to institute suit for the
       enforcement of any such payment and right to convert, 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 otherwise 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 an
       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.







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       Section 512.  Control by Holders.
                     ------------------
                 The Holders of 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; and

                 (2)  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 any
            premium or interest on any Security of such series, or

                 (2)  in respect of a covenant or provision hereof
            which under Article Nine 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, and any Event of Default arising therefrom shall be
       deemed to have been cured, for every purpose of this Indenture;
       but no such waiver shall extend to any subsequent or other
       default or impair any right consequent thereon.

       Section 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
       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.




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<PAGE>

       Section 515.  Waiver of Usury, Stay or Extension Laws.
                     ---------------------------------------
                 The Company covenants (to the extent that it may
       lawfully do so) that it will not at any time insist upon, or
       plead, or in any manner whatsoever claim or take the benefit or
       advantage of, any usury, stay or extension law wherever
       enacted, now or at any time hereafter in force, which may
       affect the covenants or the performance of this Indenture; and
       the Company (to the extent that it may lawfully do so) hereby
       expressly waives all benefit or advantage of any such law and
       covenants that it will not hinder, delay or impede the
       execution of any power herein granted to the Trustee, but will
       suffer and permit the execution of every such power as though
       no such law had been enacted.


                                 ARTICLE SIX
                                 THE TRUSTEE
                                 ------------
       Section 601.  Certain Duties and Responsibilities.
                     -----------------------------------
                 The Trustee, prior to the occurrence of an Event of
       Default and after the curing or waiving of all Events of
       Default which may have occurred, undertakes to perform such
       duties and only such duties as are specifically set forth in
       this Indenture.  In case an Event of Default to the actual
       knowledge of a Responsible Officer of the Trustee has occurred,
       has not been waived and is continuing, the Trustee shall
       exercise such of the rights and powers vested in it by this
       Indenture, and use the same degree of care and skill in their
       exercise, as a prudent man would exercise or use under the
       circumstances in the conduct of his own affairs.

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

                      (a)  prior to the occurrence of an Event of
            Default and after the curing or waiving of all such Events
            of Default which may have occurred;

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





                                       -46-


                                    Page 54 of 96                  
<PAGE>

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

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

                      (c)  the Trustee shall not be liable with
            respect to any action taken or omitted to be taken by it
            in good faith in accordance with the direction of the
            Holders of not less than a majority in principal amount of
            the Securities at the time outstanding relating to the
            time, method and place of conducting a proceeding for any
            remedy available to the Trustee, or exercising any trust
            or power conferred upon the Trustee, under this Indenture.

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

                 This Section is in furtherance of and subject to
       Sections 315 and 316 of the Trust Indenture Act.

       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(4) with respect to Securities of such series, no
       such notice to Holders shall be given until at least 30 days
       after the occurrence thereof.  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.



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

                 (1)  the Trustee may conclusively rely and shall be
            fully 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;

                 (2)  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 shall be sufficiently evidenced by
            a Board Resolution;

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

                 (4)  the Trustee may consult with counsel and the
            written 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;

                 (5)  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;

                 (6)  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 see fit, and, if the Trustee shall
            determine to make such further inquiry or investigation,



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<PAGE>

            it shall be entitled to examine the books, records and
            premises of the Company, personally or by agent or
            attorney at the sole cost and expense of the Company;

                 (7)  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, or for the supervision of, any
            agent or attorney appointed with due care by it hereunder;

                 (8)  in the event the Trustee is also acting as
            Paying Agent, Authenticating Agent or Security Registrar
            hereunder, the rights and protections afforded to the
            Trustee pursuant to this Indenture shall also be afforded
            to such Paying Agent, Authenticating Agent or Registrar;

                 (9)  the Trustee shall not be charged with knowledge
            of an Event of Default unless a Responsible Officer of the
            Trustee obtains actual knowledge of such event or the
            Trustee receives written notice of such event from the
            Company or from Holders of Securities of any series so
            affected evidencing no less than 51 % of the aggregate
            outstanding principal amount of Securities of such series;
            and

                 (10) when the Trustee incurs expenses or renders
            services in connection with an Event of Default specified
            in Section 501(5) or Section 501(6), such expenses
            (including the fees and expenses of its counsel) and the
            compensation for such services are intended to constitute
            expenses of administration under any bankruptcy or
            insolvency law.

       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 neither the Trustee
       nor any Authenticating Agent assumes any 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 Authenticating Agent, any Paying
       Agent, any Security Registrar or any other agent of the
       Company, in its individual or any other capacity, may become



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<PAGE>

       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, Authenticating
       Agent, Paying Agent, Security Registrar or such other agent.

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

       Section 607.  Compensation and Reimbursement.
                     ------------------------------
                 The Company agrees:

                 (1)  to pay to the Trustee from time to time
            reasonable compensation 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 the Trustee and its officers,
            directors, agents, and employees for, and to hold it and
            its officers, directors, agents, and employees harmless
            against, any loss, liability or expense incurred without
            negligence or bad faith on its part, arising out of or in
            connection with the acceptance or administration of 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 benefit of the Holders of particular Securities.







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       Section 608.  Conflicting Interests.
                     ---------------------
                 If the Trustee has or shall acquire a conflicting
       interest within the meaning of the Trust Indenture Act, the
       Trustee shall either eliminate such interest or resign, to the
       extent and in the manner provided by, and subject to the
       provisions of, the Trust Indenture Act and this Indenture.  To
       the extent permitted by such Act, the Trustee shall not be
       deemed to have a conflicting interest by virtue of being a
       trustee under this Indenture with respect to Securities of more
       than one series.

       Section 609.  Corporate Trustee Required; Eligibility.
                     ---------------------------------------
                 There shall at all times be a Trustee hereunder,
       which may be Trustee hereunder for Securities of one or more
       other series.  Each Trustee 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 and has
       its Corporate Trust Office in the City of New York.  If any
       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 and
       to the extent permitted by the Trust Indenture Act, 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 with respect to the Securities of any series 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.    ---------------------------------------
       ---------
                 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.

                 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.  If the instrument of acceptance by a
       successor Trustee required by Section 611 shall not have been
       delivered to the Trustee within 30 days after the giving of
       such notice of resignation, the resigning Trustee may petition
       any court of competent jurisdiction for the appointment of a
       successor Trustee with respect to the Securities of such
       series.





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                 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.

                 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,

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

                 If the Trustee shall resign, be removed or become
       incapable of acting, or if a vacancy shall occur in the office
       of 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 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



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       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.

                 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 to all Holders of
       Securities of such series in the manner provided in
       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.
                     --------------------------------------
                 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.

                 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



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<PAGE>

       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 each such Trustee shall be trustee of a
       trust or trusts hereunder separate and apart from any trust or
       trusts hereunder administered by any other such Trustee; and
       upon the execution and delivery of such supplemental indenture
       the resignation or removal of the retiring Trustee shall become
       effective to the extent provided therein and each such
       successor Trustee, without any further act, deed or conveyance,
       shall become vested with all the rights, powers, trusts and
       duties of the retiring Trustee with respect to the Securities
       of that or those series to which the appointment of such
       successor Trustee relates; but, on request of the Company or
       any successor Trustee, such retiring Trustee shall duly assign,
       transfer and deliver to such successor Trustee all property and
       money held by such retiring Trustee hereunder with respect to
       the Securities of that or those series to which the appointment
       of such successor Trustee relates.

                 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 the
       first or second preceding paragraph, as the case may be.

                 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.  No trustee
       hereunder shall be liable for the acts or omissions of any
       successor Trustee.

       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



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       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), 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 and 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 organized and doing
       business under the laws of the United States of America, any
       State thereof or the District of Columbia, authorized under
       such laws to act as Authenticating Agent, having a combined
       capital and surplus of not less than $50,000,000 and subject to
       supervision or examination by Federal or State authority.  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



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<PAGE>

       consolidated, or any corporation resulting from any merger,
       conversion or consolidation to which such Authenticating Agent
       shall be a party, or any corporation succeeding to the
       corporate agency or corporate trust business of an
       Authenticating Agent, shall continue to be an Authenticating
       Agent, provided such corporation shall be otherwise eligible
       under this Section, without the execution or filing of any
       paper or any further act on the part of the Trustee or the
       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 give notice of
       such appointment by first-class mail, postage prepaid, to all
       Holders of Securities of the series with respect to which such
       Authenticating Agent will serve.  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 Trustee agrees to pay to each Authenticating
       Agent from time to time reasonable compensation for its
       services under this Section, and the Trustee shall be entitled
       to be reimbursed for such payments, in accordance with the
       provisions of Section 607.

                 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:














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                                    Page 64 of 96                  
<PAGE>

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

                                THE CHASE MANHATTAN BANK (NATIONAL
                                ASSOCIATION), as Trustee



                                By ___________________________________
                                   As Authenticating Agent

                                By ___________________________________
                                   Authorized Officer


                                ARTICLE SEVEN
              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 . . . . . . and
            . . . . . . in each year, a list in such form as the
            Trustee may reasonably require, of the names and addresses
            of the Holders of Securities of each series as of the
            preceding . . . . . . or . . . . . . as the case may be;
            and

                 (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;

       excluding from any such list names and addresses received by
       the Trustee in its capacity as Security Registrar.

       Section 702.  Preservation of Information; Communications to
       Holders.      ----------------------------------------------
       -------
                 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.



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                 The rights of 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.

                 Every Holder of Securities, 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 any disclosure of
       information as to names and addresses of Holders made pursuant
       to the Trust Indenture Act.

       Section 703.  Reports by Trustee.
                     ------------------
                 The Trustee shall transmit to Holder such reports
       concerning the Trustee and its actions under this Indenture as
       may be required pursuant to the Trust Indenture Act at the
       times and in the manner provided pursuant thereto.

                 Reports so required to be transmitted at stated
       intervals of not more than 12 months shall be transmitted no
       later than the ___ day in each calendar year, commencing in
       ______________.

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

       Section 704.  Reports by Company.
                     ------------------
                 The Company shall file with the Trustee and the
       Commission, and transmit to Holders, such information,
       documents and other 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
       Exchange Act shall be filed with the Trustee within 15 days
       after the same is so required to be filed with the Commission.












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                                ARTICLE EIGHT
             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 Person or convey, transfer or lease its properties
       and assets substantially as an entirety to any Person, and the
       Company shall not permit any Person to consolidate with or
       merge into the Company or convey, transfer or lease its
       properties and assets substantially as an entirety to the
       Company, unless:

                 (1)  in case the Company shall consolidate with or
            merge into another Person or convey, transfer or lease its
            properties and assets substantially as an entirety to any
            Person, the Person 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, partnership or trust, shall be
            organized and validly 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 satisfactory to the Trustee, the due
            and punctual payment of the principal of and any premium
            and interest on all the Securities and the performance or
            observance of every covenant of this Indenture on the part
            of the Company to be performed or observed;

                 (2)  immediately after giving effect to such
            transaction and treating any indebtedness which becomes an
            obligation of the Company or any Subsidiary as a result of
            such transaction as having been incurred by the Company or
            such Subsidiary at the time of 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)  the Company has delivered to the Trustee an
            Officers' Certificate and an Opinion of Counsel, each
            stating that such consolidation, merger, conveyance,
            transfer or lease and, if a supplemental indenture is
            required in connection with such transaction, such
            supplemental indenture comply with this Article and that
            all conditions precedent herein provided for relating to
            such transaction have been complied with.






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       Section 802.  Successor Substituted.
                     ---------------------
                 Upon any consolidation of the Company with, or merger
       of the Company into, any other Person 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 Person 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 Person had
       been named as the Company herein, and thereafter, except in the
       case of a lease, the predecessor Person shall be relieved of
       all obligations and covenants under this Indenture and the
       Securities.


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

                 (1)  to evidence the succession of another Person 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 for the
            benefit of the Holders of all or any series of Securities
            (and if such additional Events of Default are to be for
            the benefit of less than all series of Securities, stating
            that such additional Events of Default are expressly being
            included solely for the benefit of such series);

                 (4)  to add to or change any of the provisions of
            this Indenture to such extent as shall be necessary to
            permit or facilitate the issuance of Securities in bearer
            form, registrable or not registrable as to principal, and



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            with or without interest coupons, or to permit or
            facilitate the issuance of Securities in uncertificated
            form;

                 (5)  to add to, change or eliminate any of the
            provisions of this Indenture in respect to one or more
            series of Securities, provided that any such addition,
            change or elimination (A) shall neither (i) apply to any
            Security or series created prior to the execution of such
            supplemental indenture and entitled to the benefit of such
            provision nor (ii) modify the rights of the Holder of any
            such Security with respect to such provision or (B) shall
            become effective only when there is no such Security
            Outstanding;

                 (6)  to secure the Securities;

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

                 (8)  to evidence and provide for the acceptance of
            appointment hereunder by a successor Trustee with respect
            to the Securities of one or more series and to add to or
            change any of the provisions of this Indenture as shall be
            necessary to provide for or facilitate the administration
            of the trusts hereunder by more than one Trustee, pursuant
            to the requirements of Section 611;

                 (9)  subject to Section 907, to add to, change or
            eliminate any of the provisions of Article Fourteen or
            change the definition of "Senior Indebtedness" in respect
            of one or more series of Securities, including Outstanding
            Securities, provided that any such addition, change or
            elimination shall not adversely affect the interests of
            the Holders of Outstanding Securities of any series in any
            material respect;

                 (10) 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 that such action
            pursuant to this Clause (10) shall not adversely affect
            the interests of the Holders of Securities of any series
            in any material respect; or

                 (11) to make provisions with respect to the
            conversion rights of Holders, including providing for the
            conversion of the Securities into any security or
            securities of the Company.





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       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
       each series affected by such supplemental indenture, by act of
       said Holders delivered to the Company and the Trustee, the
       Company, when authorized by 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 installment of principal of or interest on, any
            Security, or reduce the principal amount thereof or the
            rate of interest thereon (including any change in the
            index, indices or formula pursuant to which such rate is
            determined that would reduce such rate for any period) or
            any premium payable upon the redemption thereof, or reduce
            the amount of the principal of an Original Issue Discount
            Security or any other Security which 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 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) or modify the provisions of this Indenture with
            respect to the subordination of the Securities in a manner
            adverse to the Holders, or

                 (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, or

                 (3)  modify any of the provisions of this Section,
            Section 513 or Section 1008, except to increase any such
            percentage 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"



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            and concomitant changes in this Section and Section 1008,
            or the deletion of this proviso, in accordance with the
            requirements of Sections 611 and 901(8).

       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, 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 or immunities 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



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       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.

       Section 907.  Subordination Unimpaired.
                     ------------------------
                 No provision in any supplemental indenture that
       affects the superior position of the holders of Senior
       Indebtedness shall be effective against holders of Senior
       Indebtedness.


                                 ARTICLE TEN
                                  COVENANTS
                                  ---------
       Section 1001.  Payment of Principal, Premium and Interest.
                      ------------------------------------------
                 The Company covenants and agrees for the benefit of
       each series of Securities that it will duly and punctually pay
       the principal of and any premium and interest on the Securities
       of that series in accordance with the terms of the Securities
       and this Indenture.

       Section 1002.  Maintenance of Office or Agency.
                      -------------------------------
                 The Company will maintain in each Place of Payment
       for any series of Securities an office or agency where
       Securities of that series may be presented or surrendered for
       payment, where Securities of that series may be surrendered for
       registration of transfer or exchange and where notices and
       demands to or upon the Company in respect of the Securities of
       that series and this Indenture may be served.  The Company will
       give prompt written notice to the Trustee of the location, and
       any change in the location, of such office or agency.  If at
       any time the Company shall fail to maintain any such required
       office or agency or shall fail to furnish the Trustee with the
       address thereof, such presentations, surrenders, notices and
       demands may be made or served at the Corporate Trust Office of
       the Trustee, and the Company hereby appoints the Trustee as its
       agent to receive all such presentations, surrenders, notices
       and demands.

                 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



                                       -64-


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       rescission shall in any manner relieve the Company of its
       obligation to maintain an office or agency in each Place of
       Payment for Securities of any series for such purposes.  The
       Company will give prompt written notice to the Trustee of any
       such designation or rescission and of any change in the
       location of any such other office or agency.

       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 or any premium
       or interest on any of the Securities of that series, segregate
       and hold in trust for the benefit of the Persons entitled
       thereto a sum sufficient to pay the principal and any premium
       and interest 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
       Agent for any series of Securities, it will, prior to each due
       date of the principal of or any premium or interest on any
       Securities of that series, deposit with a Paying Agent a sum
       sufficient to pay such amount, 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, 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.

                 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



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

       Section 1004.  Statement by Officers as to Default.
                      -----------------------------------
                 The Company will deliver to the Trustee, within
       120 days after the end of each fiscal year of the Company
       ending after the date hereof, an Officers' Certificate stating
       that a review of the activities of the Company and its
       subsidiaries during the preceding fiscal year has been made
       under the supervision of such officers with a view to
       determining whether the Company has kept, performed, fulfilled
       and observed its obligations under this Indenture and stating
       as to each such officer signing such Officers' Certificate
       that, to the best of such officers' knowledge, the Company has
       kept, observed, performed and fulfilled each and every covenant
       contained in this Indenture and is not 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 is in default, specifying all such defaults and the
       nature and status thereof of which such officer may have
       knowledge.

                 The Company will, so long as any of the Securities
       are outstanding, deliver to the Trustee forthwith upon becoming
       aware of (i) an Event of Default or default in the performance
       of a covenant or agreement or condition contained in this
       Indenture or (ii) any default or Event of Default of the type



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       provided for herein specifying such default or Event of
       Default, notice of such default or Event of Default.

       Section 1005.  Existence.
                      ---------
                 Subject to Article Eight, the Company will do or
       cause to be done all things necessary to preserve and keep in
       full force and effect its existence, rights (charter and
       statutory) and franchises and the existence, rights (charter
       and statutory) and franchises of its subsidiaries; provided,
       however, that the Company shall not be required to preserve any
       such right or franchise if the Board of Directors shall
       determine that the preservation thereof is no longer desirable
       in the conduct of the business of the Company and that the loss
       thereof is not disadvantageous in any material respect to the
       Holders.

       Section 1006.  Maintenance of Properties.
                      -------------------------
                 The Company will cause all properties used or useful
       in the conduct of its business or the business of any
       Subsidiary to be maintained and kept in good condition, repair
       and working order and supplied with all necessary equipment and
       will cause to be made all necessary repairs, renewals,
       replacements, betterments and improvements thereof, all as in
       the judgment of the Company may be necessary so that the
       business carried on in connection therewith may be properly and
       advantageously conducted at all times; provided, however, that
       nothing in this Section shall prevent the Company from
       discontinuing the operation or maintenance of any of such
       properties if such discontinuance is, in the judgement of the
       Company, desirable in the conduct of its business or the
       business of any Subsidiary and not disadvantageous in any
       material respect to the Holders.

       Section 1007.  Payment of Taxes and Other Claims.
                      ---------------------------------
                 The Company will pay or discharge or cause to be paid
       or discharged, before the same shall become delinquent, (1) all
       taxes, assessments and governmental charges levied or imposed
       upon the Company or any Subsidiary or upon the income, profits
       or property of the Company or any Subsidiary, and (2) all
       lawful claims for labor, materials and supplies which, if
       unpaid, might by law become a lien upon the property of the
       Company or any Subsidiary; provided, however, that the Company
       shall not be required to pay or discharge or cause to be paid
       or discharged any such tax, assessment, charge or claim whose
       amount, applicability or validity is being contested in good
       faith by appropriate proceedings.






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       Section 1008.  Waiver of Certain Covenants.
                      ---------------------------
                 Except as otherwise specified as contemplated by
       Section 301 for Securities of such series, the Company may,
       with respect to the Securities of any series, omit in any
       particular instance to comply with any term, provision or
       condition set forth in any covenant provided pursuant to
       Section 301(19), 901(2) or 901(7) for the benefit of the
       Holders of such series, if before the time for such compliance
       the Holders of at least a majority in principal amount of the
       Outstanding Securities of such series shall, by act of such
       Holders, either waive such compliance in such instance or
       generally waive compliance with such term, provision or
       condition, but no such waiver shall extend to or affect such
       term, provision or condition except to the extent so expressly
       waived, and, until such waiver shall become effective, the
       obligations of the Company and the duties of the Trustee in
       respect of any such term, provision or condition shall remain
       in full force and effect.


                                ARTICLE ELEVEN
                           REDEMPTION OF SECURITIES
                           ------------------------
       Section 1101.  Applicability of Article.
                      ------------------------
                 Securities 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 such Securities) in accordance with this
       Article.

       Section 1102.  Election to Redeem; Notice to Trustee.
                      -------------------------------------
                 The election of the Company to redeem any Securities
       shall be evidenced by a Board Resolution or in another manner
       specified as contemplated by Section 301 for such Securities. 
       In case of any redemption at the election of the Company of
       less than all the Securities of any series (including any such
       redemption affecting only a single Security), 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 in writing of such Redemption
       Date, of the principal amount of Securities of such series to
       be redeemed and, if applicable, of the tenor of the Securities
       to be redeemed.  In the case of any redemption of Securities
       prior to the expiration of any restriction on such redemption
       provided in the terms of such Securities or elsewhere in this
       Indenture, the Company shall furnish the Trustee with an
       Officers' Certificate evidencing compliance with such
       restriction.




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       Section 1103.  Selection by Trustee of Securities to Be
       Redeemed.      ----------------------------------------
       --------
                 If less than all the Securities of any series are to
       be redeemed (unless all the Securities of such series and of a
       specified tenor are to be redeemed or unless such redemption
       affects only a single Security), the particular Securities to
       be redeemed shall be selected not more than 60 days prior to
       the Redemption Date by the Trustee, from the Outstanding
       Securities 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 a
       portion of the principal amount of any Security of such series,
       provided that the unredeemed portion of the principal amount of
       any Security shall be in an authorized denomination (which
       shall not be less than the minimum authorized denomination) for
       such Security.  If less than all the Securities of such series
       and of a specified tenor are to be redeemed (unless such
       redemption affects only a single Security), the particular
       Securities to be redeemed shall be selected not more than
       60 days prior to the Redemption Date by the Trustee, from the
       Outstanding Securities of such series and specified tenor not
       previously called for redemption in accordance with the
       preceding sentence.

                 The Trustee shall promptly notify the Company in
       writing of the Securities selected for redemption as aforesaid
       and, in case of any Securities selected for partial redemption
       as aforesaid, the principal amount thereof to be redeemed.

                 The provisions of the two preceding paragraphs shall
       not apply with respect to any redemption affecting only a
       single Security, whether such Security is to be redeemed in
       whole or in part.  In the case of any such redemption in part,
       the unredeemed portion of the principal amount of the Security
       shall be in an authorized denomination (which shall not be less
       than the minimum authorized denomination) for such Security.

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

       Section 1104.  Notice of Redemption.
                      --------------------
                 Notice of redemption shall be given by first-class
       mail, postage prepaid, mailed not less than 30 nor more than
       60 days prior to the Redemption Date, to each Holder of
       Securities to be redeemed, at his address appearing in the
       Security Register.



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                 All notices of redemption shall state:

                 (1)  the Redemption Date,

                 (2)  the Redemption Price,

                 (3)  if less than all the Outstanding Securities of
            any series consisting of more than a single Security are
            to be redeemed, the identification (and, in the case of
            partial redemption of any such Securities, the principal
            amounts) of the particular Securities to be redeemed and,
            if less than all the Outstanding Securities of any series
            consisting of a single Security are to be redeemed, the
            principal amount of the particular Security to be
            redeemed,

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

                 (5)  the place or places where each such Security is
            to be surrendered for payment of the Redemption Price, and

                 (6)  that the redemption is for a sinking fund, if
            such is the case.

                 Notice of redemption of Securities 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.
                      ---------------------------
                 Prior to 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 which are to be redeemed on
       that date.

       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) such Securities shall cease to bear interest. 



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       Upon surrender of any such Security for redemption in
       accordance with said notice, such Security shall be paid by the
       Company at the Redemption Price, together with accrued interest
       to the Redemption Date; provided, however, that, unless
       otherwise specified as contemplated by Section 301,
       installments of interest whose Stated Maturity is on or prior
       to the Redemption Date will 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 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.

       Section 1107.  Securities Redeemed in Part.
                      ---------------------------
                 Any Security 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 without service charge, a new Security
       or Securities of the same series and of 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 so
       surrendered.


                                ARTICLE TWELVE
                                SINKING FUNDS
                                -------------
       Section 1201.  Applicability of Article.
                      ------------------------
                 The provisions of this Article shall be applicable to
       any sinking fund for the retirement of Securities of any series
       except as otherwise specified as contemplated by Section 301
       for such Securities.

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



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       payment shall be applied to the redemption of Securities as
       provided for by the terms of such Securities.

       Section 1202.  Satisfaction of Sinking Fund Payments with
       Securities.    ------------------------------------------
       ----------
                 The Company (1) may deliver Outstanding Securities of
       a series (other than any previously called for redemption) and
       (2) may apply as a credit Securities of a series which have
       been redeemed either at the election of the Company pursuant to
       the terms of such Securities or through the application of
       permitted optional sinking fund payments pursuant to the terms
       of such Securities, in each case in satisfaction of all or any
       part of any sinking fund payment with respect to any Securities
       of such series required to be made pursuant to the terms of
       such Securities as and to the extent provided for by the terms
       of such Securities; provided that the Securities to be so
       credited have not been previously so credited.  The Securities
       to be so credited shall be received and credited for such
       purpose by the Trustee at the Redemption Price, as specified in
       the Securities so to be redeemed, 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 . . . . . . days prior to each sinking
       fund payment date for any Securities, the Company will deliver
       to the Trustee an Officers' Certificate specifying the amount
       of the next ensuing sinking fund payment for such Securities
       pursuant to the terms of such Securities, 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 pursuant to Section 1202 and will also
       deliver to the Trustee any Securities to be so delivered.  Not
       less than . . . . . . days prior to each such sinking fund
       payment date, the Trustee shall select the Securities to be
       redeemed upon such sinking fund payment date in the manner
       specified in Section 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 shall
       be made upon the terms and in the manner stated in
       Sections 1106 and 1107.











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                               ARTICLE THIRTEEN
                      DEFEASANCE AND COVENANT DEFEASANCE
                      ----------------------------------
       Section 1301.  Applicability of Article; Company's Option to
       Effect Defeasance or Covenant Defeasance.
       ------------------------------------------------------------
                 Unless otherwise provided pursuant to Section 301,
       this Article Thirteen shall be applicable to the Securities of
       such series, and the Company may at its option by Board
       Resolution, at any time, with respect to the Securities of such
       series, elect to have either Section 1302 (if applicable) or
       Section 1303 (if applicable) be applied to the Outstanding
       Securities of such series upon compliance with the conditions
       set forth below in this Article Thirteen.

       Section 1302.  Defeasance and Discharge.
                      ------------------------
                 Upon the Company's exercise of its option (if any) to
       have this Section applied to any Securities or any series of
       Securities, as the case may be, the Company shall be deemed to
       have been discharged from its obligations, and the provisions
       of Article Fourteen shall cease to be effective, with respect
       to such Securities as provided in this Section on and after the
       date the conditions set forth in Section 1304 are satisfied
       (hereinafter called "Defeasance").  For this purpose, such
       Defeasance means that the Company shall be deemed to have paid
       and discharged the entire indebtedness represented by such
       Securities and to have satisfied all its other obligations
       under such Securities and this Indenture insofar as such
       Securities are concerned (and the Trustee, at the expense of
       the Company, shall execute proper instruments acknowledging the
       same), subject to the following which shall survive until
       otherwise terminated or discharged hereunder; (1) the rights of
       Holders of such Securities to receive, solely from the trust
       fund described in Section 1304 and as more fully set forth in
       such Section, payments in respect of the principal of and any
       premium and interest on such Securities when payments are due,
       (2) the Company's obligations with respect to such Securities
       under Sections 304, 305, 306, 1002 and 1003, (3) the rights,
       powers, trusts, duties and immunities of the Trustee hereunder,
       and (4) this Article.  Subject to compliance with this Article,
       the Company may exercise its option (if any) to have this
       Section applied to any Securities notwithstanding the prior
       exercise of its option (if any) to have Section 1303 applied to
       such Securities.

       Section 1303.  Covenant Defeasance.
                      -------------------
                 Upon the Company's exercise of its option (if any) to
       have this Section applied to any Securities or any series of
       Securities, as the case may be, (1) the Company shall be
       released from its obligations under Sections 1006 and 1007 (and



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       any other Sections or covenants applicable to such Securities
       that are determined pursuant to Section 301 to be subject to
       this provision), and any covenants provided pursuant to
       Section 301(19), 901(2) or 901(7) for the benefit of the
       Holders of such Securities, (2) the occurrence of any event
       specified in Section 501(4) (with respect to Sections 1006
       and 1007 (and any other Sections or covenants applicable to
       such Securities that are determined pursuant to Section 301 to
       be subject to this provision), and any such Covenants provided
       pursuant to Sections 301(19), 901(2) or 901(7) and 501(7) shall
       be deemed not to be or result in an Event of Default and
       (3) the provisions of Article Fourteen shall cease to be
       effective, in each case with respect to such Securities as
       provided in this Section on and after the date the conditions
       set forth in Section 1304 are satisfied (hereinafter called
       "Covenant Defeasance").  For this purpose, such Covenant
       Defeasance means that, with respect to such Securities, the
       Company may omit to comply with and shall have no liability in
       respect of any term, condition or limitation set forth in any
       such specified Section (to the extent so specified in the case
       of Section 501(4) or Article Fourteen, whether directly or
       indirectly by reason of any reference elsewhere herein to any
       such Section or Article or by reason of any reference in any
       such Section or Article to any other provision herein or in any
       other document, but the remainder of this Indenture and such
       Securities shall be unaffected thereby.

       Section 1304.  Conditions to Defeasance or Covenant Defeasance.
                      -----------------------------------------------
                 The following shall be the conditions to the
       application of Section 1302 or Section 1303 to any Securities
       or any series of Securities, as the case may be:

                 (1)  The Company shall irrevocably have deposited or
            caused to be deposited with the Trustee (or another
            trustee which satisfies the requirements contemplated by
            Section 609 and agrees to comply with the provisions of
            this Article applicable to it) as trust funds in trust for
            the purpose of making the following payments, specifically
            pledged as security for, and dedicated solely to, the
            benefit of the Holders of such Securities, (A) in the case
            of Securities of such series denominated in U.S. dollars,
            (i) money in an amount, (ii) U.S. Government Obligations
            that through the scheduled payment of principal and
            interest in respect thereof in accordance with their terms
            will provide, not later than one day before the due date
            of any payment, money in an amount, or (iii) a combination
            thereof, in each case sufficient, in the opinion of a
            nationally recognized firm of independent public
            accountants expressed in a written certification thereof
            delivered to the Trustee, to pay and discharge, and which
            shall be applied by the Trustee (or any such other



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            qualifying trustee) to pay and discharge, the principal of
            and any premium and interest on such Securities on the
            respective Stated Maturities, in accordance with the terms
            of this Indenture and such Securities.  As used herein,
            "U.S. Government Obligation" means (x) any security that
            is (i) a direct obligation of the United States of America
            for the payment of which the full faith and credit of the
            United States of America is pledged or (ii) an obligation
            of a Person controlled or supervised by and acting as an
            agency or instrumentality of the United States of America
            the payment of which is unconditionally guaranteed as a
            full faith and credit obligation by the United States of
            America, which, in either case (i) or (ii), is not
            callable or redeemable at the option of the issuer
            thereof, and (y) any depositary receipt issued by a bank
            (as defined in Section 3(a)(2) of the Securities Act) as
            custodian with respect to any U.S. Government Obligation
            which is specified in Clause (x) above and held by such
            bank for the account of the holder of such depositary
            receipt, or with respect to any specific payment of
            principal of or interest on any U.S. Government Obligation
            which is so specified and held, provided that (except as
            required by law) such custodian is not authorized to make
            any deduction from the amount payable to the holder of
            such depositary receipt from any amount received by the
            custodian in respect of the U.S. Government Obligation or
            the specific payment of principal or interest evidenced by
            such depositary receipt or (B) in the case of Securities
            of such series denominated in a currency other than the
            U.S. dollar, (i) money in such currency in an amount, or
            (ii) Foreign Government Obligations that through the
            scheduled payment of principal and interest in respect
            thereof in accordance with their terms will provide, not
            later than one day before the due date of any payment,
            money in such currency in an amount, or (iii) a
            combination thereof, in each case sufficient, in the
            opinion of a nationally recognized firm of independent
            public accountants expressed in a written certification
            thereof delivered to the Trustee, to pay and discharge,
            and which shall be applied by the Trustee (or any such
            other qualifying trustee) to pay and discharge, the
            principal of and any premium and interest on the
            Securities of such series on the respective Stated
            Maturities, in accordance with the terms of this Indenture
            and the Securities of such series.  As used herein,
            "Foreign Government Obligation" means (x) any security
            that is (i) a direct obligation of the government that
            issued such currency for the payment of which full faith
            and credit of such government is pledged or (ii) an
            obligation of a Person controlled or supervised by and
            acting as an agency or instrumentality for such government
            the payment of which is unconditionally guaranteed as a



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            full faith and credit obligation by such government,
            which, in either case (i) or (ii), is not callable or
            redeemable at the option of the issuer thereof, and
            (y) any depositary receipt issued by a bank (as defined in
            Section 3(a)(2) of the Securities Act) as custodian with
            respect to any Foreign Government Obligation which is
            specified in Clause (x) and held by such bank for the
            account of the holder of such depositary receipt, or with
            respect to any specific payment of principal of or
            interest on any such Foreign Government Obligation which
            is so specified and held, provided that (except as
            required by law) such custodian is not authorized to make
            any deduction from the amount payable to the holder of
            such depositary receipt from any amount received by the
            custodian in respect of the Foreign Government Obligation
            or the specific payment of principal or interest evidenced
            by such depositary receipt.

                 (2)  In the event of an election to have Section 1302
            apply to any Securities or any series of Securities, as
            the case may be, the Company shall have delivered to the
            Trustee an Opinion of Counsel stating that (A) the Company
            has received from, or there has been published by, the
            Internal Revenue Service a ruling or (B) since the date of
            this instrument, there has been a change in the applicable
            Federal income tax law, in either case (A) or (B) to the
            effect that, and based thereon such opinion shall confirm
            that, the Holders of such Securities will not recognize
            gain or loss for Federal income tax purposes as a result
            of the deposit, Defeasance and discharge to be effected
            with respect to such Securities and will be subject to
            Federal income tax on the same amount, in the same manner
            and at the same times as would be the case if such
            deposit, Defeasance and discharge were not to occur.

                 (3)  In the event of an election to have Section 1303
            apply to any Securities or any series of Securities, as
            the case may be, the Company shall have delivered to the
            Trustee an Opinion of Counsel to the effect that the
            Holders of such Securities will not recognize gain or loss
            for Federal income tax purposes as a result of the deposit
            and Covenant Defeasance to be effected with respect to
            such Securities and will be subject to Federal income tax
            on the same amount, in the same manner and at the same
            times as would be the case if such deposit and Covenant
            Defeasance were not to occur.

                 (4)  The Company shall have delivered to the Trustee
            an Officer's Certificate to the effect that neither such
            Securities nor any other Securities of the same series, if
            then listed on any securities exchange, will be delisted
            as a result of such deposit.



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                 (5)  No event which is, or after notice or lapse of
            time or both would become, an Event of Default with
            respect to such Securities or any other Securities shall
            have occurred and be continuing at the time of such
            deposit or, with regard to any such event specified in
            Sections 501(5) and (6), at any time on or prior to the
            90th day after the date of such deposit (it being
            understood that this condition shall not be deemed
            satisfied until after such 90th day).

                 (6)  Such Defeasance or Covenant Defeasance shall not
            cause the Trustee to have a conflicting interest within
            the meaning of the Trust Indenture Act (assuming all
            Securities are in default within the meaning of such Act).

                 (7)  Such Defeasance or Covenant of Defeasance shall
            not result in a breach or violation of, or constitute a
            default under, any other agreement or instrument to which
            the Company is a party or by which it is bound.

                 (8)  Such Defeasance or Covenant of Defeasance shall
            not result in the trust arising from such deposit
            constituting an investment company within the meaning of
            the Investment Company Act unless such trust shall be
            registered under such Act or exempt from registration
            thereunder.

                 (9)  At the time of such deposit, (A) no default in
            the payment of any principal of or premium or interest on
            any Senior Indebtedness shall have occurred and be
            continuing, (B) no event of default with respect to any
            Senior Indebtedness shall have resulted in such Senior
            Indebtedness becoming, and continuing to be, due and
            payable prior to the date on which it would otherwise have
            become due and payable (unless payment of such Senior
            Indebtedness has been made or duly provided for ),
            and (C) no other event of default with respect to any
            Senior Indebtedness shall have occurred and be continuing
            permitting (after notice or lapse of time or both) the
            holders of such Senior Indebtedness (or a trustee on
            behalf of such holders) to declare such Senior
            Indebtedness due and payable prior to the date on which it
            would otherwise have become due and payable.

                 (10) The Company shall have delivered to the Trustee
            an Officers' Certificate and an Opinion of Counsel, each
            stating that all conditions precedent with respect to such
            Defeasance or Covenant of Defeasance have been complied
            with.





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       Section 1305.  Deposited Money and U.S. Government Obligations
       to Be Held in Trust; Miscellaneous Provisions.
       --------------------------------------------------------------
                 Subject to the provisions of the last paragraph of
       Section 1003, all money and U.S. Government Obligations or
       Foreign Government Obligations (including the proceeds thereof)
       deposited with the Trustee or other qualifying trustee (solely
       for purposes of this Section and Section 1306, the Trustee and
       any such other trustee are referred to collectively as the
       "Trustee") pursuant to Section 1304 in respect of any
       Securities shall be held in trust and applied by the Trustee,
       in accordance with the provisions of such Securities and this
       Indenture, to the payment, either directly or through any such
       Paying Agent (including the Company acting as its own Paying
       Agent) as the Trustee may determine, to the Holders of such
       Securities, of all sums due and to become due thereon in
       respect of principal and any premium and interest, but money so
       held in trust need not be segregated from other funds except to
       the extent required by law.  Money, U.S. Government Obligations
       and Foreign Government Obligations so held in trust shall not
       be subject to the provisions of Article Fourteen.

                 The Company shall pay and indemnify the Trustee
       against any tax, fee or other charge imposed on or assessed
       against the U.S. Government Obligations or Foreign Government
       Obligations deposited pursuant to Section 1304 or the principal
       and interest received in respect thereof other than any such
       tax, fee or other charge which by law is for the account of the
       Holders of Outstanding Securities.

                 Anything in this Article to the contrary
       notwithstanding, the Trustee shall deliver or pay to the
       Company from time to time upon Company Request any money or
       U.S. Government Obligations held by it as provided in
       Section 1304 with respect to any Securities that, in the
       opinion of a nationally recognized firm of independent public
       accountants expressed in a written certification thereof
       delivered to the Trustee, are in excess of an amount thereof
       which would then be required to be deposited to effect the
       Defeasance or Covenant Defeasance, as the case may be, with
       respect to such Securities.

       Section 1306.  Reinstatement.
                      -------------
                 If the Trustee or the Paying Agent is unable to apply
       any money in accordance with this Article with respect to any
       Securities by reason of any order or judgment of any court or
       governmental authority enjoining, restraining or otherwise
       prohibiting such application, then the obligations under this
       Indenture and such Securities from which the Company has been
       discharged or released pursuant to Section 1302 or 1303 shall
       be revived and reinstated as though no deposit had occurred



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       pursuant to this Article with respect to such Securities, until
       such time as the Trustee or Paying Agent is permitted to apply
       all money held in trust pursuant to Section 1305 with respect
       to such Securities in accordance with this Article; provided,
       however, that if the Company makes any payment of principal of
       or any premium or interest on any such Security following such
       reinstatement of its obligations, the Company shall be
       subrogated to the rights (if any) of the Holders of such
       Securities to receive such payment from the money so held in
       trust.


                               ARTICLE FOURTEEN
                         SUBORDINATION OF SECURITIES
                         ---------------------------
       Section 1401.  Debt Securities Subordinate to Senior
       Indebtedness.  -------------------------------------
       ------------
                 The Company covenants and agrees that anything in
       this Indenture or the Securities of any series to the contrary
       notwithstanding, the indebtedness evidenced by the Securities
       of each series and any coupons appurtenant thereto is
       subordinate and junior in right to payment to all Senior
       Indebtedness to the extent provided herein, and each Holder of
       Securities of each series and coupons appurtenant thereto, by
       such Holder's acceptance thereof, likewise covenants and agrees
       to the subordination herein provided and shall be bound by the
       provisions hereof.  Senior Indebtedness shall continue to be
       Senior Indebtedness and entitled to the benefits of these
       subordination provisions irrespective of any amendment,
       modification or waiver of any term of the Senior Indebtedness
       or extension or renewal of the Senior Indebtedness.
          
                 In the event that the Company shall default in the
       payment of any principal of (or premium, if any) or interest on
       any Senior Indebtedness (or any fee, indemnity or other amount
       comprising Senior Indebtedness) when the same become due and
       payable, whether at maturity or at a date fixed for prepayment
       or by declaration of acceleration or otherwise, then, unless
       and until such default shall have been cured or waived or shall
       have ceased to exist, no direct or indirect payment (in cash,
       property, securities, by set-off or otherwise) shall be made or
       agreed to be made on account of the principal of (or premium,
       if any) or interest on any of the Securities, or in respect of
       any redemption, repayment, retirement, Defeasance, purchase or
       other acquisition of any of the Securities; PROVIDED that this
       paragraph shall not be binding on the Trustee with respect to
       any funds held by the Trustee prior to its receipt of written
       notice of such payment default from any Holder of Senior
       Indebtedness (or any agent or trustee therefor).





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                 Other than as provided in the immediately preceding
       paragraph, upon the occurrence and continuation of an event of
       default under Designated Senior Indebtedness pursuant to which
       the maturity thereof may be accelerated (a "Non-payment
       Default") and after the receipt by the Trustee and the Company
       from the Bank Agent or other representative or holder of the
       Designated Senior Indebtedness of written notice of such Non-
       payment Default, no payment or distribution of any assets of
       the Company of any kind or character may be made by the Company
       on account of the principal of, premium, if any, or interest
       on, the Securities or on account of the redemption, repayment,
       retirement, Defeasance, purchase or other acquisition of any of
       the Securities for the period specified below (the "Payment
       Blockage Period").

                 The Payment Blockage Period shall commence upon the
       receipt of notice of the Non-payment Default by the Trustee and
       the Company from the Bank Agent or other representative or
       holder of the Designated Senior Indebtedness and shall end on
       the earliest of (x) 179 days after receipt of such notice by
       the Trustee (provided the Designated Senior Indebtedness as to
       which notice was given shall not theretofore have been
       accelerated), (y) the date on which the Non-payment Default
       (with respect to which the Trustee and the Company have
       received notice) shall have been cured or waived or shall have
       ceased to exist or the Designated Senior Indebtedness related
       thereto shall have been discharged or paid in full or (z) the
       date such Payment Blockage Period shall have been terminated by
       written notice to the Company or the Trustee from the Bank
       Agent or other representative or holder of the Designated
       Senior Indebtedness that gave notice of a Non-payment Default
       at or after the initiation of such Payment Blockage Period,
       after which the Company shall resume making any and all
       required payments in respect of the Securities, including any
       missed payments.  In no event will a Payment Blockage Period
       extend beyond 179 days from the date of the receipt by the
       Trustee of the notice initiating the first such Payment
       Blockage Period (such 179-day period referred to as the
       "Initial Period").  During any 365-day consecutive period only
       one such period during which payment of principal of, premium,
       if any, or interest on, the Securities may not be made may
       commence and the duration of such period may not exceed 179
       days.  No Non-payment Default with respect to the Designated
       Senior Indebtedness which was known by the representative or
       holder giving such blockage notice to have existed or be
       continuing on the date of the commencement of any Payment
       Blockage Period will be, or can be, made the basis for the
       commencement of a second Payment Blockage Period (whether or
       not within a period of 365 consecutive days), unless such
       default has been cured or waived for a period of not less than
       90 consecutive days (it being understood that any breach of any
       financial covenant for the period commencing after the date of



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       commencement of such Payment Blockage Period which would give
       rise to a Non-payment Default pursuant to any provision under
       which a Non-payment Default previously existed or was
       continuing shall constitute a new Non-payment Default).

                 In the event that, notwithstanding the foregoing, any
       payment shall be received by the Trustee or any Holder when
       such payment is prohibited as provided above, the Trustee shall
       promptly notify the holders of Senior Indebtedness (or
       Designated Senior Indebtedness, as applicable) of such
       prohibited payment and such payment shall be held in trust for
       the benefit of, and shall be paid over or delivered to, the
       holders of Senior Indebtedness (or Designated Senior
       Indebtedness, as applicable) or their respective
       representatives, or to the trustee or trustees under any
       indenture pursuant to which any of such Senior Indebtedness (or
       Designated Senior Indebtedness, as applicable) may have been
       issued, as their respective interests may appear, but only to
       the extent that, upon notice from the Trustee to the holders of
       Senior Indebtedness (or Designated Senior Indebtedness, as
       applicable) that such prohibited payment has been made, the
       holders of the Senior Indebtedness (or Designated Senior
       Indebtedness, as applicable), or their representative or
       representatives or a trustee, within 30 days of receipt of such
       notice from the Trustee notify the Trustee of the amounts then
       due and owing on the Senior Indebtedness (or Designated Senior
       Indebtedness, as applicable), if any, and only the amounts
       specified in such notice to the Trustee shall be paid to the
       holders of Senior Indebtedness (or Designated Senior
       Indebtedness, as applicable) and any excess above such amounts
       due and owing on Senior Indebtedness (or Designated Senior
       Indebtedness, as applicable) shall be paid to the Company.
           
                 In the event of

                 (a)  any insolvency, bankruptcy, receivership,
       liquidation, reorganization, readjustment, composition or other
       similar proceeding relating to the Company, its creditors or
       its property,

                 (b)  any proceeding for the liquidation, dissolution,
       or other winding up of the Company, voluntary or involuntary,
       whether or not involving insolvency or bankruptcy proceedings,

                 (c)  any assignment by the Company for the benefit of
       creditors, or

                 (d)  any other marshalling of the assets of the
       Company,

       all Senior Indebtedness (including any interest thereon
       accruing after the commencement of any such proceedings) shall



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       first be paid in full before any payment or distribution,
       whether in cash, securities or other property, and shall be
       made to any Holder of any of the Securities or coupons
       appurtenant thereto on account thereof.  Any payment or
       distribution, whether in cash, securities or other property
       (other than securities of the Company or any other corporation
       provided for by a plan of reorganization or readjustment the
       payment of which is subordinate, at least to the extent
       provided in these subordination provisions with respect to the
       indebtedness evidenced by the Securities, to the payment of all
       Senior Indebtedness at the time outstanding and to any
       securities issued in respect thereof under any such plan of
       reorganization or readjustment), which would otherwise (but for
       these subordination provisions) be payable or deliverable in
       respect of the Securities of any series or coupons appurtenant
       thereto shall be paid or delivered directly to the Holders of
       Senior Indebtedness in accordance with the priorities then
       existing among such Holders until all Senior Indebtedness
       (including any interest thereon accruing after the commencement
       of any such proceedings) shall have been paid in full.  In the
       event of any such proceeding, after payment in full of all sums
       owing with respect to Senior Indebtedness, the Holders of the
       Securities and coupons appurtenant thereto, together with the
       Holders of any obligations of the Company ranking on a parity
       with the Securities, shall be entitled to be paid from the
       remaining assets of the Company the amounts at the time due and
       owing on account of unpaid principal of (and premium, if any)
       and interest on the Securities and such other obligations
       before any payment or other distribution, whether in cash,
       property or otherwise, shall be made on account of any capital
       stock or any obligations of the Company ranking junior to the
       Securities and such other obligations.

                 In the event that, notwithstanding the foregoing, any
       payment or distribution of any character or any security,
       whether in cash, securities or other property (other than
       securities of the Company or any other corporation provided for
       by a plan of reorganization or readjustment the payment of
       which is subordinate, at least to the extent provided in these
       subordination provisions with respect to the indebtedness
       evidenced by the Securities, to the payment of all Senior
       Indebtedness at the time outstanding with respect to the
       indebtedness evidenced by the Securities, to the payment of all
       Senior Indebtedness at the time outstanding and to any
       securities issued in respect thereof under any such plan of
       reorganization or readjustment), shall be received by the
       Trustee or any Holder in contravention of any of the terms
       hereof such payment or dissolution or security shall be
       received in trust for the benefit of, and shall be paid over or
       delivered and transferred to, the holders of the Senior
       Indebtedness at the time outstanding in accordance with the
       priorities then existing among such holders for application to



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       the payment of all Senior Indebtedness remaining unpaid, to the
       extent necessary to pay all such Senior Indebtedness in full. 
       In the event of the failure of the Trustee or any Holder to
       endorse or assign any such payment, distribution or security,
       each holder of Senior Indebtedness is hereby irrevocably
       authorized to endorse or assign the same.

                 No present or future holder of any Senior
       Indebtedness shall be prejudiced in the right to enforce
       subordination of the indebtedness evidenced by the Securities
       by any act or failure to act on the part of the Company. 
       Nothing contained herein shall impair, as between the Company
       and the Holders of Securities of each series the obligation of
       the Company to pay to such Holders the principal of (and
       premium, if any) and interest on such Securities and coupons
       appurtenant thereto or prevent the Trustee or the Holder from
       exercising all rights, powers and remedies otherwise permitted
       by applicable law or hereunder upon a default or Event of
       Default hereunder, all subject to the rights of the holders of
       the Senior Indebtedness to receive cash, securities or other
       property otherwise payable or deliverable to the Holders.

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

                 The Trustee and Holders will take such action
       (including without limitation, the delivery of this Indenture
       to an agent for the holders of Senior Indebtedness or consent
       to the filing of a financing statement with respect hereto) as
       may, in the opinion of counsel designated by the holders of a
       majority in principal amount of the Senior Indebtedness at the
       time outstanding, be necessary or appropriate to assure the
       effectiveness of the subordination effected by these
       provisions.




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                 The provisions of this Section 1401 shall not impair
       any rights, interests, remedies or powers of any secured
       creditor of the Company in respect of any security interest the
       creation of which is not prohibited by the provisions of this
       Indenture.

                 The securing of any obligations of the Company,
       otherwise ranking on a parity with the Securities or ranking
       junior to the Securities, shall not be deemed to prevent such
       obligations from constituting, respectively, obligations
       ranking on a parity with the Securities or ranking junior to
       the Securities.

       Section 1402.  Trustee And Holders Of Debt Securities May Rely
       On Certificate Of Liquidating Agent; Trustee May Require
       Further Evidence As To Ownership Of Senior Indebtedness;
       Trustee Not Fiduciary To Holders Of Senior Indebtedness.
       --------------------------------------------------------------
                 Upon any payment or distribution of assets of the
       Company referred to in this Article Fourteen, the Trustee and
       the Holders shall be entitled to rely upon an order or decree
       made by any court of competent jurisdiction in which such
       dissolution or winding up or liquidation or reorganization or
       arrangement proceedings are pending or upon a certificate of
       the trustee in bankruptcy, receiver, assignee for the benefit
       of creditors or other Person making such payment or
       distribution, delivered to the Trustee or to the Holders, for
       the purpose of ascertaining the persons entitled to participate
       in such distribution, the holders of the Senior Indebtedness
       and other indebtedness of the Company, the amount thereof or
       payable thereon, the amount or amounts paid or distributed
       thereon and all other facts pertinent thereto or to this
       Article Fourteen.  In the absence of any such bankruptcy
       trustee, receiver, assignee or other Person, the Trustee shall
       be entitled to rely upon a written notice by a Person
       representing himself or herself to be a holder of Senior
       Indebtedness (or a trustee or representative on behalf of such
       holder) as evidence that such Person is a holder of such Senior
       Indebtedness (or is such a trustee or 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 payments
       or distributions pursuant to this Article Fourteen, the Trustee
       may request such person to furnish evidence to the reasonable
       satisfaction of the Trustee as to the amount of Senior
       Indebtedness held by such Person, as to the extent to which
       such Person is entitled to participate in such payment or
       distribution, and as to other facts pertinent to the rights of
       such Person under this Article Fourteen, and if such evidence
       is not furnished, the Trustee may offer any payment to such
       Person pending judicial determination as to the right of such
       Person to receive payment.  The Trustee, however, shall not be



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       deemed to owe any fiduciary duty to the holders of Senior
       Indebtedness.

       Section 1403.  Payment Permitted If No Default.
                      -------------------------------
                 Nothing contained in this Article Fourteen or
       elsewhere in this Indenture, or in any of the Securities, shall
       prevent (a) the Company at any time, except during the pendency
       of any dissolution, winding up, liquidation or reorganization
       proceedings referred to in, or under the conditions described
       in Section 1401, from making payments of the principal of (or
       premium, if any) or interest on the Securities or (b) the
       application by the Trustee or any Paying Agent of any moneys
       deposited with it hereunder to payments of the principal of or
       interest on the Securities, if, at the time of such deposit,
       the Trustee or such Paying Agent, as the case may be, did not
       have the written notice provided for in Section 1404 of any
       event prohibiting the making of such deposit, or if, at the
       time of such deposit (whether or not in trust) by the Company
       with the Trustee or any Paying Agent (other than the Company)
       such payment would not have been prohibited by the provisions
       of this Article, and the Trustee or any Paying Agent shall not
       be affected by any notice to the contrary received by it on or
       after such date.

       Section 1404.  Trustee Not Charged With Knowledge Of
       Prohibition.   -------------------------------------
       -----------
                 Anything in this Article Fourteen or elsewhere in
       this Indenture contained to the contrary notwithstanding, the
       Trustee shall not at any time be charged with knowledge of the
       existence of any facts which would prohibit the making of any
       payment of money to or by the Trustee and shall be entitled
       conclusively to assume that no such facts exist and that no
       event specified in Section 1401 has happened, until the Trustee
       shall have received an Officers' Certificate to that effect or
       notice in writing to that effect signed by or on behalf of the
       holder or holders, or their representatives, of Senior
       Indebtedness who shall have been certified by the Company or
       otherwise established to the reasonable satisfaction of the
       Trustee to be such holder or holders or representatives or from
       any trustee under any indenture pursuant to which such Senior
       Indebtedness shall be outstanding.  The Company shall give
       prompt written notice to the Trustee and to the Paying Agent of
       any facts which would prohibit the payment of money to or by
       the Trustee or any Paying Agent.

       Section 1405.  Trustee to Effectuate Subordination.
                      -----------------------------------
                 Each Holder of Securities or coupons by such Holder's
       acceptance thereof authorizes and directs the Trustee on such
       Holder's behalf to take such action as may be necessary or



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       appropriate to effectuate the subordination as between such
       Holder and holders of Senior Indebtedness as provided in this
       Article and appoints the Trustee its attorney-in-fact for any
       and all such purposes.

       Section 1406.  Rights Of Trustee As Holder Of Senior
       Indebtedness.  -------------------------------------
       ------------
                 The Trustee shall be entitled to all the rights set
       forth in this Article with respect to any Senior Indebtedness
       which may at the time be held by it, to the same extent as any
       other holder of Senior Indebtedness; provided that nothing in
       this Article shall deprive the Trustee of any rights as such
       holder and provided further that nothing in this Article shall
       apply to claims of, or payments to, the Trustee under or
       pursuant to Section 607.

       Section 1407.  Article Applicable To Paying Agents.
                      -----------------------------------
                 In case at any time any Paying Agent other than the
       Trustee shall have been appointed by the Company and be then
       acting hereunder, the term "Trustee" as used in this Article
       shall in such case (unless the context shall otherwise require)
       be construed as extending to and including such Paying Agent
       within its meaning as fully for all intents and purposes as if
       the Paying Agent were named in this Article in addition to or
       in place of the Trustee; provided, however, that Sections 1404
       and 1406 shall not apply to the Company or any Affiliate of the
       Company if the Company or such Affiliate acts as Paying Agent.

       Section 1408.  Subordination Rights Not Impaired By Acts Or
       Omissions Of The Company Or Holders Of Senior Indebtedness.
       ----------------------------------------------------------
                 No right of any present or future holders of any
       Senior Indebtedness to enforce subordination as herein provided
       shall at any time in any way be prejudiced or impaired by any
       act or failure to act on the part of the Company or by any act
       or failure to act, in good faith, by any such holder, or by any
       noncompliance by the Company with the terms, provisions and
       covenants of this Indenture, regardless of any knowledge
       thereof which any such holder may have or be otherwise charged
       with.  The holders of Senior Indebtedness may, at any time or
       from time to time and in their absolute discretion, change the
       manner, place or terms of payment, change or extend the time of
       payment of, or renew or alter, any such Senior Indebtedness, or
       amend or supplement any instrument pursuant to which any such
       Senior Indebtedness is issued or by such it may be secured, or
       release any security therefor, or exercise or refrain from
       exercising any other of their rights under the Senior
       Indebtedness including, without limitation, the waiver of
       default thereunder, all without notice to or assent from the
       Holders of the Securities or the Trustee and without affecting



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       the obligations of the Company, the Trustee or the Holders of
       the Securities under this Article.

                 This instrument 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.

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


                                NORTHROP GRUMMAN CORPORATION


                                By _____________________________

       ATTEST:

       ______________________


                                THE CHASE MANHATTAN BANK (NATIONAL
                                ASSOCIATION), as Trustee


                                By ______________________________


       ATTEST:

       ________________________





















                                       -87-


                                    Page 95 of 96                  
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       State of California      )
                                )
       County of __________     )



       On ______________ before me, __________________, Notary Public,
       personally appeared ___________________________________,
       [ ] personally known to me or [ ] proved to me on the basis of
       satisfactory evidence to be the person(s) whose name(s) is/are
       subscribed to the within instrument and acknowledged to me that
       he/she/they executed the same in his/her/their authorized
       capacity(ies), and that by his/her/their signature(s) on the
       instrument the person(s), or the entity upon behalf of which
       the person(s) acted, executed the instrument.

          WITNESS my hand and official seal.



                                       _______________________________


       State of New York        )
                                )
       County of __________     )



       On ______________ before me, __________________, Notary Public,
       personally appeared ___________________________________,
       [ ] personally known to me or [ ] proved to me on the basis of
       satisfactory evidence to be the person(s) whose name(s) is/are
       subscribed to the within instrument and acknowledged to me that
       he/she/they executed the same in his/her/their authorized
       capacity(ies), and that by his/her/their signature(s) on the
       instrument the person(s), or the entity upon behalf of which
       the person(s) acted, executed the instrument.

          WITNESS my hand and official seal.



                                       _______________________________











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