INDENTURE

ADVANCED MICRO DEVICES, INC.,
as Issuer

and

UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee




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




INDENTURE

dated as of ___________, 1994




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









CROSS-REFERENCE TABLE*

TRUST INDENTURE
ACT SECTION INDENTURE SECTION
- --------------- ------------------
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . 7.06; 10.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . 4.03; 10.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . 10.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . 7.01(b)(ii)
(b) . . . . . . . . . . . . . . . . . . . . . . 7.05; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(d)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)(last sentence) . . . . . . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . . 2.13; 9.03
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
N.A. means not applicable.
____________________________
*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.


TABLE OF CONTENTS
Page
-----
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE . . . 1
Section 1.01. Certain Definitions. . . . . . . . 1
Section 1.02. Other Definitions. . . . . . . . . 4
Section 1.03. Incorporation by Reference of
Trust Indenture Act. . . . . . . . 4
Section 1.04. Rules of Construction. . . . . . . 4

ARTICLE 2 THE SECURITIES . . . . . . . . . . . . . . . . . 5
Section 2.01. Unlimited In Amount, Issuable In
Series, Form and
Dating. . . . . . . . . . . . . . 5
Section 2.02. Execution and Authentication . . . 7
Section 2.03. Registrar and Paying Agent . . . . 7
Section 2.04. Paying Agent to Hold Money in
Trust . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.05. Securityholder Lists . . . . . . . 8
Section 2.06. Transfer and Exchange . . . . . . 9
Section 2.07. Replacement Securities . . . . . . 9
Section 2.08. Outstanding Securities . . . . . 10
Section 2.09. Treasury Securities . . . . . . . 10
Section 2.10. Temporary Securities. . . . . . . 10
Section 2.11. Cancellation . . . . . . . . . . . 11
Section 2.12. Defaulted Interest . . . . . . . . 11
Section 2.13. Special Record Dates. . . . . . . 11

ARTICLE 3 REDEMPTION . . . . . . . . . . . . . . . . . . . 12
Section 3.01. Notices to Trustee . . . . . . . . 12
Section 3.02. Selection of Securities to Be
Redeemed . . . . . . . . . . . . . . . . . . . . 12
Section 3.03. Notice of Redemption . . . . . . . 13
Section 3.04. Effect of Notice of Redemption . . 14
Section 3.05. Deposit of Redemption Price . . . 14
Section 3.06. Securities Redeemed in Part . . . 14

ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . . 14
Section 4.01. Payment of Securities . . . . . . 14
Section 4.02. Maintenance of Office or Agency. . 15
Section 4.03. Commission Reports . . . . . . . . 15
Section 4.04. Compliance Certificate . . . . . . 16
Section 4.05. Taxes . . . . . . . . . . . . . . 16
Section 4.06. Stay, Extension and Usury Laws . . 16
Section 4.07. Corporate Existence . . . . . . . 16
Section 4.08. Payments for Consent . . . . . . . 17


ARTICLE 5 SUCCESSORS . . . . . . . . . . . . . . . . . . . 17
Section 5.01. When Company May Merge, etc. . . . 17
Section 5.02. Successor Corporation Substituted . 18

ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . 18
Section 6.01. Events of Default . . . . . . . . 18
Section 6.02. Acceleration . . . . . . . . . . . 19
Section 6.03. Other Remedies. . . . . . . . . . 20
Section 6.04. Waiver of Past Defaults. . . . . . 20
Section 6.05. Control by Majority. . . . . . . . 20
Section 6.06. Limitation on Suits. . . . . . . . 21
Section 6.07. Rights of Holders to Receive
Payment . . . . . . . . . . . . . . . . . . . . . 21
Section 6.08. Collection Suit by Trustee. . . . 21
Section 6.09. Trustee May File Proofs of
Claim. . . . . . . . . . . . . . . . . . . . . . 22
Section 6.10. Priorities. . . . . . . . . . . . 22
Section 6.11. Undertaking for Costs. . . . . . . 23

ARTICLE 7 TRUSTEE . . . . . . . . . . . . . . . . . . . . . 24
Section 7.01. Duties of Trustee. . . . . . . . . 24
Section 7.02. Rights of Trustee. . . . . . . . . 25
Section 7.03. Individual Rights of Trustee. . . 25
Section 7.04. Trustee's Disclaimer. . . . . . . 26
Section 7.05. Notice of Defaults. . . . . . . . 26
Section 7.06. Reports by Trustee to Holders . . 26
Section 7.07. Compensation and Indemnity . . . . 26
Section 7.08. Replacement of Trustee. . . . . . 27
Section 7.09. Successor Trustee by Merger, etc . 29
Section 7.10. Eligibility; Disqualification. . . 29
Section 7.11. Preferential Collection of Claims
Against Company. . . . . . . . . . . . . . . . . 29

ARTICLE 8 DISCHARGE OF INDENTURE . . . . . . . . . . . . . 29
Section 8.01. Termination of Company's
Obligations . . . . . . . . . . . . . . . . . . . 29
Section 8.02. Application of Trust Money . . . . 31
Section 8.03. Repayment to Company . . . . . . . 31

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS . . . . . . . 32
Section 9.01. Without Consent of Holders . . . . 32
Section 9.02. With Consent of Holders . . . . . 32
Section 9.03. Revocation and Effect of
Consents . . . . . . . . . . . . . . . . . . . . 33
Section 9.04. Notation on or Exchange of
Securities. . . . . . . . . . . . 34
Section 9.05. Trustee To Sign Amendments, etc. . 34


ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . 34
Section 10.01. Indenture Subject to Trust
Indenture Act. . . . . . . . . . . 34
Section 10.02. Notices . . . . . . . . . . . . . 34
Section 10.03. Communication By Holders With
Other Holders. . . . . . . . . . . 35
Section 10.04. Certificate and Opinion as to
Conditions Precedent. . . . . . . 35
Section 10.05. Statements Required in
Certificate or Opinion . . . . . . 36
Section 10.06. Rules by Trustee and Agents . . . 36
Section 10.07. Legal Holidays . . . . . . . . . . 36
Section 10.08. No Recourse Against Others. . . . 37
Section 10.09. Counterparts. . . . . . . . . . . 37
Section 10.10. Governing Law. . . . . . . . . . . 37
Section 10.11. Severability. . . . . . . . . . . 37
Section 10.12. Effect of Headings, Table of
Contents, etc. . . . . . . . . . . . . . . . . . 37
Section 10.13. Successors and Assigns. . . . . . 37
Section 10.14. No Interpretation of Other
Agreements . . . . . . . . . . . . . . . . . . . 37




























INDENTURE dated as of _____________, 1994 between Advanced Micro
Devices, Inc., a Delaware corporation (the "Company"), and United States Trust
Company of New York, a New York corporation, as Trustee (the "Trustee").

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 to be issued in one or more
series (the "Securities"), as herein provided, up to such principal amount as
may from time to time be authorized in or pursuant to one or more resolutions of
the Board of Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of each series of the Securities:


ARTICLE 1

DEFINITIONS AND INCORPORATION
BY REFERENCE


Section 1.01. Certain Definitions.
- -----------------------------------

"Affiliate" means any Person directly or indirectly controlling or
---------
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by" and "under common control with"), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise; provided, however, that beneficial ownership of 20% or
-----------------
more of the voting stock of a Person shall be deemed to be control.

"Agent" means any Registrar, Paying Agent, authenticating agent or
-----
co-Registrar.

"Board of Directors" means the Board of Directors of the Company or any
------------------
authorized committee thereof.

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


"Commission" means the Securities and Exchange Commission.
----------

"Company" means the party named as such above until a successor replaces it
-------
pursuant to this Indenture and thereafter means the successor.

"Default" means any event that is, or with the passage of time or the
-------
giving of notice or both would be, an Event of Default.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from
------------
time to time.

"GAAP" means generally accepted accounting principles set forth in the
----
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

"Global Security" shall mean a Security issued to evidence all or a part of
---------------
any series of Securities that is executed by the Company and authenticated and
delivered by the Trustee to a depositary or pursuant to such depositary's
instructions, all in accordance with this Indenture and pursuant to an Officer's
Certificate, which shall be registered as to principal and interest in the name
of such depositary or its nominee.

"Holder" or "Securityholder" means a Person in whose name a Security is
------ --------------
registered in the register of Securities kept by the Registrar.

"Indenture" means this Indenture, as amended or supplemented from time to
---------
time.

"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.

"Officer" means the Chairman of the Board, the Chief Executive Officer,
-------
the President, the Chief Operating Officer, the Chief Financial Officer, any
Vice-President, the Treasurer, the Controller, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers, one of
---------------------
whom must be the Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer or principal accounting officer of the Company.

"Opinion of Counsel" means a written opinion from legal counsel who is
------------------
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

"Original Issue Discount Security" means any Security which provides that
--------------------------------
an amount less than its principal amount is due and payable upon acceleration
after an Event of Default.

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

"principal" of a Security means the principal amount due on the stated
---------
maturity of the Security plus the premium, if any, on the Security.

"Securities" means the Securities authenticated and delivered under this
----------
Indenture.

"Securities Act" means the Securities Act of 1933, as amended from time to
--------------
time.

"Subsidiary" means any corporation or partnership of which the Company, or
----------
the Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own (i) in the case of a corporation, voting securities
entitling the holders thereof to elect a majority of the directors, either at
all times or so long as there is no default or contingency which permits the
holders of any other class of securities to vote for the election of one or more
directors, or (ii) in the case of a partnership, at least a majority of the
general partnership interests and at least a majority of total outstanding
partnership interests.

"TIA" means the Trust Indenture Act of 1939, as amended from time to time,
---
and as in effect on the date of execution of this Indenture.

"Trustee" means the party named as such above until a successor becomes
-------
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.

"Trust Officer" means the Chairman of the Board, the President or any other
-------------
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

Section 1.02. Other Definitions.
- ---------------------------------

Term Defined in Section
---- -------------------
"Bankruptcy Law" . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . 6.01
"Event of Default" . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . 10.07
"Paying Agent" . . . . . . . . . . . . . . . 2.03
"redemption price" . . . . . . . . . . . . . 3.03
"Registrar" . . . . . . . . . . . . . . . . . 2.03
"U.S. Government Obligations" . . . . . . . . 8.01


Section 1.03. Incorporation by Reference of Trust Indenture Act.
- -----------------------------------------------------------------

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Securities.
--------------------

"indenture securityholder" means a Securityholder.
------------------------

"indenture to be qualified" means this Indenture.
-------------------------

"indenture trustee" or "institutional trustee" means the Trustee.
----------------- ---------------------

"obligor" on the Securities means the Company.
-------

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.


Section 1.04. Rules of Construction.
- -------------------------------------
Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

(iii) "or" is not exclusive;

(iv) words in the singular include the plural, and in the plural include
the singular; and

(v) provisions apply to successive events and transactions.


ARTICLE 2

THE SECURITIES

Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating.
- ------------------------------------------------------------------------

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
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

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

(b) any limit upon the aggregate principal amount of 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 this Article 2);

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

(d) the rate or rates at which the Securities of the series shall
bear interest, if any, or the manner in which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the
record dates for the determination of Holders to whom interest is payable;

(e) the place or places where the principal of and any interest on
Securities of the series shall be payable, if other than as provided
herein;

(f) the price or prices at which (if any), the period or periods
within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in whole
or in part, at the option, or as an obligation, of the Company;


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

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

(i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.02 hereof;

(j) any addition to or change in the covenants set forth in Article 4
which applies to Securities of the series;

(k) any Events of Default with respect to the Securities of a
particular series, if not set forth herein;

(l) the Trustee for the series of Securities;

(m) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities, and the
depositary for such Global Security and Securities;

(n) the terms and conditions, if any, upon which any Securities of
such series may or shall be converted into other Securities or property;
and

(o) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture with respect to such series;
provided, however, that no such term may modify or delete any provision
------------------
hereof if imposed by the TIA; and provided, further, that any modification
----------------------
or deletion of the rights, duties or immunities of the Trustee hereunder
shall have been consented to in writing by the Trustee).

All Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto.


The principal of and any interest on the Securities shall be payable at the
office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
---------
however, that payment of interest may be made at the option of the Company by
- --------
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

Each Security shall be in one of the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall have
attached thereto a true and correct copy of the form of Security which has been
approved by or pursuant thereto, or, if a Board Resolution authorizes a specific
officer or officers to approve a form of Security, a certificate of such officer
or officers approving the form of Security attached thereto.

The Securities may have notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication.


Section 2.02. Execution and Authentication.
- --------------------------------------------

Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a written
order of the Company signed by two Officers.

The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.


Section 2.03. Registrar and Paying Agent.
- ------------------------------------------

The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent"). The Registrar for a particular series


of Securities shall keep a register of the Securities of that series and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents for each series of Securities. The term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.

If the Company fails to maintain a Registrar or Paying Agent for any series
of Securities, the Trustee shall act as such. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.


Section 2.04. Paying Agent to Hold Money in Trust.
- ---------------------------------------------------

Whenever the Company has one or more Paying Agents it will, prior to
each due date of the principal of or interest on, any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, 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 shall require each Paying Agent other than the Trustee to agree
in writing that such Paying Agent will hold in trust for the benefit of the
Securityholders of the particular series for which it is acting, or the Trustee,
all money held by the Paying Agent for the payment of principal or interest on
the Securities of such series, and that such Paying Agent will notify the
Trustee of any Default by the Company or any other obligor of the series of
Securities in making any such payment and at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent. If the Company or an
Affiliate acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Securityholders of the particular series for which
it is acting all money held by it as Paying Agent. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon so
doing, the Paying Agent (if other than the Company or an Affiliate of the
Company) shall have no further liability for such money. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Securities.


Section 2.05. Securityholder Lists.
- ------------------------------------

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such


form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.


Section 2.06. Transfer and Exchange.
- -------------------------------------

Where Securities are presented to the Registrar or a co-Registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of like series of other authorized denominations, the Registrar
shall register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the
Registrar's request.

No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any selection of Securities of that series for redemption under Section 3.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.


Section 2.07. Replacement Securities.
- --------------------------------------

If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security of like series if the Company's and the Trustee's requirements are met.
The Trustee or the Company may require an indemnity bond to be furnished which
is sufficient in the judgment of both to protect the Company, the Trustee, and
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and
shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.


Section 2.08. Outstanding Securities.
- --------------------------------------

The Securities of any series outstanding at any time are all the Securities
of that series authenticated by the Trustee except for those cancelled by it,
those delivered to it for cancellation, and those described in this Section as
not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

Except as set forth in Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate holds the Security.

For each series of Original Issue Discount Securities, the principal amount
of such Securities that shall be deemed to be outstanding and used to determine
whether the necessary Holders have given any request, demand, authorization,
direction, notice, consent or waiver shall be the principal amount of such
Securities that could be declared to be due and payable upon acceleration upon
an Event of Default as of the date of such determination. When requested by the
Trustee, the Company will advise the Trustee of such amount, showing its
computations in reasonable detail.


Section 2.09. Treasury Securities.
- -----------------------------------

In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be considered as though
they are not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so
considered.


Section 2.10. Temporary Securities.
- ------------------------------------

Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a written order of
the Company signed by two Officers of the Company. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

Holders of temporary securities shall be entitled to all of the benefits of
this Indenture.



Section 2.11. Cancellation.
- ----------------------------

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all cancelled Securities shall be
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.


Section 2.12. Defaulted Interest.
- ----------------------------------

If the Company fails to make a payment of interest on any series of
Securities on the date due, it shall pay such defaulted interest plus (to the
extent lawful) any interest payable on the defaulted interest. It shall
pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security
and the date of the proposed payment. The Company shall fix any such special
record date and payment date for such payment. At least 15 days before any such
special record date, the Company shall mail to Securityholders affected thereby
a notice that states the record date, payment date, and amount of such interest
to be paid.


Section 2.13. Special Record Dates.
- ------------------------------------

(a) The Company may, but shall not be obligated to, set a record date for
the purpose of determining the identity of Holders entitled to consent to any
supplement, amendment or waiver permitted by this Indenture. If a record date
is fixed, the Holders of Securities of that series outstanding on such record
date, and no other Holders, shall be entitled to consent to such supplement,
amendment or waiver or revoke any consent previously given, whether or not such
Holders remain Holders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Securities of that series required hereunder
for such amendment or waiver to be effective shall have also been given and not
revoked within such 90-day period.

(b) The Trustee may, but shall not be obligated to, fix any day as a
record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities


of that series outstanding 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, however, that
------------------
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.



ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee.
- ----------------------------------

If the Company elects to redeem Securities of any series pursuant to any
optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

The Company shall give each notice provided for in this Section in an
Officers' Certificate at least 45 days before the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), which notice shall
specify the provisions of such Security pursuant to which the Company elects to
redeem such Securities.

If the Company elects to reduce the principal amount of Securities of
any series to be redeemed pursuant to mandatory redemption provisions
thereof, it shall notify the Trustee in an Officers' Certificate at least 45
days before the redemption date (unless a shorter period shall be
satisfactory to the Trustee) of the amount of, and the basis for, any such
reduction and whether the Company elects to credit Securities against any
such redemption and, if so, the amount thereof. If the Company elects to
credit against any such mandatory redemption Securities it has not previously
delivered to the Trustee for cancellation, it shall deliver such Securities
with such notice.


Section 3.02. Selection of Securities to Be Redeemed.
- ------------------------------------------------------

If less than all the Securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, on a pro rata basis or by lot. The Trustee shall make the selection
--- ----
not more than 75 days and not less than 30 days before the redemption date from
Securities of that series outstanding and not previously called for redemption.
Except as otherwise provided as to any particular series of Securities,
Securities and portions thereof that the Trustee selects shall be in amounts
equal to the minimum authorized denomination for Securities of the series to be
redeemed or any integral multiple thereof. Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption. The Trustee shall notify the Company promptly in writing
of the Securities or portions of Securities to be called for redemption.


Section 3.03. Notice of Redemption.
- ------------------------------------

Except as otherwise provided as to any particular series of Securities, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price fixed in accordance with the terms of the
Securities of the series to be redeemed, plus accrued interest, if any, to
the date fixed for redemption (the "redemption price");

(3) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the
redemption date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion will be
issued;

(4) the name and address of the Paying Agent;

(5) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in payment of the redemption
price, interest on Securities called for redemption ceases to accrue on and
after the redemption date;

(7) The paragraph of the series of Securities and/or Section of any
supplemental indenture pursuant to which such Securities called for
redemption are being redeemed; and

(8) the CUSIP number, if any, of the Securities to be redeemed.

At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
------------------
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officer's Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph. The notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice of the Holder of any Security shall not affect the validity of the
proceeding for the redemption of any other Security.


Section 3.04. Effect of Notice of Redemption.
- ----------------------------------------------

Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become due and payable on the
redemption date at the redemption price and from and after such date (unless
the Company shall default in the payment of the redemption price) such
Securities shall cease to bear interest. Upon surrender to the Paying Agent,
such Securities will be paid at the redemption price .


Section 3.05. Deposit of Redemption Price.
- -------------------------------------------

On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of
all Securities called for redemption on that date other than called
Securities which have previously been delivered by the Company to the
Trustee for cancellation. The Paying Agent shall return to the Company any
money not required for that purpose.


Section 3.06. Securities Redeemed in Part.
- -------------------------------------------

Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Security of like series equal in principal amount to the
unredeemed portion of the Security surrendered.


ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities.
- -------------------------------------

The Company shall pay or cause to be paid the principal of and interest on
the Securities on the dates and in the manner provided in this Indenture and the
Securities. Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or an Affiliate, holds as of 10:00
a.m. Eastern Time on that date immediately available funds designated for and
sufficient to pay all principal and interest then due.

To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate per annum borne by the
applicable series of Securities.


Section 4.02. Maintenance of Office or Agency.
- -----------------------------------------------

The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company shall 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 office of the
Trustee at the location identified in Section 10.02.

The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
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.

The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.


Section 4.03. Commission Reports.
- ----------------------------------

The Company shall deliver to the Trustee within 15 days after the required
filing date copies of the annual reports and of the information, documents, and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
provided, however the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential
treatment by the Commission. The Company will cause any quarterly and annual
reports which it mails to its stockholders to be mailed to the Holders of the
Securities. If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall continue to file with the Trustee
(in each case within 15 days after the time that such documents would have been
filed with the Commission) such reports, information and other documents as it
would file if it were subject to the requirements of Section 13 or 15(d) of the
Exchange Act (other than such confidential materials referenced above). The
Company also shall comply with the other provisions of TIA Section 314(a).


Section 4.04. Compliance Certificate.
- --------------------------------------

The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, an Officers' Certificate (one of the
signers of which shall be the principal accounting officer, principal
financial officer or principal executive officer) stating that in the course
of the performance by the signers of their duties as officers of the Company,
they would normally have knowledge of any failure by the Company to comply
with all conditions, or default by the Company with respect to any covenants,
under this Indenture, and further stating whether or not they have knowledge
of any such failure or default and, if so, specifying each such failure or
default and the nature thereof. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided for in this Indenture. The certificate need
not comply with Section 10.05.

The first certificate delivered pursuant to this Section 4.04 shall be for
the fiscal year ending on _________, 199__.


Section 4.05. Taxes.
- ---------------------

The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP or
(ii) where the failure to effect such payment is not adverse in any material
respect to the Holders.


Section 4.06. Stay, Extension and Usury Laws.
- ----------------------------------------------

The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that 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 shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.


Section 4.07. Corporate Existence.
- -----------------------------------

Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Subsidiary and (ii) the rights


(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
------------------
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, 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 its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.


Section 4.08. Payments for Consent.
- ------------------------------------

Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of the Securities for or as an
inducement to any consent, waiver or amendment of any terms or provisions of
this Indenture or of the Securities or any series thereof unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Securities of such series that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.


ARTICLE 5

SUCCESSORS

Section 5.01. When Company May Merge, etc.
- -------------------------------------------

The Company shall not consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to any Person unless:

(1) the Company is the surviving corporation or the entity or Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized and
existing under the laws of the United States, any state thereof or the
District of Columbia;

(2) the entity or Person formed by or assuming any such consolidation
or merger (if other than the Company) or the entity or Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall
have been made assumes by supplemental indenture all the obligations of the
Company under the Securities and this Indenture; and

(3) immediately prior to and after the transaction no Default or
Event of Default exists.

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.


Section 5.02. Successor Corporation Substituted.
- -------------------------------------------------

Upon any consolidation or merger, or any transfer by the Company (other
than by lease) of all or substantially all of the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein. In the event of any
such transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.


ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default.
- ---------------------------------

An "Event of Default" occurs with respect to Securities of any particular
series if:

(1) the Company defaults in the payment of interest on any Security
of that series when the same becomes due and payable and the Default
continues for a period of 30 days;

(2) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at maturity,
upon redemption or otherwise;

(3) an Event of Default, as defined in the Securities of that series,
occurs and is continuing, or the Company fails to comply with any of its
other agreements in the Securities of that series or in this Indenture with
respect to that series and the Default continues for the period and after
the notice specified below;

(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in
an involuntary case;

(C) consents to the appointment of a Custodian of it or for all
or substantially all of its property;

(D) makes a general assignment for the benefit of its
creditors; or

(E) admits in writing its inability generally to pay its debts
as the same become due.

(5) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary case;

(B) appoints a Custodian of the Company or for all or
substantially all of its property; or

(C) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 days.

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

A Default under clause (3) above is not an Event of Default with respect to
a particular series of Securities until the Trustee or the Holders of at least
25% in principal amount of the then outstanding Securities of that series notify
the Company of the Default and the Company does not cure the Default within 30
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."


Section 6.02. Acceleration.
- ----------------------------

If an Event of Default with respect to Securities of any series (other than
an Event of Default specified in clauses (4) and (5) of Section 6.01) occurs and


is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the then outstanding Securities of that series by
notice to the Company and the Trustee, may declare the unpaid principal (or, in
the case of Original Issue Discount Securities, such lesser amount as may be
provided for in such Securities) of and any accrued interest on all the
Securities of that series to be due and payable on the Securities of that
series. Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately. If an Event of Default specified
in clause (4) or (5) of Section 6.01 occurs, all of such amount shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of a majority in principal amount of
the then outstanding Securities of that series by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default with
respect to that series have been cured or waived except nonpayment of principal
(or such lesser amount) or interest that has become due solely because of the
acceleration.


Section 6.03. Other Remedies.
- ------------------------------

If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal or interest on the Securities of that series or to enforce
the performance of any provision of the Securities of that series or this
Indenture.

The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


Section 6.04. Waiver of Past Defaults.
- ---------------------------------------

Subject to Section 9.02, the Holders of a majority in principal amount of
the then outstanding Securities of any series by notice to the Trustee may waive
an existing Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series.


Section 6.05. Control by Majority.
- -----------------------------------

The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy with respect to that series available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
is unduly prejudicial to the rights of another Holder of Securities of that
series, or that may involve the Trustee in personal liability. The Trustee may
take any other action which it deems proper which is not inconsistent with any
such direction.


Section 6.06. Limitation on Suits.
- -----------------------------------

A Holder of Securities of any series may not pursue a remedy with respect
to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice of a continuing
Event of Default with respect to that series;

(2) the Holders of at least 25% in principal amount of the then
outstanding Securities of that series make a written request to the Trustee
to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

(5) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Securities of that series do not give the
Trustee a direction inconsistent with the request.

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.


Section 6.07. Rights of Holders to Receive Payment.
- ----------------------------------------------------

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and interest, if any, on
the Security, on or after the respective due dates expressed in the Security, or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.


Section 6.08. Collection Suit by Trustee.
- ------------------------------------------

If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and interest, if any, remaining unpaid on the Securities of that
series then outstanding, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07.


Section 6.09. Trustee May File Proofs of Claim.
- ------------------------------------------------

The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), its creditors or its property and shall be
entitled to and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing contained herein shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder 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 Securityholder
in any such proceeding.


Section 6.10. Priorities.
- --------------------------

If the Trustee collects any money with respect to Securities of any series
pursuant to this Article, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts
due under Section 7.07, including payment of all
compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and
expenses of collection;

Second: to Securityholders for amounts due and unpaid on the
Securities of such series for principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable on the
Securities of such series for principal and interest,
respectively; and

Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.



Section 6.11. 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 or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defense made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in principal amount of the then
outstanding Securities.




ARTICLE 7

TRUSTEE


Section 7.01. Duties of Trustee.
- ---------------------------------

(a) If an Event of Default has occurred 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.

(b) Except during the continuance of an Event of Default known to the
Trustee:

(i) the duties of the Trustee shall be determined solely by the
express provisions of this Indenture or the TIA and the Trustee
need perform only those duties that are specifically set forth in
this Indenture or the TIA and no others, and no implied covenants
or obligations shall be read into this Indenture against the
Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

(i) this paragraph does not limit the effect of paragraph (b) of this
Section;

(ii) the Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer of the Trustee, unless it is
proved that the Trustee was negligent in ascertaining the
pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

(e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee may refuse to perform any
duty or exercise any right or power unless it receives security and indemnity
satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Absent written
instruction from the Company, the Trustee shall not be required to invest any
such money. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


Section 7.02. Rights of Trustee.
- ---------------------------------

Subject to TIA Section 315(a) through (d):

(a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers, unless the Trustee's conduct constitutes negligence.

(e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice form the Company shall be sufficient if signed by
an Officer of the Company.


Section 7.03. Individual Rights of Trustee.
- --------------------------------------------

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to TIA Sections 310(b)
and 311.


Section 7.04. Trustee's Disclaimer.
- ------------------------------------

The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.


Section 7.05. Notice of Defaults.
- ----------------------------------

If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to all Holders of Securities of that series a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment on any such Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of such
Securityholders.


Section 7.06. Reports by Trustee to Holders.
- ---------------------------------------------

Within 60 days after each _________ beginning with ___________, 1994, the
Trustee with respect to any series of Securities shall mail to Holders of
Securities of that series as provided in TIA Section 313(c) a brief report dated
as of such ______ that complies with TIA Section 313(a) (if such report is
required by TIA Section 313(a)). The Trustee shall also comply with TIA Section
313(b).

A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which any of the Securities are listed, as required by TIA Section 313(d).
The Company shall notify the Trustee when the Securities are listed on any
stock exchange.


Section 7.07. Compensation and Indemnity.
- ------------------------------------------

The Company shall pay to the Trustee from time to time such compensation as
shall be agreed upon in writing for its services hereunder. The Company shall
reimburse the Trustee upon written request for all reasonable out-of-pocket
expenses incurred by it. Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee's agents and counsel.

The Company shall indemnify the Trustee for any loss or liability incurred
by it, without negligence or bad faith on its part, in connection with the
administration of this Indenture and its duties hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.


To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities. Such lien
will survive the satisfaction and discharge of this Indenture.

If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.


Section 7.08. Replacement of Trustee.
- --------------------------------------

A resignation or removal of the Trustee with respect to one or more or all
series of Securities and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent. The Company may remove the
Trustee with respect to one or more or all series of Securities if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or
its property; or

(4) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is removed or if
a vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee for that series. Within one year after the
successor Trustee with respect to any series takes office, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company. If a successor Trustee as to a particular series does not take
office within 60 days after the retiring Trustee resigns or is removed, the

retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the then outstanding Securities of that series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

A successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

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) shall contain such
provisions as shall be necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in such supplemental
------------------
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

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.


Section 7.09. Successor Trustee by Merger, etc.
- ------------------------------------------------

If the Trustee as to any series of Securities consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to that series.


Section 7.10. Eligibility; Disqualification.
- ----------------------------------------------

Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA Section 310(a). The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least [$100,000,000]
as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).


Section 7.11. Preferential Collection of Claims Against Company.
- -----------------------------------------------------------------

The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations.
- ----------------------------------------------------

Except as otherwise provided in this Section, the Company may terminate its
obligations under the Securities of any series and this Indenture with respect
to that series, if:

(a) all Securities of that series previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or Securities of that series which are paid pursuant to Section
4.01 or Securities of that series for whose payment money or securities has
theretofore been held in trust and thereafter repaid to the Company, as
provided in Section 8.03) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it hereunder with
respect to such series; or


(b) (1) the Securities of that series mature within one year or all
of them are to be called for redemption within one year after arrangements
satisfactory to the Trustee for giving the notice of redemption; and

(2) the Company irrevocably deposits in trust with the Trustee during
such one-year period, under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee, as trust funds solely for
the benefit of the Holders of Securities of that series for that purpose,
money or U.S. Government Obligations, or a combination thereof, with the
U.S. Government Obligations maturing as to principal and interest in such
amounts and at such times as are sufficient, without consideration of any
reinvestment of such interest, to pay principal of and interest on the
Securities of that series to maturity or redemption, as the case may be,
and to pay all other sums payable by it hereunder; or

(c) (1) the Company irrevocably deposits in trust with the
Trustee under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds solely for the
benefit of the Holders of Securities of that series for that purpose,
money or U.S. Government Obligations, or a combination thereof, with
the U.S. Government Obligations maturing as to principal and interest
in such amounts and at such times as are sufficient, in the opinion of
a nationally recognized firm of independent accountants expressed in a
written certification thereof delivered to the Trustee, without
consideration of any reinvestment of such interest, to pay principal of
and interest on the Securities of that series to maturity or redemption,
as the case may be;

(2) the Company shall have delivered to the Trustee either (A) a
ruling directed to the Trustee received from the Internal Revenue Service
to the effect that the Holders of the Securities of that series will not
recognize income, gain or loss for federal income tax purposes as a result
of the Company's exercise of its option under this clause (c) and will be
subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such option had not been
exercised, or (B) an Opinion of Counsel to the same effect as the ruling
described in subclause (A) above accompanied by a ruling to that effect
published by the Internal Revenue Service, unless there has been a change
in the applicable federal income tax law since the date of this Indenture
such that a ruling from the Internal Revenue Service is no longer required;

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

(4) the Company has delivered to the Trustee for that series an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this clause (c) relating to
termination of obligations of the Company have been complied with.


The Company's obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01
(together with its payment obligations under the Securities of that series),
7.07, 7.08, 8.03 and 8.04 shall survive until the Securities of that series are
no longer outstanding. Thereafter, and after any discharge pursuant to clause
(a) above, only the Company's obligations in Sections 7.07 and 8.03 shall
survive. If and when a ruling from the Internal Revenue Service or Opinion of
Counsel referred to in clause (c)(2) above is able to be provided specifically
without regard to, and not in reliance upon, the continuance of the Company's
obligations under Section 4.01 and its payment obligations under the Securities
of that series, then the Company's payment obligations under such Section 4.01
and the Securities of that series shall cease upon delivery to the Trustee of
such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for in clause (c) above relating to the satisfaction and
discharge of this Indenture.

After any such irrevocable deposit the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of that series and under this Indenture except for those surviving
obligations specified above.

"U.S. Government Obligations" means direct obligations of the United States
---------------------------
of America for the payment of which the full faith and credit of the United
States of America is pledged. U.S. Government Obligations shall not be callable
at the issuer's option.


Section 8.02. Application of Trust Money.
- ------------------------------------------

The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01 with respect to Securities of any
series. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on the Securities of that series.


Section 8.03. Repayment to Company.
- ------------------------------------

The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due. After payment to the Company, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person, provided, however, that the
------------------
Trustee or such Paying Agent before being required to make such repayment may at
the expense of the Company mail to each such holder a 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 mailing any unclaimed balance of such
money then remaining will be repaid to the Company.



ARTICLE 9

SUPPLEMENTS, AMENDMENTS AND WAIVERS


Section 9.01. Without Consent of Holders.
- ------------------------------------------

The Company and the Trustee as to any series of Securities may supplement
or amend this Indenture or the Securities without notice to or the consent of
any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Article 5;

(3) to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA;

(4) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided,
---------
however, that any such addition, change or elimination (A) shall neither
--------
(i) apply to any Security of any 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
outstanding Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision;

(6) to make any change that does not adversely affect in any material
respect the interests of the Securityholders of any series; or

(7) to establish additional series of Securities as permitted by
Section 2.01.


Section 9.02. With Consent of Holders.
- ----------------------------------------

Subject to Section 6.07, the Company and the Trustee as to any series of
Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class. The Holders of a majority in principal amount
of the then outstanding Securities of any series may also waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to that series or the Securities of that series; provided, however, that
------------------


without the consent of each Securityholder affected, an amendment or waiver may
not:

(1) reduce the percentage of the principal amount of Securities whose
Holders must consent to an amendment or waiver;

(2) reduce the rate of, or change the time for payment of interest
on, any Security;

(3) reduce the principal of or change the fixed maturity of any
Security or alter the redemption provisions with respect thereto;

(4) make any Security payable in money other than that stated in the
Security;

(5) make any change in Section 6.04, 6.07 or 9.02 (this sentence); or

(6) waive a default in the payment of the principal of, or interest
on, any Security, except to the extent otherwise provided for in Section
6.02.

An amendment or waiver under this Section which waives, 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 the consent of the Holders under this Section
to approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.

After an amendment or waiver under this Section becomes effective, the
Company shall mail to Holders of Securities of each series affected thereby a
notice briefly describing the amendment or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.


Section 9.03. Revocation and Effect of Consents.
- -------------------------------------------------

Until an amendment or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security; provided, however, that unless a record date shall have been
------------------

established pursuant to Section 2.13(a), any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date on which the amendment
or waiver becomes effective. An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.


Section 9.04. Notation on or Exchange of Securities.
- -----------------------------------------------------

If an amendment, or waiver changes the terms of a Security: (a) the
Trustee may require the Holder of the Security to deliver it to the Trustee, the
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.


Section 9.05. Trustee To Sign Amendments, etc.
- -----------------------------------------------

The Trustee shall receive an Opinion of Counsel stating that the execution
of any amendment or waiver proposed pursuant to this Article is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.


ARTICLE 10

MISCELLANEOUS


Section 10.01. Indenture Subject to Trust Indenture Act.
- --------------------------------------------------------

This Indenture is subject to the provisions of the TIA which are required
to be part of this Indenture, and shall, to the extent applicable, be governed
by such provisions.


Section 10.02. Notices.
- -----------------------

Any notice or communication is duly given if in writing and delivered in
person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
addressed as follows:


If to the Company:

Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088-3453
Attention:

If to the Trustee:

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

Attention: Corporate Trust--Department B


The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.


Section 10.03. Communication By Holders With Other Holders.
- -----------------------------------------------------------

Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).


Section 10.04. Certificate and Opinion as to Conditions Precedent.
- ------------------------------------------------------------------

Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:


(a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.


Section 10.05. Statements Required in Certificate or Opinion.
- -------------------------------------------------------------

Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate
provided for in Section 4.04) shall include:

(1) a statement that the Person making such certificate or opinion
has read such covenant or condition;

(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 such Person, he or she has
made such examination or investigation as is necessary to enable him or her
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 or not, in the opinion of such Person,
such condition or covenant has been complied with; provided, however, that
------------------
with respect to matters of fact an Opinion of Counsel may rely on an
Officer's Certificate or certificates of public officials.


Section 10.06. Rules by Trustee and Agents.
- -------------------------------------------

The Trustee as to Securities of any series may make reasonable rules for
action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.


Section 10.07. Legal Holidays.
- ------------------------------

A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York or San Francisco, California, are not
required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.



Section 10.08. No Recourse Against Others.
- ------------------------------------------

A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration of issuance of the Securities. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.


Section 10.09. Counterparts.
- ----------------------------

This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


Section 10.10. Governing Law.
- -----------------------------

The internal laws of the State of New York shall govern this Indenture and
the Securities, without regard to the conflict of laws provisions thereof.


Section 10.11. Severability.
- ----------------------------

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 10.12. Effect of Headings, Table of Contents, etc.
- ----------------------------------------------------------

The Article and Section headings herein and the table of contents are for
convenience only and shall not affect the construction hereof.


Section 10.13. Successors and Assigns.
- --------------------------------------

All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns. All agreements of the Trustee
in this Indenture shall bind its successor.


Section 10.14. No Interpretation of Other Agreements.
- -----------------------------------------------------

This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of
the date first above written.

ADVANCED MICRO DEVICES, INC.




By____________________________
Name:
Title:


UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee




By____________________________
Name:
Title:




STATE OF CALIFORNIA )
) ss.
CITY OF SUNNYVALE )


On this _____ day of _____________, before me personally
came __________________, to me known, who being by me duly
sworn, did depose and say that he is _________________ of
Advanced Micro Devices, Inc., one of the entities described in
and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such
entity.


______________________________
Notary Public

(Notarial Seal)



STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )


On this _____ day of _____________, before me personally
came __________________, to me known, who being by me duly
sworn, did depose and say that he is Trust Officer of
United States Trust Company of New York, one of the entities described
in and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such
entity.


______________________________
Notary Public

(Notarial Seal)






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