UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM 10-Q

/ x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  December 31, 1993 

                                    OR

/  / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________

Commission File Number   1-5828 

                     CARPENTER TECHNOLOGY CORPORATION
                     --------------------------------
          (Exact name of Registrant as specified in its Charter)

                DELAWARE                        23-0458500  
     ------------------------------          ------------------
    (State or other jurisdiction of          (I.R.S. Employer
    incorporation or organization)           Identification No.)


101 West Bern Street, Reading, Pennsylvania     19612-4662  
- -------------------------------------------  ------------------   
 (Address of principal executive offices)       (Zip Code)

                               215-208-2000  
                           ---------------------
           (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.            
                                                Yes  X     No    
                                                    ---       ---

Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of December 31, 1993.

Common stock, $5 par value                     8,009,955         
- --------------------------           ----------------------------
        Class                        Number of shares outstanding

The Exhibit Index appears on page E-1.
<PAGE>




                     CARPENTER TECHNOLOGY CORPORATION


                                 FORM 10-Q


                                   INDEX




                                                            Page


Part I  FINANCIAL INFORMATION

 Consolidated Balance Sheet December 31, 1993 (Unaudited)
   and June 30, 1993......................................  3 & 4

 Consolidated Statement of Income (Unaudited) for the 
   Three and Six Months Ended December 31, 1993 and 1992..    5  

 Consolidated Statement of Cash Flows (Unaudited) for the 
   Six Months Ended December 31, 1993 and 1992............    6  

 Notes to Financial Statements............................  7 - 10

 Management's Discussion and Analysis of Results 
   of Operations.......................................... 10 & 11


Part II  OTHER INFORMATION................................ 12 - 14

Exhibit Index.............................................   E-1 





<PAGE>

PART I        CARPENTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET

                        December 31 and June 30, 1993

                                                           In Thousands      
                                                   --------------------------
                                                   December 31      June 30
  ASSETS                                               1993           1993  
                                                   -----------     ----------
                                                   (Unaudited)

Current assets: 

  Cash and cash equivalents                         $ 18,047        $ 45,822

  Accounts receivable                                 75,815          90,426

  Inventories                                         80,949          70,590

  Deferred income taxes                                    -           2,737
 
  Other current assets                                 8,395           7,120
                                                    --------        --------

    Total current assets                             183,206         216,695
                                                    --------        --------



Property, plant and equipment, at cost               719,169         699,269

Less accumulated depreciation and amortization       320,984         308,140
                                                    --------        --------
                                                     398,185         391,129
                                                    --------        --------
Prepaid pension cost                                  66,386          61,602
                                                    --------        --------
Investment in joint venture                           47,072               -
                                                    --------        --------
Other assets                                          41,920          30,139
                                                    --------        --------











Total assets                                        $736,769        $699,565
                                                    ========        ========


                 See accompanying notes to financial statements.
<PAGE>

               CARPENTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET

                        December 31 and June 30, 1993

                                                          In Thousands      
                                                    -------------------------
                                                    December 31      June 30
  LIABILITIES                                          1993           1993  
                                                    -----------    ----------
                                                    (Unaudited)
Current liabilities: 
  Short-term debt                                   $ 11,589        $      -
  Accounts payable                                    31,454          24,328
  Accrued compensation                                 9,591          14,457
  Accrued income taxes                                 5,197           2,080
  Deferred income taxes                                3,046               -
  Other accrued liabilities                           30,598          25,951
  Current portion of long-term debt                   15,619           6,617
                                                     -------        --------
    Total current liabilities                        107,094          73,433
                                                    --------        --------
Long-term debt, net of current portion               176,826         189,895
                                                    --------        --------
Accrued postretirement benefits                      146,392         143,876
                                                    --------        --------
Deferred income taxes                                 69,218          66,765
                                                    --------        --------
Other liabilities                                     16,760           7,135
                                                    --------        --------
  SHAREHOLDERS' EQUITY

Preferred Stock, $5 par value - authorized 
  2,000,000 shares; issued 460.7 shares at 
  December 31, 1993 and 461.2 shares at 
  June 30, 1993                                       29,095          29,128
                                                    
Deferred Compensation                                (26,301)        (27,431)

Common stock, $5 par value - authorized 
  50,000,000 shares; issued 9,532,539 shares 
  at December 31, 1993 and 9,508,355 shares
  at June 30, 1993                                    47,662          47,542

Capital in excess of par value                        47,182          46,131

Reinvested earnings                                  188,991         189,241

Common stock in treasury, at cost -
  1,522,584 shares                                   (66,150)        (66,150)
                                                    --------        --------
  Total shareholders' equity                         220,479         218,461
                                                    --------        --------

Total liabilities & shareholders' equity            $736,769        $699,565
                                                    ========        ========

                 See accompanying notes to financial statements.   
      
              
              CARPENTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
        for the Three and Six Months Ended December 31, 1993 and 1992

                                   Three Months         Six Months    
                                 ------------------  ------------------   
                                  1993      1992      1993      1992  
                                  ----      ----      ----      ----
                                 (in thousands, except per share data)

Net Sales                        $147,127  $123,026  $276,556  $262,412
                                 --------  --------  --------  --------
Costs and expenses:
  Cost of sales                   108,088    94,891   205,347   205,169

  Selling and administrative
    expenses                       22,812    20,687    43,820    41,083

  Interest expense                  4,178     4,916     9,214    10,241

  Other income                        (88)     (472)     (713)   (1,245)
                                 --------  --------  --------  --------
                                  134,990   120,022   257,668   255,248
                                 --------  --------  --------  --------
Income before income taxes and
  cumulative effect of changes
  in accounting principles         12,137     3,004    18,888     7,164    

Income taxes                        4,777     1,090     8,756     2,598
                                 --------  --------  --------  --------
Income before cumulative effect
  of changes in accounting
  principles                        7,360     1,914    10,132     4,566

Cumulative effect of changes in
  accounting principles                 -         -         -   (74,676)
                                 --------  --------  --------  --------
Net income (loss)                $  7,360  $  1,914  $ 10,132  $(70,110)
                                 ========  ========  ========  ========
Weighted average common shares      8,032     7,965     8,019     8,057
                                 ========  ========  ========  ========
Earnings per common share before
  cumulative effect of changes 
  in accounting principles       $    .86  $    .19  $   1.16  $    .47

Cumulative effect of changes       
  in accounting principles              -         -         -     (9.32)
                                 --------  --------  --------  --------
Earnings (loss) per common 
  share                          $    .86  $    .19  $   1.16  $  (8.85)
                                 ========  ========  ========  ========
Dividends per common share       $    .60  $    .60  $   1.20  $   1.20
                                 ========  ========  ========  ========

              See accompanying notes to financial statements.


<PAGE>
                CARPENTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

               for the Six Months Ended December 31, 1993 and 1992

                                              1993         1992
                                              ----         ----
                                                 (in thousands)
OPERATIONS
Net income (loss)                           $ 10,132     $(70,110)
Adjustments to reconcile net income (loss)
  to net cash provided from operations:
  Depreciation and amortization               14,374       13,261
  Deferred income taxes                        2,714          793
  Pension credits                             (6,147)      (5,789)
  Cumulative effect of changes in 
    accounting principles                          -       74,676
Changes in working capital and other: 
  Receivables                                 18,960       15,241
  Inventories                                  2,040       22,386
  Other assets and liabilities, net           18,429      (15,782)
                                            --------     --------
Net cash provided from operations             60,502       34,676
                                            --------     --------
INVESTING ACTIVITIES
Investment in joint venture                  (47,072)           -
Acquisition of wholly-owned 
  subsidiaries, net of cash received         (22,200)           -
Purchases of plant and equipment             (15,179)     (11,331)
Disposals of plant and equipment                 691          138
                                            --------     --------
Net cash used for investing activities       (83,760)     (11,193) 
                                            --------     --------
FINANCING ACTIVITIES
Provided by short-term debt                    8,794            -
Payments on long-term debt                    (4,067)      (3,707)
Payments to acquire treasury stock                 -      (11,633)
Proceeds from issuance of stock                1,138           38
Dividends paid                               (10,382)     (10,507)
                                            --------     --------
Net cash required by financing activities     (4,517)     (25,809)
                                            --------     --------
DECREASE IN CASH AND CASH EQUIVALENTS        (27,775)      (2,326)
Cash and cash equivalents at 
  beginning of period                         45,822        9,321
                                            --------     --------
Cash and cash equivalents at 
  end of period                             $ 18,047     $  6,995
                                            ========     ========
Supplemental Data:
  Interest payments                         $  9,277     $ 10,261
  Income tax payments (net of refunds)      $  2,768     $  2,641



                      See accompanying notes to financial statements.


<PAGE>

                       NOTES TO FINANCIAL STATEMENTS


 1.  Basis of Presentation
     ---------------------
          The accompanying unaudited consolidated financial
     statements have been prepared in accordance with the
     instructions to Form 10-Q and do not include all of the
     information and footnotes required by generally accepted
     accounting principles for complete financial statements.  In
     the opinion of management, all adjustments (consisting only
     of normal recurring accruals) considered necessary for a
     fair presentation have been included.  Operating results for
     the six months ended December 31, 1993, are not necessarily
     indicative of the results that may be expected for the year
     ending June 30, 1994.  For further information, refer to the
     consolidated financial statements and footnotes included in
     the Company's 1993 Annual Report to Shareholders.  

          The June 30, 1993 condensed balance sheet data was
     derived from audited financial statements, but does not
     include all disclosures required by generally accepted
     accounting principles.

 2.  Earnings Per Common Share
     -------------------------
          Primary earnings per common share are computed by
     dividing net income less preferred dividends net of tax
     benefits by the weighted average number of common shares and
     common share equivalents outstanding during the period.

 3.  Inventories
     -----------
                                        December 31     June 30
                                          1993           1993  
                                        ----------     ----------
                                             (in thousands)

     Finished                           $ 97,598       $ 97,129
     Work in process                      84,092         80,072
     Raw materials and supplies           30,942         31,472 
                                        --------       --------
     Total at June 30, 1993 cost         212,632        208,673

     Less excess of June 30, 1993
       cost over LIFO values             131,683        138,083 
                                        --------       --------
                                        $ 80,949       $ 70,590 
                                        ========       ========

          Inventories at December 31, 1993 include finished
     inventory of Aceros Fortuna, S.A. de C.V., a Mexican steel
     distribution company, acquired by the Company during the six
     months ended December 31, 1993.  This company's inventories
     are valued using the FIFO method.

          The cost of LIFO-valued inventories at June 30, 1993
     costs was $181,975,000 at December 31, 1993 and $192,743,000
     at June 30, 1993.  Reduction in LIFO-valued inventories
     resulted in an increase in net income of approximately 
     
 3.  Inventories, continued
     -----------
     $1,500,000 or $.19 per share and $3,600,000 or $.45 per
     share for the three and six months ended December 31, 1993,
     respectively, and approximately $300,000 or $.04 per share
     and $600,000 or $.08 per share for the three and six months
     ended December 31, 1992, respectively.

 4.  Investment in Joint Venture
     ---------------------------
          On September 2, 1993, the Company acquired, for
     $45,000,000 in cash, 19 percent of the shares of Walsin-
     Cartech Specialty Steel Corporation, a joint venture with
     Walsin Lihwa Corporation in Taiwan.  The joint venture is in
     the process of constructing a facility in Taiwan to
     manufacture and distribute specialty steel.  The Company has
     an option to acquire up to an additional 16 percent of the
     outstanding shares of the venture from Walsin Lihwa at
     anytime until July 1, 1996.  Alternatively, the Company may
     require Walsin Lihwa to purchase its 19 percent ownership
     for the original purchase cost at anytime up to July 1,
     1997.  This investment is being accounted for using the
     equity method of accounting.  The investment account has
     been increased for interest costs capitalized during the
     preoperating period totaling $1,200,000 and $1,570,000,
     respectively, for the three and six months ended
     December 31, 1993, and for certain acquisition expenses.

          A separate agreement also provides for the Company to
     provide marketing and technical assistance to the joint
     venture in exchange for an initial lump sum royalty payment
     of $10,000,000, received in October 1993, and continuing
     royalties based on sales over the 10-year term of the
     agreement.  The initial lump sum royalty has been deferred
     and is being recognized as income over the term of the
     agreement.

 5.  Acquisition of Wholly-Owned Subsidiaries
     ----------------------------------------
          On July 28, 1993, the Company acquired all of the
     outstanding shares of Aceros Fortuna, S.A. de C.V., a
     Mexican steel distribution company, and two affiliated
     companies for cash of $20,400,000.  In addition, the Company
     paid $2,500,000 for agreements not to compete, and acquired
     equipment from an affiliated company in Mexico for
     $5,100,000.

          The acquisition has been accounted for using the
     purchase method of accounting, and accordingly, the purchase
     price has been allocated to the assets purchased and the
     liabilities assumed based upon the preliminary estimated
     fair values at the date of acquisition.  The excess of
     purchase price over the preliminary estimated fair values of
     the net assets acquired approximated $7,000,000 and has been
     recorded as goodwill, which is being amortized over 20
     years.
     

<PAGE>
5.  Acquisition of Wholly-Owned Subsidiaries, continued
     ----------------------------------------
          The operating results of these acquired businesses have
     been included in the Consolidated Statement of Income from
     the date of acquisition.  On the basis of a pro forma
     combination of the results of operations as if the
     acquisition had taken place at the beginning of the fiscal
     year 1993 rather than at July 28, 1993, combined net sales
     would have been $279,200,000 for the six months ended
     December 31, 1993, and $131,200,000 and $279,700,000 for the
     three and six months ended December 31, 1992, respectively. 
     Combined pro forma net income and earnings per share, before
     the cumulative effect of accounting changes, would not have
     been materially different from the reported amounts for the
     three and six months ended December 31, 1993 and 1992.  Such
     pro forma amounts are not necessarily indicative of what the
     actual combined results of operations might have been if the
     acquisition had been effective at the beginning of fiscal
     1993.

 6.  Changes in Accounting Principles
     --------------------------------
          During the fourth quarter of fiscal 1993, the Company
     adopted, retroactive to July 1, 1992, two new financial
     accounting standards, "Employers' Accounting for
     Postretirement Benefits Other than Pensions" (SFAS 106) and
     "Accounting for Income Taxes" (SFAS 109).

          SFAS 106 requires companies to accrue the cost of
     postretirement benefits over the years employees provide
     services to the date of their full eligibility for such
     benefits.  Previously, these costs were expensed as claims
     were incurred.  The Company elected to immediately recognize
     the transition obligation for benefits earned as of July 1,
     1992, resulting in a non-cash charge of $146,802,000 pre-tax
     ($87,113,000 after tax or $10.87 per share), representing
     the cumulative effect of the change in accounting.

          SFAS 109 changes the method of accounting for income
     taxes from the deferral method to the asset/liability
     method.  Under this method, deferred income taxes are
     determined based on enacted tax laws and rates, which are
     applied to the differences between the financial statement
     bases and tax bases of assets and liabilities.  The adoption
     of this statement resulted in a credit to income of
     $12,437,000 ($1.55 per share) principally for the cumulative
     effect of restating deferred taxes as of July 1, 1992 to
     current tax rates.

          Results for the three and six months ended December 31,
     1992 have been restated to include the effects of these
     accounting changes which reduced income before income taxes
     by $1,800,000 and $3,500,000 and income before the cumula-
     tive effect of accounting changes by $1,200,000 or $.14 per
     share and $2,300,000 or $.28 per share, respectively.

 
 
 
 
 7.  Subsequent Events - Debt Arrangements
     -------------------------------------
          In January 1994, the Company entered into a
     $150,000,000 financing arrangement with a number of banks,
     providing for the availability of $125,000,000 of revolving
     credit to January 1998 and lines of credit of $25,000,000. 
     Interest is based on short-term market rates or competitive
     bids.  This financing arrangement replaces the previous
     revolving credit and lines of credit arrangement.

          The Company has announced that on March 1, 1994, it
     will redeem the entire outstanding principal amount of
     $55,300,000 of its 12-7/8% sinking fund debentures due 2014. 
     The redemption price for the 12-7/8% debentures will be
     $1,061.62 per $1,000 of principal amount consisting of the
     principal amount and a redemption premium.  The premium paid
     for the redemption will result in an extraordinary charge of
     approximately $1,900,000 after taxes ($.24 per share) in the
     Company's third fiscal quarter ending March 31, 1994.  The
     debentures are being redeemed to reduce future interest
     costs.

          Funding for the redemption will come from the Company's
     current credit facilities or through the issuance of Medium-
     Term Notes.  On December 21, 1993, the Company filed a shelf 
     registration statement (effective January 6, 1994) with the 
     Securities and Exchange Commission for the issuance of up to 
     $100,000,000 of Medium-Term Notes.

 
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
       -------------------------------------------------------------
Second Quarter Results:
- ----------------------
     Net income for the quarter ended December 31, 1993 was $7.4
million or $.86 per share versus $1.9 million or $.19 per share
in the same quarter a year ago.  The improved results were
primarily due to higher sales volume and LIFO inventory
accounting effects.

     Sales revenues were $147.1 million, a 20 percent increase
over year-earlier sales.  Approximately two-thirds of the
increase resulted from improved sales volume of the Steel
Division offset by selling price reductions and a leaner product
mix.  The balance of the higher sales resulted from the inclusion
of the sales of Aceros Fortuna, a Mexican steel distribution
subsidiary, acquired in July 1993.

     Cost of sales as a percent of net sales decreased from 77
percent in last year's second fiscal quarter to 73 percent in the
current year's second quarter.  This improved cost level was due
primarily to lower inventory levels and the use of the LIFO
inventory valuation method which reduced costs by $2.5 million
before taxes in the December 1993, quarter and by $.6 million
last year's December quarter.  In addition, raw material costs
were 13 percent lower than a year ago and additional efficiencies
were achieved in manufacturing costs.

       
       
       
       

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
       -------------------------------------------------------------
                                (continued)

Six Months Results:
- ------------------
     Net income for the six months ended December 31, 1993 was
$10.1 million or $1.16 per share versus $4.6 million or $.47 per
share a year ago.

     Sales revenues increased by 5 percent to $276.6 million due
to the inclusion of Aceros Fortuna operations and to a 9 percent
unit volume improvement of the Steel Division.  These effects
were partially offset by unit selling price reductions and a
leaner product mix in domestic operations.

     Cost of sales were 74 percent of sales in the current fiscal
year versus 78 percent a year ago.  The favorable LIFO accounting
effects were $5.8 million before taxes in the six months ended
December 31, 1993 and $1.1 million in the same period a year ago. 
Raw material costs were lower by approximately 19 percent versus
those of a year ago.

     Earnings for the most recent six month period were adversely
affected by a one-time charge of $1.4 million, or $.19 per share
in the September 1993 quarter, to increase deferred tax
liabilities for the recently enacted change in the corporate
income tax rate.

































P
ART II - OTHER INFORMATION
- ---------------------------

     Item 1. Legal Proceedings.
     -------------------------
     There are no material pending legal proceedings to which the
Company is a party or of which its property is subject.  There
are no material proceedings to which any Director, Officer, or
affiliate of the Company, or any owner of more than five percent
of any class of voting securities of the Company, or any
associate of any Director, Officer, affiliate, or security holder
of the Company, is a party or has a material interest adverse to
the Company's interest.  There are no material proceedings with
environmental issues which involve a claim for damages, potential
sanctions or capital expenditures exceeding ten percent of the
current assets of the Company or which involve potential monetary
sanctions in excess of $100,000.


     Item 2. Changes in Securities.
     -----------------------------
     There has been no material modification of any class of
registered securities, except for a registration statement on
Form S-3 (Registration No. 33-51613) filed on December 21, 1993
with respect to the issuance of up to $100,000,000 of unsecured
medium term notes which registration statement became effective
on January 6, 1994.


     Item 4. Submission of Matters to a Vote of Security Holders.
     -----------------------------------------------------------
     The Annual Meeting of Stockholders of the Company was held
on October 25, 1993.  Set forth below is a description of the
matters voted upon and the number of votes cast for, against or
withheld, as well as the number of abstentions and broker
nonvotes, as applicable to each such matter.

     1.   Election Of Directors.  The following five directors
          were elected to the Board of Directors of the Company.
          There were no other nominees for director.

          A.   Dennis M. Draeger             
               Shares voted for:  6,907,741
               Shares withheld:  198,779
               Abstentions: N/A
               Broker nonvotes: N/A

          B.   Carl R. Garr                  
               Shares voted for:  6,885,068
               Shares withheld:  221,452
               Abstentions:  N/A
               Broker nonvotes:  N/A

          C.   Marlin Miller, Jr.
               Shares voted for:  6,908,026
               Shares withheld:  198,494
               Abstentions:  N/A
               Broker nonvotes:  N/A

          
          
          
          
          D.   Marcus C. Bennett
               Shares voted for:  6,902,728
               Shares withheld:  203,792
               Abstentions:  N/A
               Broker nonvotes:  N/A
     
          E.   Mylle H. Bell
               Shares voted for:  6,900,577
               Shares withheld:  205,943
               Abstentions:  N/A
               Broker nonvotes:  N/A
     
     2.   The accounting firm of Coopers & Lybrand was elected
          independent accountants for the year ending June 30,
          1994.

          Shares voted for: 7,000,731
          Shares voted against: 60,331
          Abstentions: 45,458
          Broker nonvotes: N/A

     3.   A stock-based incentive compensation plan for officers
          and key employees was approved. The plan succeeds a
          previous plan adopted by shareholders in 1977.

          Shares voted for: 4,166,594
          Shares voted against: 1,987,771
          Abstentions: 295,391
          Broker nonvotes: 656,764


     Item 5. Other Information. 
     -------------------------
     On January 25, 1994 the Company sent notice to the holders
of its 12-7/8% Debentures Due 2014 ("Debentures") that the
Company will redeem the full outstanding balance of such
Debentures in the principal amount of $55.3 million on March 1,
1994.  The redemption price will be at a premium over par equal
to $1,061.62 per $1,000 of principal amount of the Debentures.  
The redemption will result in an extraordinary charge of $1.9 
million after taxes ($.24 per share) to be taken in the quarter 
ending March 31, 1994.  The redemption will be made to reduce 
future interest costs.


     Item 6. Exhibits and Reports on Form 8-K.
     ----------------------------------------
          a.   The following documents are filed as exhibits:

               4.   Instruments defining the rights of security
                    holders, including indentures

                    A.   Indenture dated January 12, 1994 between
                         the Company and Morgan Guaranty Trust
                         Company of New York, as Trustee, related
                         to the Company's $100,000,000 of
                         unsecured medium term notes registered
                         under Registration No. 33-51613. 

               
               
               
               11.  Statement regarding computation of per share
                    earnings.

               23.  Additional Exhibits.

                    A. Press release dated January 25, 1994.

          b.   The Company filed no Reports on Form 8-K for
               events occurring during the quarter of the fiscal
               year covered by this report.  


     Item 3 is omitted as the answer is negative or the item is
not applicable.


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

                              CARPENTER TECHNOLOGY CORPORATION
                                          (Registrant)




Date: February 10, 1994        s/G. Walton Cottrell               
      -----------------        --------------------------------
                                 G. Walton Cottrell
                                 Sr. Vice President - Finance
                                   and Chief Financial Officer

























































































































                               EXHIBIT INDEX


Exhibit No.                        Title                             Page
- -----------                        -----                             ----

   4.             Instruments Defining Rights of Security
                       Holders, Including Indentures

               A.   Indenture dated January 12, 1994 
                    between the Company and Morgan 
                    Guaranty Trust Company of New York, 
                    as Trustee, related to the Company's
                    $100,000,000 of unsecured medium 
                    term notes registered under 
                    Registration No. 33-51613.                         E-2

  11.                Statement regarding computation 
                          of per share earnings.                       E-83

  23.                      Additional Exhibits.

               A.   Press release dated January 25, 1994.              E-84

































                                    E-1







<PAGE>





                        CARPENTER TECHNOLOGY CORPORATION



                                       TO


                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                                    Trustee





                                   INDENTURE

                          DATED AS OF JANUARY 12, 1994


<PAGE>

    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:


<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                                                INDENTURE SECTION
<S>            <C>                                                                                           <C>
Section  310   (a)(1)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        609
               (a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        609
               (a)(3)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Not Applicable
               (a)(4)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Not Applicable
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        608
                                                                                                             610
Section  311   (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        613
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        613
Section  312   (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        701
                                                                                                             702
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        702
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        702
Section  313   (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        703
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        703
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        703
               (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        703
Section  314   (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        704
               (a)(4)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        101
                                                                                                             1004
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Not Applicable
               (c)(1)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        102
               (c)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        102
               (c)(3)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Not Applicable
               (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Not Applicable
               (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        102
Section 315    (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        601
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        602
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        601
               (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        601
               (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        514
Section  316   (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        101
               (a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        502
                                                                                                             512
               (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        513
               (a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        Not Applicable
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        508
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        104
Section  317   (a)(1)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        503
               (a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        504
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1003
Section  318   (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        107
</TABLE>


NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be
       a part of the Indenture.


<PAGE>
 
                              TABLE OF CONTENTS


<TABLE>
<CAPTION>                                                                                                           
                                                                                                       PAGE   
                                                                                                                    
                                  ARTICLE ONE
                                                                                                                    
                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION
<S>            <C>                                                                                      <C>  
SECTION 101.   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1   
                                                                                                              
SECTION 102.   Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . .    8   
                                                                                                              
SECTION 103.   Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . .    9   
                                                                                                              
SECTION 104.   Acts of Holders; Record Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9   
                                                                                                              
SECTION 105.   Notices, Etc., to Trustee and Company. . . . . . . . . . . . . . . . . . . . . . . . .   11   
                                                                                                              
SECTION 106.   Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12   
                                                                                                              
SECTION
 107.   Conflict with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . .   12   
                                                                                                              
SECTION 108.   Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . .   12   
                                                                                                              
SECTION 109.   Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12   
                                                                                                              
SECTION 110.   Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12   
                                                                                                              
SECTION 111.   Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13   
                                                                                                              
SECTION 112.   Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13   
                                                                                                              
SECTION 113.   Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13   
                                                                                                              
                                  ARTICLE TWO                                                                 
                                                                                                              
                                SECURITY FORMS                                                                
                                                                                                              
SECTION 201.   Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13   
                                                                                                              
SECTION 202.   Form of Face of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14   
                                                                                                              
SECTION 203.   Form of Reverse of Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16   
                                                                                                              
SECTION 204.   Form of Legend for Global Securities . . . . . . . . . . . . . . . . . . . . . . . . .   20   
                                                                                                              
SECTION 205.   Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . . . . . .   21   


</TABLE>





                                      -i-
                                                                       
                                                                       


<PAGE>

<TABLE>
<CAPTION>
                                                                                                             PAGE
                                                                                                            
                                                                                                            
                                 ARTICLE THREE
                                                                                                            
                                THE SECURITIES
<S>            <C>                                                                                             <C>
SECTION 301.   Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
                                                                                                            
SECTION 302.   Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
                                                                                                            
SECTION 303.   Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . .    24
                                                                                                            
SECTION 304.   Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
                                                                                                            
SECTION 305.   Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . .    26
                                                                                                            
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . .    28
                                                                                                            
SECTION 307.   Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . .    28
                                                                                                            
SECTION 308.   Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
                                                                                                            
SECTION 309.   Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
                                                                                                            
SECTION 310.   Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
                                                                                                            
                                 ARTICLE FOUR
                                                                                                            
                          SATISFACTION AND DISCHARGE
                                                                                                            
SECTION 401.   Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . .    30
                                                                                                            
SECTION 402.   Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
                                                                                                            
                                 ARTICLE FIVE
                                                                                                            
                                   REMEDIES
                                                                                                            
SECTION 501.   Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
                                                                                                            
SECTION 502.   Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . .    34
                                                                                                            
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee. . . . . . . . . . . . . . .    35
</TABLE>
 
         
         
         
         
         
                                      -ii-


<PAGE>

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>            <C>                                                                                             <C>
SECTION 504.   Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
                                                                                                            
SECTION 505.   Trustee May Enforce Claims Without Possession of Securities. . . . . . . . . . . . . . . . .    36
                                                                                                            
SECTION 506.   Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
                                                                                                            
SECTION 507.   Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
                                                                                                            
SECTION 508.   Unconditional Right of Holder to Receive Principal, Premium and Interest . . . . . . . . . .    37
                                                                                                            
SECTION 509.   Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
                                                                                                            
SECTION 510.   Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
                                                                                                            
SECTION 511.   Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
                                                                                                            
SECTION 512.   Control by Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
                                                                                                            
SECTION 513.   Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
                                                                                                            
SECTION 514.   Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
                                                                                                            
SECTION 515.   Waiver of Usury, Stay or Extension Laws. . . . . . . . . . . . . . . . . . . . . . . . . . .    39
                                                                                                            
                                 ARTICLE SIX                                                                
                                                                                                            
                                 THE TRUSTEE                                                                
                                                                                                            
SECTION 601.   Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
                                                                                                            
SECTION 602.   Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
                                                                                                            
SECTION 603.   Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
                                                                                                            
SECTION 604.   Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . .    42
                                                                                                            
SECTION 605.   May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
                                                                                                            
SECTION 606.   Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
                                                                                                            
SECTION 607.   Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
                                                                                                            
SECTION 608.   Conflicting Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
                                                                                                            
SECTION 609.   Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . .    44
</TABLE>

        
        
        
        
        
                                     -iii-
                                          
                                          
                                          


<PAGE>

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>            <C>                                                                                             <C>
SECTION 610.   Resignation and Removal; Appointment of Successor. . . . . . . . . . . . . . . . . . . . . .    44
                                                                                                            
SECTION 611.   Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
                                                                                                            
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business. . . . . . . . . . . . . . . . .    47
                                                                                                            
SECTION 613.   Preferential Collection of Claims Against Company. . . . . . . . . . . . . . . . . . . . . .    47
                                                                                                            
SECTION 614.   Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
                                                                                                            
                                 ARTICLE SEVEN
                                                                                                            
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
                                                                                                            
SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders. . . . . . . . . . . . . . . . . .    49
                                                                                                            
SECTION 702.   Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . . .    50
                                                                                                            
SECTION 703.   Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
                                                                                                            
SECTION 704.   Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
                                                                                                            
                                 ARTICLE EIGHT
                                                                                                            
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
                                                                                                            
SECTION 801.   Company May Consolidate, Etc, Only on Certain Terms. . . . . . . . . . . . . . . . . . . . .    51
                                                                                                            
SECTION 802.   Successor Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
                                                                                                            
                                 ARTICLE NINE
                                                                                                            
                            SUPPLEMENTAL INDENTURES
                                                                                                            
SECTION 901.   Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . .    52
                                                                                                            
SECTION 902.   Supplemental Indentures With Consent of Holders. . . . . . . . . . . . . . . . . . . . . . .    53
                                                                                                            
SECTION 903.   Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
                                                                                                            
SECTION 904.   Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
                                                                                                            
SECTION 905.   Conforming with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
</TABLE>
                                                                   
                                                                           
                                                                           
                                                                           
                                                                           
                                                                           
                                      -iv-                                 
                                                                           
                                                                           
                                               
                                               


<PAGE>

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>            <C>                                                                                              <C>
SECTION 906.   Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . .   55
                                                                                                             
                                 ARTICLE TEN                                                                 
                                                                                                             
                                  COVENANTS                                                                  
                                                                                                             
SECTION 1001.  Payment of Principal, Premium and Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .  55
                                                                                                             
SECTION 1002.  Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
                                                                                                             
SECTION 1003.  Money for Securities Payments to Be Held in Trust. . . . . . . . . . . . . . . . . . . . . . .   56
                                                                                                             
SECTION 1004.  Statement by Officers as to Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
                                                                                                             
SECTION 1005.  Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
                                                                                                             
SECTION 1006.  Maintenance of Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
                                                                                                             
SECTION 1007.  Payment of Taxes and Other Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
                                                                                                             
SECTION 1008.  Restrictions on Secured Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
                                                                                                             
SECTION 1009.  Restrictions on Sales and Leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
                                                                                                                
SECTION 1010.  Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
                                                                                                             
                                ARTICLE ELEVEN                                                               
                                                                                                             
                           REDEMPTION OF SECURITIES                                                          
                                                                                                             
SECTION 1101.  Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
                                                                                                             
SECTION 1102.  Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
                                                                                                             
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . .   61
                                                                                                             
SECTION 1104.  Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
                                                                                                             
SECTION 1105.  Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
                                                                                                             
SECTION 1106.  Securities Payable on Redemption Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
                                                                                                             
SECTION 1107.  Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
</TABLE>
                                      
                                              
                                              
                                              
                                              
                                              
                                      -v-     
                                              
                                              
                                              


<PAGE>

<TABLE>
<CAPTION>
                                                                                                             PAGE
                                ARTICLE TWELVE                                                              
                                                                                                            
                                SINKING FUNDS                                                               
<S>            <C>                                                                                             <C>
                                                                                                            
SECTION 1201.  Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
                                                                                                            
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities. . . . . . . . . . . . . . . . . . . .    64
                                                                                                            
SECTION 1203.  Redemption of Securities for Sinking Fund. . . . . . . . . . . . . . . . . . . . . . . . . .    64
                                                                                                            
                               ARTICLE THIRTEEN                                                             
                                                                                                            
                      DEFEASANCE AND COVENANT DEFEASANCE                                                    
                                                                                                            
SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . .    65
                                                                                                            
SECTION 1302.  Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
                                                                                                            
SECTION 1303.  Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
                                                                                                            
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . .    66
                                                                                                            
SECTION 1305.  Deposited Money and U.S. Government Obligations to Be Held                                   
                     in Trust; Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . .    68
                                                                                                            
SECTION 1306.  Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    69
</TABLE>
                                     
                                             
                                             
                                             
                                             
                                             
                                      -vi-   
                                             
                                             
                                             


<PAGE>
         INDENTURE, dated as of January 12, 1994, between CARPENTER TECHNOLOGY
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the ''Company''), having its principal office
at 101 West Bern Street, Reading, Pennsylvania and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, a banking corporation duly organized and existing under
the laws of the State of New York, as Trustee (herein called the ''Trustee'').


                            RECITALS OF THE COMPANY

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.     Definitions.

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

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

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

                 (3)  all accounting terms not otherwise defined herein have
         the meaning assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term ''generally accepted accounting principles'' with





                                      -1-


<PAGE>
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         this instrument;

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

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

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

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

         ''Attributable Debt'' means, as to any particular lease under which
any Person is at the time liable and at any date as of which the amount thereof
is to be determined, the total net amount of rent required to be paid by such
person under such lease during the remaining primary term thereof, discounted
from the respective due dates thereof to such date at the same rate per annum
as the rate of interest borne by the Outstanding Securities, on a weighted
average basis.  The net amount of rent required to be paid under any such lease
for any such period shall be the aggregate amount of the rent payable by the
lessee with respect to such period after excluding amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges.  In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

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

         ''Board of Directors'' means either the board of directors of the
Company or committee of that board duly authorized to act for it in respect
hereof.

         ''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.





                                      -2-


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

         ''Capital Stock'', as applied to the stock of any corporation, means
the capital stock of every class whether now or hereafter authorized,
regardless of whether such capital stock shall be limited to a fixed sum or
percentage with respect to the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of such corporation.

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

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

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

         ''Consolidated Net Tangible Assets'' means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all liabilities other than (a) deferred income taxes,
(b) Funded Debt and (c) shareholders' equity (including all preferred stock
whether or not redeemable) and (ii) all goodwill, trade names, trademarks,
patents, organization expenses and other like intangibles, all as set forth on
the most recent balance sheet of the Company and its consolidated Subsidiaries
and computed in accordance with generally accepted accounting principles.

         ''Corporate Trust Office'' means the principal office of the Trustee
in New York, New York at which at any particular time its corporate trust
business shall be administered.

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

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

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

         ''Defeasance'' has the meaning specified in Section 1302.





                                      -3-


<PAGE>
         ''Depositary'' means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

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

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


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

         ''Funded Debt'' means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized at the date of such computation and to be included for the
purposes of the definition of Consolidated Net Tangible Assets both as an asset
and as Funded Debt at the respective amounts so capitalized).

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

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

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

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

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

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





                                      -4-


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

         ''Notice of Default'' means a written notice of the kind specified in
Section 501(4) or 501(5).

         ''Officers' Certificate'' means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

         ''Opinion of Counsel'' means a written opinion of counsel, who may be
an employee of or counsel for the Company, or other counsel acceptable to the
Trustee.

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

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

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

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

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

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





                                      -5-


<PAGE>
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded.  Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

         ''Person'' means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof or any other entity.

         ''Place of Payment'', when used with respect to any Security, means
the place or places where the principal of and any premium and interest on that
Security are payable as specified pursuant to this Indenture.

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

         ''Principal Property'' means any manufacturing or processing plant or
warehouse owned at the date of the Indenture or thereafter acquired by the
Company or any Restricted Subsidiary of the Company which is located within the
United States of America and the gross book value (including related land and
improvements thereon and all machinery and equipment included therein





                                      -6-


<PAGE>
without deduction of any depreciation reserves) of which on the date as of
which the determination is being made exceeds 2% of Consolidated Net Tangible
Assets, other than (i) any property which in the opinion of the Company's Board
of Directors is not of material importance to the total business conducted by
the Company as an entirety or (ii) any portion of a particular property which
is similarly found not to be of material importance to the use or operation of
such property.

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

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

         ''Regular Record Date'' for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose pursuant to this Indenture.

         ''Responsible Officer'', when used with respect to the Trustee, means
any officer of the Trustee assigned by it to administer its corporate trust
matters.

         ''Restricted Subsidiary'' means a Subsidiary of the Company (i)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the United States of America and (ii)
which owns a Principal Property.

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

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

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

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

         ''Stated Maturity'', when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such instalment of principal or interest is due and payable.

         ''Subsidiary'' means any corporation more than 50% of the outstanding
voting stock of which is owned or controlled, directly or indirectly, by (i)
the Company, (ii) the Company and one or more Subsidiaries or (iii) one or more
Subsidiaries.  For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class has such voting power by reason of any
contingency.





                                      -7-


<PAGE>
         ''Trust Indenture Act'' means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed and any statute
successor thereto, in each case as amended from time to time.

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

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

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

SECTION 102.     Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

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

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

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

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





                                      -8-


<PAGE>
SECTION 103.     Form of Documents Delivered to Trustee.

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

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

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

SECTION 104.     Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the ''Act'' of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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





                                      -9-


<PAGE>
or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient.

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

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

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date.  Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

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





                                      -10-


<PAGE>
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company's expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.

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

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

SECTION 105.     Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

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

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





                                      -11-


<PAGE>
SECTION 106.     Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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


SECTION 107.     Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

SECTION 108.     Effect of Headings and Table of Contents.

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

SECTION 109.     Successors and Assigns.

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

SECTION 110.     Separability Clause.

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





                                      -12-


<PAGE>
SECTION 111.     Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112.     Governing Law.

         This Indenture and the Securities shall be governed by and construed
in accordance with the law of the State of New York.

SECTION 113.     Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity.


                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.     Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution or indenture supplemental hereto, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Securities.





                                      -13-


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

SECTION 202.     Form of Face of Security.

 [Insert any legend required by the Internal Revenue Code and the regulations
         thereunder.]





                                      -14-


<PAGE>
                        CARPENTER TECHNOLOGY CORPORATION


No. ............                                              $.................

         Carpenter Technology Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the ''Company'', which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _________________________, or
registered assigns, the principal sum of ____________________ Dollars on
____________________________ [if the Security is to bear interest prior to
Maturity, insert --, and to pay interest thereon from ________________ or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on __________ and ____________ in each year,
commencing ____________________, at the rate of ___% per annum, until the
principal hereof is paid or made available for payment [if applicable, insert
- --, provided that any principal and premium, and any such instalment of
interest, which is overdue shall bear interest at the rate of ___% per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
____________ or ____________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be set by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].

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





                                      -15-


<PAGE>
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on any overdue interest shall
be payable on demand.]]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in __________________, of the
United States of America as at the time of payment is legal tender for payment
of public and private debts [if applicable insert -- ; provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register].

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

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

         In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:



                                        CARPENTER TECHNOLOGY CORPORATION


                                        By______________________________
Attest:

______________________________


SECTION 203.     Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the ''Securities''), issued and to be issued in one or
more series under an Indenture, dated as of ______________  (herein called the
''Indenture'', which term shall have the meaning assigned to it in such
instrument), between the Company and _______________, as Trustee (herein called
the ''Trustee'', which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one





                                      -16-


<PAGE>
of the series designated on the face hereof [IF APPLICABLE, INSERT --, limited
in aggregate principal amount to $__________].

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

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

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______________ in
each year commencing with the year __________ and ending with the year ________
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [IF
APPLICABLE, INSERT -- on or after __________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning ____________ of the years indicated,





                                      -17-


<PAGE>
                       REDEMPTION PRICE     
                        FOR REDEMPTION                REDEMPTION PRICE FOR
                       THROUGH OPERATION              REDEMPTION OTHERWISE
                            OF THE                   THAN THROUGH OPERATION
      YEAR               SINKING FUND                  OF THE SINKING FUND  
      ----            ------------------             -----------------------
                                            
                                            
                                            
                                            
              
              
and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

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

         [IF APPLICABLE, INSERT -- The sinking fund for this series provides
for the redemption on    __________________ in each year beginning with the
year _________ and ending with the year _____________ of [IF APPLICABLE, INSERT
- -- not less than $_________ (''mandatory sinking fund'') and not more than
$____________ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [IF APPLICABLE, INSERT -- mandatory] sinking fund payments may be
credited against subsequent [IF APPLICABLE, INSERT -- mandatory] sinking fund
payments otherwise required to be made [IF APPLICABLE, INSERT --, in the
inverse order in which they become due].]

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





                                      -18-


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

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

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

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

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





                                      -19-


<PAGE>
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

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

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

         The Securities of this series are issuable only in registered form
without coupons in denominations of $100,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

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

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

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

SECTION 204.     Form of Legend for Global Securities.

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

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME





                                      -20-


<PAGE>
         OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
         EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
         TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
         THE NOMINEE OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
         THEREOF, EXCEPT IN THE CITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205.     Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

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


                                        MORGAN GUARANTY TRUST COMPANY OF NEW
                                                  YORK, As Trustee


                                        By______________________________________
                                                              Authorized Officer




                                 ARTICLE THREE

                                 THE SECURITIES


SECTION 301.     Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution or one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

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





                                      -21-


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

                 (3)      the Person to whom any interest on a security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

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

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

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

                 (7)      the period or periods within which, the price or
         prices at which and the terms and conditions upon which any Securities
         of the series may be redeemed,in whole or in part, at the option of
         the Company and, if other than by a Board Resolution, the manner in
         which any election by the Company to redeem the Securities shall be
         evidenced;

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

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

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

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





                                      -22-


<PAGE>
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of ''Outstanding'' in Section
         101;

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

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

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

                 (15)     if applicable, that the Securities of the series, in
         whole or any specified part shall be defeasible pursuant to Section
         1302 or Section 1303 or both such Sections and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

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

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





                                      -23-


<PAGE>
                 (18)     any addition to or change in the covenants set forth
         in Article Ten which applies to Securities of the series; and

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


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

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution or indenture supplemental hereto, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

SECTION 302.     Denominations.

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

SECTION 303.     Execution, Authentication, Delivery and Dating.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities.  In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,





                                      -24-


<PAGE>
                 (1)   that the form of such Securities has been established
         in conformity with the provisions of this Indenture;

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

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

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

         Notwithstanding the provisions of Sections 201 and 301 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the record of action,
the Company Order and Opinion of Counsel otherwise required thereby at or prior
to the authentication of each Security of such series, if such documents (with
appropriate modifications) are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued and
reasonably contemplate the issuance of all securities of such series.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

SECTION 304.     Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized





                                      -25-


<PAGE>
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount.  Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and
tenor.

SECTION 305.     Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the ''Security Register'') in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities. The Trustee is
hereby appointed ''Security Registrar'' for the purpose of registering
Securities and transfers of Securities as herein provided.

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

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency.  Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder mailing the exchange
is entitled to receive.

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

         Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written





                                      -26-


<PAGE>
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.

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

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

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

                 (1)      Each Global Security authenticated under this
         Indenture shall be registered in the name of the Depositary designated
         for such Global Security or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Security shall constitute a single Security for all purposes of
         this Indenture.

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

                 (3)      Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct.

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





                                      -27-


<PAGE>
         the name of a Person other than the Depositary for such Global 
         Security or a nominee thereof.

SECTION 306.     Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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

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

SECTION 307.     Payment of Interest; Interest Rights Preserved.

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





                                      -28-


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

                 (1)   The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of
         such series (or their respective Predecessor Securities) are
         registered at the close of business on a Special Record Date for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner.  The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         of such series and the date of the proposed payment, and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause
         provided.  Thereupon the Trustee shall fix a Special Record Date for
         the payment of such Defaulted Interest which shall be not more than 15
         days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment.  The Trustee shall promptly notify
         the Company of such Special Record Date and, in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         given to each Holder of Securities of such series in the manner set
         forth in Section 106, not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been so mailed, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date
         and shall no longer be payable pursuant to the following Clause (2).

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

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





                                      -29-


<PAGE>
SECTION 308.     Persons Deemed Owners.

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

SECTION 309.     Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it.  The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of in accordance
with the Trustee's customary practices unless otherwise directed by a Company
Order.

SECTION 310.     Computation of Interest.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.     Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                 (1)      either





                                      -30-


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

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

                                  (i) have become due and payable, or

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

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

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

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

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

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

SECTION 402.     Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
(without liability for the payment of interest





                                      -31-


<PAGE>
thereon or the investment thereof) and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has
been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES



SECTION 501.     Event of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

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

                 (2)      default in the payment of the principal of or any
         premium on any Security of that series at its Maturity; or

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

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

                 (5) a default by the Company or any of its Restricted
         Subsidiaries under any bond, debenture, note or other evidence of
         indebtedness for money borrowed (including a default with respect to
         Securities of any series other than that series) in excess of
         $3,000,000, under





                                      -32-


<PAGE>
         any capitalized lease which is treated under generally accepted
         accounting principles as a consolidated liability in excess of
         $3,000,000, or under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         indebtedness for money borrowed in excess of $3,000,000, whether such
         indebtedness or liability now exists or shall hereafter be created,
         which default (i) consists of the failure to pay any indebtedness or
         liability upon its stated maturity or (ii) shall have resulted in such
         indebtedness or liability becoming or being declared due and payable
         prior to the date on which it would otherwise have become due and
         payable, without such acceleration having been rescinded or annulled,
         or such indebtedness or liability having been discharged, within a
         period of 10 days after there shall have been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and
         the Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Securities of that series a written notice specifying such
         default and requiring the Company to cause such acceleration to be
         rescinded or annulled or cause such indebtedness or liability to be
         discharged, and stating that such notice is a "Notice of Default"
         hereunder; provided, however, that, subject to the provisions of
         Sections 601 and 602, the Trustee shall not be deemed to have
         knowledge of such default unless either (A) a Responsible Officer of
         the Trustee shall have actual knowledge of such default or (B) the
         Trustee shall have received written notice thereof from the Company,
         from any Holder, from the holder of any such indebtedness or from the
         trustee under any such applicable debt instrument; or

                 (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 60 consecutive
         days; or

                 (7) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case
         or proceeding to be adjudicated a bankrupt or insolvent, or the
         consent by it to the entry of a decree or order for relief in respect
         of the Company in an involuntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against it, or the filing by it of a
         petition or answer or consent seeking reorganization or relief under
         any applicable Federal or State law, or the consent by it to the
         filing of such petition or to the appointment of or taking possession
         by a custodian, receiver, liquidator, assignee, trustee, sequestrator
         or other similar official of the Company or of any substantial part of
         its property, or the making by it of an assignment for the benefit of





                                      -33-


<PAGE>
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action; or

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


SECTION 502.     Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on
the part of the Trustee or any Holder, become immediately due and payable.

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

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

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

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

                          (C) to the extent that payment of such interest is
                 lawful, interest upon overdue interest at the rate or rates
                 prescribed therefor in such Securities, and

                          (D) all sums paid or advanced by the Trustee
                 hereunder and all amounts owing the Trustee under Section 607;





                                      -34-


<PAGE>
         and

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

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


SECTION 503.     Collection of Indebtedness and Suits for Enforcement by
                 Trustee.

         The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including all amounts owing the Trustee under Section 607.

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


SECTION 504.     Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property





                                      -35-


<PAGE>
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it under Section 607.

         No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.


SECTION 505.     Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all amounts owing the Trustee under Section 607,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.


SECTION 506.     Application of Money Collected.

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

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

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





                                      -36-


<PAGE>
SECTION 507.     Limitation on Suits.

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


SECTION 508.     Unconditional Right of Holder to Receive Principal, Premium
                 and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
307) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.





                                      -37-


<PAGE>
SECTION 509.     Restoration of Rights and Remedies.

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


SECTION 510.     Rights and Remedies Cumulative.

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


SECTION 511.     Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.


SECTION 512.     Control by Holder.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

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

                 (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and





                                      -38-


<PAGE>
                 (3) such direction shall not involve the Trustee in personal
         liability or be unjustly prejudicial to Holders not joining therein
         (it being understood that the Trustee shall have no responsibility to
         determine such prejudice).


SECTION 513.     Waiver of Past Defaults.

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

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

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

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


SECTION 514.     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Trustee
or the Holders of 10% in aggregate principal amount of Outstanding Securities
of any series.


SECTION 515.     Waiver of Usury, Stay or Extension Laws.

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





                                      -39-


<PAGE>
                                  ARTICLE SIX

                                  THE TRUSTEE


SECTION 601.     Certain Duties and Responsibilities.

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

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

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

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

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

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





                                      -40-


<PAGE>
                 (3)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders pursuant to Section 512 relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture.

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

         The provisions of this Section 601 are in furtherance of and subject
to Section 315 of the Trust Indenture Act of 1939.


SECTION 602.     Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


SECTION 603.     Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

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

                 (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any





                                      -41-


<PAGE>
         action hereunder, the Trustee (unless other evidence be herein
         specifically prescribed) may, in the absence of bad faith on its part,
         rely upon an Officers' Certificate;

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

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

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

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


SECTION 604.     Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


SECTION 605.     May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise deal with the Company





                                      -42-


<PAGE>
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


SECTION 606.     Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law.  The Trustee shall be
under no liability for interest on or investment of any money received by it
hereunder except as otherwise agreed with the Company, and any interest on or
investment of any money received by it shall be for the exclusive benefit of
the Company.


SECTION 607.     Compensation and Reimbursement.

         The Company agrees

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

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

                          (3)     to indemnify the Trustee for, and to defend
                 and hold it harmless against, any loss, liability or expense
                 arising out of or in connection with the acceptance or
                 administration of the trust or trusts hereunder or the
                 performance of its duties hereunder, including the costs and
                 expenses of defending itself against any claim or liability in
                 connection with the exercise or performance of any of its
                 powers or duties hereunder, except to the extent any such
                 loss, liability or expense may be attributable to its
                 negligence or bad faith.

                 To secure the Company's payment of obligations in this Section
607, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in
trust to pay principal of and interest on particular Securities.

                 The Company's payment obligations pursuant to this Section 607
shall survive the discharge of this Indenture.





                                      -43-


<PAGE>
                 "Trustee" for purposes of this Section 607 includes the
Trustee, every predecessor Trustee, any Paying Agent, Authenticating Agent,
Registrar or other agent of the Company or the Trustee appointed hereunder, but
the negligence or bad faith of any such person shall not affect the rights of
any other such person under this Section 607.


SECTION 608.     Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series, a trustee under the Indenture for the
Company's 12-7/8% Debentures due 2014 or a trustee under the Indenture for the
Company's 9% Debentures due 2022.


SECTION 609.     Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


SECTION 610.     Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

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





                                      -44-


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

         If at any time:

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

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

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

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

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





                                      -45-


<PAGE>
         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


SECTION 611.     Acceptance of Appointment by Successor.

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

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





                                      -46-


<PAGE>
by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

         Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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


SECTION 612.     Merger, Conversion, Consolidation or Succession to Business.

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


SECTION 613.     Preferential Collection of Claims Against Company.

         Reference is made to Section 311 of the Trust Indenture Act, for
purposes of which the following terms shall have the following meanings:

         (a)     the term "cash transaction" means any transaction in which
         full payment for goods or securities sold is made within seven days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks or bankers and payable upon demand.

         (b)     the term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares
         or merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security, provided the
         security is received by the Trustee simultaneously with the creation
         of the creditor relationship with the Company arising form the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.





                                      -47-


<PAGE>
SECTION 614.     Appointment of Authenticating Agent.

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

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

         An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.





                                      -48-


<PAGE>
         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

                                        Morgan Guaranty Trust Company of New
                                                  York, As Trustee


                                        By:_____________________________________
                                                  As Authenticating Agent


                                        By:_____________________________________
                                                    Authorized Officer


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.     Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

                 (1)      semi-annually, not later than March 31 and September
         30 in each year, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities of
         each series as of the preceding March 16 or September 15, as the case
         may be, and

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





                                      -49-


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


SECTION 702.     Preservation of Information; Communications to Holders.

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

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

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


SECTION 703.     Reports by Trustee.

         The Trustee shall transmit to Holders such reports, if any, concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto; provided that reports pursuant to Section 313(a), if any, shall be
transmitted on or before each July 15 and dated as of the preceding May 15.

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


SECTION 704.     Reports by Company.

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





                                      -50-


<PAGE>
                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801.     Company May Consolidate, Etc, Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any person, unless:

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

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

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


SECTION 802.     Successor Substituted.

         Upon any consolidation or merger or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.





                                      -51-


<PAGE>
                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.     Supplemental Indentures Without Consent of Holders.

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

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

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

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

                 (4)      to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                 (5)      to add to, change or eliminate any of the provisions
         of this Indenture in respect of one or more series of Securities,
         provided 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 such Security Outstanding; or

                 (6)      to secure the Securities pursuant to the requirements
         of Section 1008 or otherwise; or

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





                                      -52-


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

                 (9)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect.


SECTION 902.     Supplemental Indentures With Consent of Holders.

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

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

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

                 (3)      modify any of the provisions of this Section, Section
         513 or Section 1010, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each





                                      -53-


<PAGE>
         Outstanding Security affected thereby; provided, however, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section and Section 1010 or the deletion of this
         proviso, in accordance with the requirements of Sections 611 and
         901(8).

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

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


SECTION 903.     Execution of Supplemental Indentures.

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


SECTION 904.     Effect of Supplemental Indentures.

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


SECTION 905.     Conforming with Trust Indenture Act.

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





                                      -54-


<PAGE>
SECTION 906.     Reference in Securities to Supplemental Indentures.

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


                                  ARTICLE TEN

                                   COVENANTS


SECTION 1001.    Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.


SECTION 1002.    Maintenance of Office or Agency.

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

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





                                      -55-


<PAGE>
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


SECTION 1003.    Money for Securities Payments to Be Held in Trust.

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

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

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

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

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





                                      -56-


<PAGE>
SECTION 1004.    Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate stating that in the course of the performance by the signers of
their duties as Officers of the Company they would normally have knowledge of
any Default by the Company and whether or not the signers know of any Default
that occurred during such period.  If they do, the certificate shall describe
the Default, its status and what action the Company is taking or proposes to
take with respect thereto.  The Company also shall comply with Section
314(a)(4) of the Trust Indenture Act.


SECTION 1005.    Existence.

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


SECTION 1006.    Maintenance of Properties.

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


SECTION 1007.    Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax,





                                      -57-


<PAGE>
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.


SECTION 1008.    Restrictions on Secured Debt.

         The Company will not itself, and will not permit any Restricted
Subsidiary to, incur, issue, assume or guarantee any loans, whether or not
evidenced by negotiable instruments or securities, or any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed
(loans, and notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed being hereinafter in this Section called "Debt"), secured
after the date hereof by pledge of, or mortgage or lien on, any Principal
Property of the Company or any Restricted Subsidiary or any shares of Capital
Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens
being hereinafter in this Section called "Mortgage" or "Mortgages"), without
effectively providing that the Securities (together with, if the Company shall
so determine, any other Debt of the Company or such Restricted Subsidiary then
existing or thereafter created which is not subordinated to the Securities)
shall be secured equally and ratably with (or, at the option of the Company,
prior to) such secured Debt, so long as such secured Debt shall be so secured,
unless, after giving effect thereto, the aggregate amount of all such secured
Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries
with respect to sale and leaseback transactions to which Section 1009 is
applicable would not exceed 5% of Consolidated Net Tangible Assets; provided,
however, that this Section shall not apply to, and there shall be excluded from
secured Debt in any computation under this Section, Debt secured by:

                 (1)  Mortgages on property of, or on any shares of Capital
         Stock of or Debt of, any corporation existing at the time such
         corporation becomes a Restricted Subsidiary;

                 (2)  Mortgages in favor of the Company or any Restricted
         Subsidiary;

                 (3)  Mortgages in favor of any governmental body to secure
         progress, advance or other payments pursuant to any contract or
         provision of any statute;

                 (4)  Mortgages on property, shares of Capital Stock or Debt
         existing at the time of acquisition thereof (including acquisition
         through merger or consolidation) or to secure the payment of all or
         any part of the purchase price thereof or construction thereon or to
         secure any Debt incurred prior to, at the time of, or within 180 days
         after the later of the acquisition of such property, shares of Capital
         Stock or Debt or the completion of construction for the purpose of
         financing all or any part of the purchase price thereof or
         construction thereon;

                 (5)  Mortgages securing obligations issued by a State,
         territory or possession of the United States, any political
         subdivision of any of the foregoing, or the District of Columbia, or
         any instrumentality of any of the foregoing to finance the acquisition
         or construction of property, and on which the interest is not, in the
         opinion of tax counsel of recognized





                                      -58-


<PAGE>
         standing or in accordance with a ruling issued by the Internal Revenue
         Service, includible in gross income of the holder by reason of Section
         103(a)(1) of the Internal Revenue Code of 1986, as amended, (or any
         successor to such provision) as in effect at the time of the issuance
         of such obligations; or

                 (6)  any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Mortgage referred to in the foregoing clauses (1) to (5), inclusive;
         provided, however, that such extension, renewal or replacement
         Mortgage shall be limited to all or part of the same property, shares
         of Capital Stock or Debt that secured the Mortgage extended, renewed
         or replaced (plus improvements on such property).


SECTION 1009.    Restrictions on Sales and Leasebacks.

         The Company will not itself, and will not permit any Restricted
Subsidiary to, enter into any transaction after the date hereof with any bank,
insurance company or other lender or investor, or any such transaction to which
any such bank, company, lender or investor is a party, providing for the
leasing by the Company or a Restricted Subsidiary of any Principal Property
which has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such bank, company, lender or investor, or any person
to whom funds have been or are to be advanced by such bank, company, lender or
investor on the security of such Principal Property (herein referred to as a
"sale and leaseback transaction") unless, after giving effect thereto, the
aggregate amount of all Attributable Debt with respect to all such transactions
plus all secured Debt to which Section 1008 is applicable would not exceed 5%
of Consolidated Net Tangible Assets.  This covenant shall not apply to, and
there shall be excluded from Attributable Debt in any computation under this
Section 1009 Attributable Debt with respect to, any sale and leaseback
transaction if:

                 (1)  the lease in such sale and leaseback transaction is for a
         period, including renewal rights, of not in excess of three years, or

                 (2)  the Company or a Restricted Subsidiary, within 180 days
         after the sale or transfer shall have been made by the Company or by a
         Restricted Subsidiary, applied an amount equal to the greater of the
         net proceeds of the sale of the Principal Property leased pursuant to
         such arrangement or the fair market value of the Principal Property so
         leased at the time of entering into such arrangement (as determined in
         any manner approved by the Board of Directors) to

                          (a)  the retirement of the Securities, other Funded
                 Debt of the Company ranking on a parity with or senior to the
                 Securities, or Funded Debt of a Restricted Subsidiary;
                 provided, however, that the amount to be applied to the
                 retirement of such Funded Debt of the Company or a Restricted
                 Subsidiary shall be reduced by (x) the principal amount of any
                 Securities (or other notes or debentures constituting such
                 Funded Debt) delivered within such 180-day period to the
                 Trustee or other applicable





                                      -59-


<PAGE>
         trustee for retirement and cancellation and (y) the principal amount
         of such Funded Debt, other than items referred to in the preceding
         clause (x), voluntarily retired by the Company or a Restricted
         Subsidiary within 180 days after such sale; provided further, however,
         that, notwithstanding the foregoing, no retirement referred to in this
         clause (a) may be effected by payment at maturity or pursuant to any
         mandatory sinking fund payment or any mandatory prepayment provisions;
         or

                          (b)  the purchase of other property which will
                 constitute a Principal Property having a fair market value, in
                 the opinion of the Board of Directors, at least equal to the
                 fair market value of the Principal Property leased in such
                 sale and leaseback transaction, or

                 (3)  such sale and leaseback transaction is entered into prior
         to, at the time of, or within 180 days after the later of the
         acquisition of the Principal Property or the completion of
         construction thereon, or

                 (4)  the lease in such sale and leaseback transaction secures
         or relates to obligations issued by a State, territory or possession
         of the United States, or any political subdivision of any  of the
         foregoing, the District of Columbia, or any instrumentality of any of
         the foregoing to finance the acquisition or construction of property,
         and on which the interest is not, in the opinion of tax counsel of
         recognized standing or in accordance with a ruling issued by the
         Internal Revenue Service, includible in gross income of the holder by
         reason of Section 103(a)(1) of the Internal Revenue Code of 1986, as
         amended, (or an successor to such provision) as in effect at the time
         of the issuance of such obligations, or

                 (5)  such sale and leaseback transaction is entered into
         between the Company and a Restricted Subsidiary or between Restricted
         Subsidiaries.


SECTION 1010.    Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such series or Sections 1008
to 1009, inclusive, if before the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.





                                      -60-


<PAGE>
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101.    Applicability of Article.

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


SECTION 1102.    Election to Redeem; Notice to Trustee.

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


SECTION 1103.    Selection by Trustee of Securities to Be Redeemed.

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





                                      -61-


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

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

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


SECTION 1104.    Notice of Redemption.

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

         All notices of redemption shall state:

                 (1)      the Redemption Date,

                 (2)      the Redemption Price and any accrued interest,

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

                 (4)      that on the Redemption Date the Redemption Price and
         any accrued interest will become due and payable upon each such
         Security to be redeemed and, if applicable, that interest thereon will
         cease to accrue on and after said date (unless the Company shall
         default in the payment of the Redemption Price and accrued interest),

                 (5)      the place or places where each such Security is to be
         surrendered for payment of the Redemption Price and any accrued
         interest, and
                 '
                 (6)      that the redemption is for a sinking fund, if such is
         the case.






                                      -62-


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


SECTION 1105.    Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.


SECTION 1106.    Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

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


SECTION 1107.    Securities Redeemed in Part.

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





                                      -63-


<PAGE>
                                 ARTICLE TWELVE

                                 SINKING FUNDS


SECTION 1201.    Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

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


SECTION 1202.    Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


SECTION 1203.    Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund





                                      -64-


<PAGE>
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301.    Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.


SECTION 1302.    Defeasance and Discharge.

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





                                      -65-


<PAGE>
SECTION 1303.    Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Section 801,
Sections 1005 through 1009, inclusive, and any covenants provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1006 through 1009, inclusive,
and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)),
501(5) and 501(8) shall be deemed not to be or result in an Event of Default,
in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected
thereby.


SECTION 1304.    Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

                 (1)      The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of such Securities, (A) money in an amount, or
         (B) U.S.  Government Obligations which through the scheduled payment
         of principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination thereof, in each
         case sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which
         shall be applied by the Trustee (or any such other qualifying trustee)
         to pay and discharge, the principal of and any premium and interest on
         such Securities on the respective Stated Maturities, in accordance
         with the terms of this Indenture and such Securities. As used herein,
         "U.S. Government Obligation" means (x) any security which is (i) a
         direct obligation of the United States of America for the payment of
         which the full faith and credit of the United States of America is
         pledged or (ii) an obligation of a Person controlled or supervised by
         and acting as an agency or instrumentality of the United States of
         America the payment of which is unconditionally guaranteed as a full
         faith and credit





                                      -66-


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

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

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

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

                 (5)      No event which is, or after notice or lapse of time
         or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 501(6) and (7), at any time on or prior to
         the 90th day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 90th
         day).

                 (6)      Such Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest within the meaning of
         the Trust Indenture Act.





                                      -67-


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

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

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


SECTION 1305.    Deposited Money and U.S. Government Obligations to Be Held
                 in Trust; Miscellaneous Provisions.

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

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

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





                                      -68-


<PAGE>
SECTION 1306.    Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust pursuant to Section 1305 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium of interest on any
such Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

                        _____________________________


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





                                      -69-


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


                                        CARPENTER TECHNOLOGY CORPORATION


                                        By: /s/ John A. Schuler 
                                            -----------------------------
                                            Title: Treasurer

Attest:

                                            /s/ David A Christiansen
                                            -----------------------------
                                            Title: Assistant Secretary
                                            MORGAN GUARANTY TRUST COMPANY 
                                              OF NEW YORK


                                        By: /s/ D.J. Calabrese 
                                            -----------------------------
                                                Title: Vice President

Attest:

                                            /s/ M.E. McNulty        
                                            -----------------------------
                                            Title: Assistant Secreatry





                                      -70-


<PAGE>
STATE OF PENNSYLVANIA
                       ss:
COUNTY OF BERKS

         On the 12th day of January, before me personally came John A. Schuler,
to me known, who, being by me duly sworn, did depose and say that he is
Treasurer of Carpenter Technology Corporation, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation; and that he signed his name thereto by like authority.


                                              /s/ Anita M. Keltz
                                              ------------------

STATE OF NEW YORK
                   ss:
COUNTY OF NEW YORK

         On the 12th day of January, before me personally came Dennis J.
Calabrese, to me known, who, being by me duly sworn, did depose and say that he
is Vice President of Morgan Guaranty Trust Company of New York, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.


                                              /s/ Joanne E. Ilse
                                              ------------------





                                      -71-



                                                                    Exhibit 11
             CARPENTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                  EARNINGS PER COMMON SHARE COMPUTATIONS
       for the Three and Six Months Ended December 31, 1993 and 1992
                   (in thousands, except per share data)
                                                                              
                                            Three Months        Six Months  
                                          ----------------   ----------------
                                           1993     1992      1993      1992 
                                          ------   ------    ------    ------
Net Income (Loss) for Common Shares
- -----------------------------------
Income before cumulative effect of
 changes in accounting principles        $ 7,360  $ 1,914   $10,132   $  4,566
Dividends accrued on convertible
 preferred stock, net of tax benefits       (413)    (411)     (819)      (817)
                                         -------  -------   -------   --------
Income for primary earnings per
 common share before cumulative effect
 of changes in accounting principles       6,947    1,503     9,313      3,749
Cumulative effect of changes in 
 accounting principles                         -        -         -    (74,676)
                                         -------  -------   -------   --------
Net income (loss) for primary 
 earnings per common share               $ 6,947  $ 1,503   $ 9,313   $(70,927)
                                         =======  =======   =======   ========
Weighted Average Common Shares
- ------------------------------
Weighted average number of common
 shares outstanding                        7,999    7,964     7,994      8,056

Effect of shares issuable under the
 stock option plans                           33        1        25          1
                                         -------  -------   -------   --------
Weighted average common shares             8,032    7,965     8,019      8,057
                                         =======  =======  ========   ========
Primary Earnings (Loss) 
 Per Common Share
 ----------------
Primary earnings per common share 
 before cumulative effect of changes
 in accounting principles                $   .86  $   .19   $  1.16   $    .47
Cumulative effect of changes in  
 accounting principles                         -        -         -      (9.32)
                                         -------  -------   -------   --------
Primary earnings (loss) 
 per common share                        $   .86  $   .19   $  1.16   $  (8.85)
                                         =======  =======   =======   ========

Primary
 loss per common share for the cumulative effect of changes in
accounting principles of $(9.32) is computed using the weighted average common
shares outstanding for the year ended June 30, 1993 of 8,009.  The result is
not materially different from using the weighted average shares for the six
months ended December 31, 1992.

Earnings per common share before cumulative effect of changes in accounting
principles on a fully diluted basis were substantially the same as primary
earnings per common share before cumulative effect of changes in accounting
principles.
                                      E-2






                                            Mr. John A. Schuler
                                            Treasurer
                                            Phone:  (215) 208-2165
IMMEDIATE RELEASE             



                    CARPENTER TECHNOLOGY TO REDEEM DEBT


     Reading, PA (January 25, 1994) -- Carpenter Technology Corporation
today announced that it will redeem $55.3 million of 
high-coupon debt.  
     The debt to be redeemed will consist of the entire outstanding
principal amount of its 12 7/8% sinking fund debentures due 2014.  The
redemption date for the debentures will be March 1, 1994.  Notice of
redemption of the debentures is being mailed today to holders of record
of the debentures.
     The redemption price for the 12 7/8% debentures will be
$1,061.62 per $1,000 of principal amount of the debentures to be
redeemed, consisting of the principal amount and a redemption
premium.  The premium paid for the redemption will result in an 
extraordinary charge of $1.9 million after taxes ($.24 per share)
in the Company's third fiscal year quarter ending March 31, 1994. 
The debentures are being redeemed to reduce future interest costs. 

     Funding for the redemption will come from the Company's
current credit facilities or through the issuance of Medium-Term 




                                  (more)

























Carpenter Technology Corporation                           January 25, 1994
Reading, PA                                                          Page 2




Notes.  The Company recently filed a shelf registration statement

with the Securities and Exchange Commission for the issuance of up
to $100 million of Medium-Term Notes.
     The redemption agent for the debentures is Morgan Guaranty
Trust Company of New York, 60 Wall Street, New York, New York
10260.  

                                   # # #