INDENTURE DATED MAY 15, 1994

<PAGE>

EXHIBIT 4.4

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

Western Atlas Inc.

and

The Bank of New York

Trustee

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

INDENTURE

Dated as of May 15, 1994

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

Providing for Issuance of Securities in Series

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

<PAGE>

TABLE OF CONTENTS

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

<TABLE>

<CAPTION>

Page

----

<S> <C> <C>

Recitals of the Company.................................................... 1

Agreements of the Parties.................................................. 1

ARTICLE ONE

Definitions and Other Provisions of General Application

Section 101. Definitions ................................................ 1

Act ........................................................ 2

Affiliate .................................................. 2

Authenticating Agent ....................................... 2

Board of Directors ......................................... 2

Board Resolution ........................................... 2

Business Day ............................................... 3

Capital Stock .............................................. 3

Commission ................................................. 3

Company .................................................... 3

Company Request, Company Order and Company Consent ......... 3

Consolidated Net Assets .................................... 3

Corporate Trust Office ..................................... 3

Debt ....................................................... 4

Defaulted Interest ......................................... 4

Depositary ................................................. 4

Event of Default ........................................... 4

Funded Debt ................................................ 4

Global Security ............................................ 4

Holder ..................................................... 5

Indenture or this Indenture ................................ 5

Independent ................................................ 5

Interest ................................................... 5

Interest Payment Date ...................................... 5

Lien ....................................................... 5

Maturity ................................................... 5

Officers' Certificate ...................................... 6

Opinion of Counsel ......................................... 6

Original Issue Discount Security............................ 6

Outstanding ................................................ 6

Paying Agent ............................................... 7

Person ..................................................... 7

Place of Payment ........................................... 7

Predecessor Securities ..................................... 7

Preferred Stock ............................................ 8

Redemption Date ............................................ 8

Redemption Price ........................................... 8

</TABLE>

i

<PAGE>

<TABLE>

<CAPTION>

Page

----

<S> <C> <C>

Regular Record Date ........................................ 8

Repayment Date ............................................. 8

Repayment Price ............................................ 8

Responsible Officer ........................................ 8

Restricted Subsidiary ...................................... 8

Sale and Leaseback Transaction.............................. 9

Security or Securities ..................................... 9

Security Register .......................................... 9

Security Registrar ......................................... 9

Securityholder ............................................. 9

Special Record Date ........................................ 9

Stated Maturity ............................................ 9

Subsidiary ................................................. 10

Trust Indenture Act or TIA ................................. 10

Trustee .................................................... 10

Value ...................................................... 10

Vice President ............................................. 10

Section 102. Compliance Certificates and Opinions ....................... 10

Section 103. Form of Documents Delivered to Trustee ..................... 11

Section 104. Acts of Securityholders .................................... 12

Section 105. Notices, etc., to Trustee and Company ...................... 13

Section 106. Notices to Securityholders; Waiver ......................... 14

Section 107. Conflict with Trust Indenture Act .......................... 15

Section 108. Effect of Heading and Table of Contents .................... 15

Section 109. Successors and Assigns ..................................... 15

Section 110. Separability Clause ........................................ 15

Section 111. Benefits of Indenture ...................................... 15

Section 112. Governing Law .............................................. 15

Section 113. Counterparts ............................................... 15

Section 114. Legal Holidays ............................................. 15

ARTICLE TWO

Security Forms

Section 201. Forms Generally ............................................ 16

Section 202. Forms of Securities ........................................ 16

</TABLE>

ii

<PAGE>

<TABLE>

<CAPTION>

Page

----

<S> <C> <C>

Section 203. Form of Trustee's Certificate of Authentication ............ 16

Section 204. Securities Issuable in the Form of a Global Security ....... 17

ARTICLE THREE

The Securities

Section 301. General Title; General Limitations; Issuable in

Series; Terms of Particular Series ..................... 19

Section 302. Denominations .............................................. 22

Section 303. Execution, Authentication and Delivery and Dating .......... 22

Section 304. Temporary Securities ....................................... 24

Section 305. Registration, Transfer and Exchange ........................ 25

Section 306. Mutilated, Destroyed, Lost and Stolen Securities ........... 26

Section 307. Payment of Interest; Interest Rights Preserved ............. 27

Section 308. Persons Deemed Owners ...................................... 29

Section 309. Cancellation ............................................... 29

Section 310. Computation of Interest .................................... 29

Section 311. Medium-Term Securities ..................................... 29

Section 312. CUSIP Numbers .............................................. 30

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture .................... 30

Section 402. Application of Trust Money ................................. 32

Section 403. Defeasance Upon Deposit of Funds or Government

Obligations ............................................ 32

ARTICLE FIVE

Remedies

Section 501. Events of Default .......................................... 34

Section 502. Acceleration of Maturity; Rescission and Annulment ......... 35

</TABLE>

iii

<PAGE>

<TABLE>

<CAPTION>

Page

----

<S> <C> <C>

Section 503. Collection of Indebtedness and Suits for Enforcement by

Trustee ................................................ 37

Section 504. Trustee May File Proofs of Claim ........................... 38

Section 505. Trustee May Enforce Claims Without Possession of

Securities ............................................. 39

Section 506. Application of Money Collected ............................. 39

Section 507. Limitation on Suits ........................................ 40

Section 508. Unconditional Right of Securityholders To Receive

Principal, Premium and Interest ........................ 41

Section 509. Restoration of Rights and Remedies ......................... 41

Section 510. Rights and Remedies Cumulative ............................. 41

Section 511. Delay or Omission Not Waiver................................ 41

Section 512. Control by Securityholders ................................. 42

Section 513. Waiver of Past Defaults .................................... 42

Section 514. Undertaking for Costs ...................................... 43

Section 515. Waiver of Stay or Extension Laws ........................... 43

ARTICLE SIX

The Trustee

Section 601. Certain Duties and Responsibilities ........................ 43

Section 602. Notice of Defaults ......................................... 45

Section 603. Certain Rights of Trustee .................................. 45

Section 604. Not Responsible for Recitals or Issuance of Securities ..... 47

Section 605. May Hold Securities ........................................ 47

Section 606. Money Held in Trust ........................................ 47

Section 607. Compensation and Reimbursement ............................. 47

Section 608. Disqualification; Conflicting Interests .................... 48

Section 609. Corporate Trustee Recruited; Eligibility ................... 48

Section 610. Resignation and Removal; Appointment of Successor .......... 49

Section 611. Acceptance of Appointment by Successor ..................... 51

Section 612. Merger, Conversion, Consolidation or Succession

to Business ............................................ 52

Section 613. Preferential Collection of Claims Against Company .......... 52

Section 614. Appointment of Authenticating Agent ........................ 57

</TABLE>

iv

<PAGE>

<TABLE>

<CAPTION>

Page

----

<S> <C> <C>

ARTICLE SEVEN

Securityholders' Lists and Reports by Trustee and Company

Section 701. Company To Furnish Trustee Names and Addresses of

Securityholders ....................................... 59

Section 702. Preservation of Information; Communications to

Securityholders ....................................... 59

Section 703. Reports by Trustee ......................................... 61

Section 704. Reports by Company ......................................... 63

Section 705. Delivery of Certain Information ............................ 63

Section 706. Calculation of Original Issue Discount ..................... 64

ARTICLE EIGHT

Consolidation, Merger, Conveyance or Transfer

Section 801. When Company May Merge or Transfer Assets .................. 64

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of

Securityholders ....................................... 65

Section 902. Supplemental Indentures with Consent of

Securityholders ....................................... 67

Section 903. Execution of Supplemental Indentures ....................... 68

Section 904. Effect of Supplemental Indentures .......................... 68

Section 905. Conformity with Trust Indenture Act ........................ 69

Section 906. Reference in Securities to Supplemental Indentures ......... 69

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest ................ 69

Section 1002. Maintenance of Office or Agency ........................... 69

Section 1003. Money for Security Payments to be Held in Trust ........... 69

</TABLE>

v

<PAGE>

<TABLE>

<CAPTION>

Page

----

<S> <C> <C>

Section 1004. Statement as to Compliance ................................ 71

Section 1005. Legal Existence ........................................... 72

Section 1006. Limitation on Liens ....................................... 72

Section 1007. Limitation on Sale and Leasebacks ......................... 73

Section 1008. Limitation on Funded Debt of Restricted Subsidiaries ...... 74

Section 1009. Repurchase of Securities at Option of the Holder .......... 75

Section 1010. Waiver of Certain Covenants ............................... 84

ARTICLE ELEVEN

Redemption of Securities

Section 1101. Applicability of Article .................................. 84

Section 1102. Election To Redeem; Notice to Trustee ..................... 84

Section 1103. Selection by Trustee of Securities To Be Redeemed ......... 85

Section 1104. Notice of Redemption ...................................... 85

Section 1105. Deposit of Redemption Price ............................... 86

Section 1106. Securities Payable on Redemption Date ..................... 86

Section 1107. Securities Redeemed in Part .............................. 87

Section 1108. Provisions with Respect to any Sinking Funds .............. 87

</TABLE>

vi

<PAGE>

Table Showing Reflection in Indenture of Certain Provisions

of Trust Indenture Act of 1939,

as amended by the Trust Indenture Reform Act of 1990

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

<TABLE>

<CAPTION>

Reflected in Indenture

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

<S> <C>

TIA Section

Section 310(a)(1) ............................................................ 609

(a)(2) ............................................................ 609

(a)(3) ............................................................ Not Applicable

(a)(4) ............................................................ Not Applicable

(a)(5) ............................................................ 609

(b) ............................................................ 608

Section 311(a) ............................................................ 613(a)

(b) ............................................................ 613(b)

(b)(2) ............................................................ 703(a)(2)

............................................................ 703(b)

Section 312(a) ............................................................... 701

............................................................... 702(a)

(b) ............................................................... 702(b)

(c) ............................................................... 702(c)

Section 313(a) ............................................................... 703(a)

(b) ............................................................... 703(b)

(c) ............................................................... 703(a)

............................................................... 703(b)

Section 314(a)(1) ............................................................ 704

(a)(2) ............................................................ 704

(a)(3) ............................................................ 704

(a)(4) ............................................................ 1004

(b) ............................................................ Not Applicable

(c)(1) ............................................................ 102

(c)(2) ............................................................ 102

(c)(3) ............................................................ Not Applicable

(d) ............................................................ Not Applicable

(e) ............................................................ 102

Section 315(a) ............................................................... 601(a)

............................................................... 601(c)

(b) ............................................................... 602

............................................................... 703(a)(6)

(c) ............................................................... 601(b)

(d) ............................................................... 601

</TABLE>

<PAGE>

<TABLE>

<S> <C>

(d)(1) ............................................................ 601(a)

(d)(2) ............................................................ 601(c)(2)

(d)(3) ............................................................ 601(c)(3)

(e) ............................................................ 514

Section 316(a) ............................................................ 101

(a)(1)(A).......................................................... 502

.......................................................... 512

(a)(1)(B).......................................................... 513

(a)(2) ............................................................ Not Applicable

(b) ............................................................... 508

(c) ............................................................... 104(d)

Section 317(a)(1)............................................................. 503

(a)(2)............................................................. 504

(b) ............................................................... 1003

Section 318(a) ............................................................... 107

</TABLE>

-2-

<PAGE>

THIS INDENTURE between WESTERN ATLAS INC., a

Delaware corporation (hereinafter called the

"Company") having its principal office at 360 North

Crescent Drive, Beverly Hills, California 90210, and

THE BANK OF NEW YORK, a New York banking

corporation, as trustee (hereinafter called the

"Trustee") is made and entered into as of the 15th

day of May, 1994.

Recitals of the Company

The Company has duly authorized the execution and delivery of

this Indenture to provide for the issuance of its unsecured and unsubordinated

debentures, notes, bonds or other evidences of indebtedness, to be issued in

one or more fully registered series.

All things necessary to make this Indenture a valid agreement

of the Company, in accordance with its terms, have been done.

Agreements of the Parties

To set forth or to provide for the establishment of the terms

and conditions upon which the Securities are and are to be authenticated,

issued and delivered, and in consideration of the premises and the purchase of

Securities by the Holders thereof, it is mutually covenanted and agreed as

follows, for the equal and proportionate benefit of all Holders of the

Securities or of a series thereof, as the case may be:

ARTICLE ONE

Definitions and Other Provisions

of General Application

Section 101. Definitions. For all purposes of this Indenture

and of any indenture supplemental hereto, 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 or by Commission rule under the

<PAGE>

Trust Indenture Act, either directly or by reference therein, have

the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have

the meanings assigned to them in accordance with generally

accepted accounting principles and, except as otherwise herein

expressly provided, the term "generally accepted accounting

principles" or "GAAP" with respect to any computation required or

permitted hereunder shall mean such accounting principles as are

generally accepted in the United States of America on May 15,

1994; and

(4) all references in this instrument to designated

"Articles", "Sections" and other subdivisions are to the

designated Articles, Sections and other subdivisions of this

instrument as originally executed. The words "herein", "hereof"

and "hereunder" and other words of similar import refer to this

Indenture as a whole and not to any particular Article, Section or

other subdivision.

Certain terms, used principally in Article Six and Section

1009, are defined in that Article and Section, respectively.

"Act", when used with respect to any Securityholder, has the

meaning specified in Section 104.

"Affiliate" of any specified Person means any other Person

directly or indirectly controlling or controlled by or under direct or indirect

common control with such specified Person. For the purposes of this definition,

"control" when used with respect to any specified Person means the power to

direct the management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities, by contract or otherwise;

and the terms "controlling" and "controlled" have meanings correlative to the

foregoing.

"Authenticating Agent" means any Person authorized by the

Trustee to authenticate Securities under Section 614.

"Board of Directors" means either the board of directors of

the Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by

the Secretary or an Assistant Secretary of the Company to have been duly

adopted by the Board of Directors and to be in full force and effect on the

date of such certification, and delivered to the Trustee.

-2-

<PAGE>

"Business Day" means, with respect to any series of

Securities, each day which is neither a Saturday, Sunday or other day on which

banking institutions in the pertinent Place or Places of Payment are authorized

or required by law or executive order to be closed.

"Capital Stock" means, with respect to any corporation, any

and all shares, interests, rights to purchase, warrants, options,

participations or other equivalents of or interests (however designated) in

stock issued by that corporation.

"Commission" means the Securities and Exchange Commission, as

from time to time constituted, created under the Securities Exchange Act of

1934, or, if at any time after the execution of this instrument such Commission

is not existing and performing the duties now assigned to it under the Trust

Indenture Act, then the body performing such duties at such time.

"Company" means the Person named as the "Company" in the

first paragraph of this instrument until a successor shall have become such

pursuant to the applicable provisions of this Indenture, and thereafter

"Company" shall mean such successor.

"Company Request", "Company Order" and "Company Consent" mean

a written request, order or consent, respectively, signed in the name of the

Company by its Chairman of the Board, a Vice Chairman, 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 Assets" means the total amount of assets

(less applicable reserves and other properly deductible items) after deducting

all current liabilities (excluding the amount of those which are by their terms

extendable or renewable at the option of the obligor to a date more than 12

months after the date as of which the amount is being determined), all as set

forth on the most recent balance sheet of the Company and its consolidated

subsidiaries and determined in accordance with generally accepted accounting

principles.

"Corporate Trust Office" means the office of the Trustee in

New York, New York at which at any particular time its corporate trust business

shall be principally administered, which office at the date hereof is located

at 101 Barclay Street-21W, New York, New York 10286.

-3-

<PAGE>

"Debt" of any Person means at any date, without duplication,

(1) all obligations of such Person for borrowed money, (2) all obligations of

such Person evidenced by bonds, debentures, notes or other similar instruments,

(3) all obligations of such Person to pay the deferred purchase price of

property or services, except trade accounts payable and deferred employee

compensation obligations arising in the ordinary course of business, (4) all

obligations of such Person as lessee which are capitalized in accordance with

GAAP, (5) all unpaid reimbursement obligations of such Person in respect of

letters of credit or similar instruments but only to the extent that either (x)

the issuer has honored a drawing thereunder or (y) payment of such obligation

is otherwise due under the terms thereof, (6) all obligations secured by a Lien

on any asset or property of such Person, whether or not such obligations are

otherwise obligations of such Person, and (7) all Debt of others guaranteed by

such Person.

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

"Depositary" means, unless otherwise specified by the Company

pursuant to either Section 204 or 301, with respect to Securities of any series

issuable or issued as a Global Security, The Depository Trust Company, New

York, New York, or any successor thereto registered as a clearing agency under

the Securities Exchange Act of 1934, as amended, or other applicable statute or

regulation.

"Event of Default" has the meaning specified in Article Five.

"Funded Debt" of any Person means Debt of such Person that

(i) matures by its terms more than one year after its creation or (ii) is

classified as long-term debt under generally accepted accounting principles

and, in the case of Debt of the Company described in either clause (i) or

clause (ii), ranking at least pari passu with the Securities.

"Global Security", when used with respect to any series of

Securities issued hereunder, means a Security which is executed by the Company

and authenticated and delivered by the Trustee to the Depositary or pursuant to

the Depositary's instruction, all in accordance with this Indenture and an

indenture supplemental hereto, if any, or Board Resolution and pursuant to a

Company Request, which shall be registered in the name of the Depositary or its

nominee and which shall represent, and shall be denominated in an amount equal

to the aggregate principal amount of, all of the Outstanding Securities of

-4-

<PAGE>

such series or any portion thereof, in either case having the same terms,

including, without limitation, the same original issue date, date or dates on

which principal is due, and interest rate or method of determining interest.

"Holder", when used with respect to any Security, means a

Securityholder.

"Indenture" or "this Indenture" means this instrument as

originally executed or as it may from time to time be supplemented or amended

by one or more indentures supplemental hereto entered into pursuant to the

applicable provisions hereof and shall include the terms of particular series

of Securities established as contemplated by Section 301.

"Independent", when used with respect to any specified

Person, means such a Person who (1) is in fact independent, (2) does not have

any direct financial interest or any material indirect financial interest in

the Company or in any other obligor upon the Securities or in any Affiliate of

the Company or of such other obligor, and (3) is not connected with the Company

or such other obligor or any Affiliate of the Company or of such other obligor,

as an officer, employee, promoter, underwriter, trustee, partner, director or

person performing similar functions. Whenever it is herein provided that any

Independent Person's opinion or certificate shall be furnished to the Trustee,

such Person shall be appointed by a Company Order and approved by the Trustee

in the exercise of reasonable care, and such opinion or certificate shall state

that the signer has read this definition and that the signer is independent

within the meaning hereof.

"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

series of Securities, means the Stated Maturity of any installment of interest

on those Securities.

"Lien" means any mortgage, pledge, lien, encumbrance, charge

or security interest.

"Maturity", when used with respect to any Securities, means

the date on which the principal of any such Security becomes due and payable as

therein or herein provided, whether on a Repayment Date, at the Stated Maturity

or by declaration of acceleration, call for redemption or otherwise.

-5-

<PAGE>

"Officers' Certificate" means a certificate signed by the

Chairman of the Board, a Vice Chairman, 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. Wherever this Indenture

requires that an Officers' Certificate be signed also by an engineer or an

accountant or other expert, such engineer, accountant or other expert (except

as otherwise expressly provided in this Indenture) may be in the employ of the

Company.

"Opinion of Counsel" means a written opinion of counsel, who

may (except as otherwise expressly provided in this Indenture) be an employee

of or of counsel to the Company. Such counsel shall be acceptable to the

Trustee, whose acceptance shall not be unreasonably withheld.

"Original Issue Discount Security" means (i) 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, and

(ii) any other Security deemed an Original Issue Discount Security for United

States Federal income tax purposes.

"Outstanding", when used with respect to Securities or

Securities of any series, means, as of the date of determination, all such

Securities theretofore authenticated and delivered under this Indenture,

except:

(i) such Securities theretofore canceled by the Trustee or

delivered to the Trustee for cancellation;

(ii) such Securities for whose payment or redemption money in

the necessary amount has been theretofore deposited with the

Trustee or any Paying Agent in trust 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; and

(iii) such Securities in exchange for or in lieu of which

other Securities have been authenticated and delivered pursuant to

this Indenture, or which shall have been paid pursuant to the

terms of Section 306 (except with respect to any such Security as

to which proof satisfactory to the Trustee is presented that such

Security is held by a person in whose hands such Security is a

legal, valid and binding obligation of the Company).

In determining whether the Holders of the requisite principal amount of such

Securities Outstanding have given any request,

-6-

<PAGE>

demand, authorization, direction, notice, consent or waiver hereunder, (i) the

principal amount of any Original Issue Discount Security that shall be deemed

to be Outstanding shall be the amount of the principal thereof that would be

due and payable as of the date of the taking of such action upon a declaration

of acceleration of the Maturity thereof and (ii) 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. In determining whether the Trustee shall be protected in relying

upon any such request, demand, authorization, direction, notice, consent or

waiver, only Securities which a Responsible Officer assigned to the corporate

trust department of the Trustee actually knows to be owned by the Company or

any other obligor upon the Securities or any Affiliate of the Company or such

other obligor 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 to act as owner 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 such other

obligor.

"Paying Agent" means any Person authorized by the Company

to pay the principal of (and premium, if any) or interest on any Securities on

behalf of the Company. The Company initially authorizes the Trustee to act as

Paying Agent for the Securities on its behalf. The Company may at any time and

from time to time authorize one or more Persons, including the Company, to act

as Paying Agent in addition to or in place of the Trustee with respect to any

series of Securities issued under this Indenture.

"Person" means any individual, corporation, partnership,

joint venture, association, joint-stock company, trust, unincorporated

organization or government or any agency or political subdivision thereof.

"Place of Payment" means with respect to any series of

Securities issued hereunder the city or political subdivision so designated

with respect to the series of Securities in question in accordance with the

provisions of Section 301.

"Predecessor Securities" 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 lieu

of a lost, destroyed or stolen Security shall be deemed to evidence the same

debt as the lost, destroyed or stolen Security.

-7-

<PAGE>

"Preferred Stock" means, as to any Person, capital stock of

such Person that has a preference as to dividends or upon liquidation over the

common stock of such Person.

"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 specified in the Security at which it is to be

redeemed pursuant to this Indenture.

"Regular Record Date" for the interest payable on any

security on any Interest Payment Date means the date specified in such Security

as the Regular Record Date.

"Repayment Date", when used with respect to any Security to

be repaid, means the date fixed for such repayment pursuant to such Security.

"Repayment Price", when used with respect to any Security to

be repaid, means the price at which it is to be repaid pursuant to such

Security.

"Responsible Officer", when used with respect to the Trustee,

means the chairman or vice-chairman of the board of directors, the chairman or

vice-chairman of the executive committee of the board of directors,

the president, any Vice President, the secretary, any assistant secretary, the

treasurer, any assistant treasurer, the cashier, any assistant cashier, any

senior trust officer or trust officer, the controller and any assistant

controller or any other officer of the Trustee customarily performing functions

similar to those performed by any of the above designated officers and also

means, with respect to a particular corporate trust matter, any other officer

to whom such matter is referred because of his knowledge of and familiarity

with the particular subject.

"Restricted Subsidiary" means (i) each of Intermec

Corporation, a Washington corporation, and Western Atlas International, Inc., a

Delaware corporation, so long as it remains a Subsidiary, or any Subsidiary

that is a successor of such Restricted Subsidiary, or (ii) any Subsidiary that

owns, directly or indirectly, any single service or manufacturing facility,

or portion thereof, the book value of which (after deducting accumulated

depreciation) as of the date the determination is being made is greater than

1% of Consolidated Net Assets. As used in this definition, "service or

manufacturing facility" means property, plant and equipment (including ships)

-8-

<PAGE>

used for actual performance of services, such as acquisition or processing of

geophysical data, or manufacturing, such as quality assurance, engineering,

maintenance, staging areas for work in process materials and manufacturing

administration, and it excludes sales offices and facilities used only for

general administration.

"Sale and Leaseback Transaction" means any arrangement with

any Person pursuant to which the Company or any Subsidiary leases any asset or

property that has been or is to be sold or transferred by the Company or the

Subsidiary to such Person, other than (1) temporary leases for a term,

including renewals at the option of the lessee, of not more than three years,

(2) leases between the Company and a Subsidiary or between Subsidiaries, (3)

leases of assets or property executed by the time of, or within 12 months after

the latest of, the acquisition the completion of construction or improvement,

or the commencement of commercial operation of such assets or property, and (4)

arrangements pursuant to any provision of law with an effect similar to the

former Section 168(f)(8) of the Internal Revenue Code of 1954.

"Security" or "Securities" means any note or notes, bond or

bonds, debenture or debentures, or any other evidences of indebtedness, as the

case may be, of any series authenticated and delivered from time to time under

this Indenture.

"Security Register" shall have the meaning specified in

Section 305.

"Security Registrar" means the Person who keeps the Security

Register specified in Section 305. The Company initially appoints the Trustee

to act as Security Registrar for the Securities on its behalf. The Company may

at any time and from time to time authorize any Person, including the Company,

to act as Security Registrar in place of the Trustee with respect to any series

of Securities issued under this Indenture.

"Securityholder" means a Person in whose name a Security is

registered in the Security Register.

"Special Record Date" for the payment of any Defaulted

Interest (as defined in Section 307) means a date fixed by the Trustee pursuant

to Section 307.

"Stated Maturity" when used with respect to any Security or

any installment of principal thereof or interest thereon means the date

specified in such Security as the fixed date on which the principal of such

Security or such installment of principal or interest is due and payable.

-9-

<PAGE>

"Subsidiary" of any specified corporation means (i) a

corporation, a majority of whose Capital Stock with voting power, under

ordinary circumstances, to elect directors is, at the date of determination,

directly or indirectly owned by the Company, by one or more Subsidiaries of the

Company or by the Company and one or more Subsidiaries of the Company or (ii) a

partnership in which the Company or a Subsidiary of the Company is at the date

of determination, a general partner of such partnership, or (iii) any other

Person (other than a corporation or a partnership) in which the Company, a

Subsidiary of the Company or the Company and one or more Subsidiaries of the

Company, directly or indirectly, at the date of determination, has (x) at least

a majority ownership interest or (y) the power to elect or direct the election

of a majority of the directors or other governing body of such Person.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act

of 1939, as amended by the Trust Indenture Reform Act of 1990, and as in force

at the date as of which this instrument was executed except as provided in

Section 905.

"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 and include each Person who is then a Trustee hereunder.

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.

"Value" means, with respect to a Sale and Leaseback

Transaction, an amount equal to the present value of the lease payments with

respect to the term of the lease remaining on the date as of which the amount

is being determined, without regard to any renewal or extension options

contained in the lease, discounted at the weighted average interest rate on the

Securities of all series (including the effective interest rate on any Original

Issue Discount Securities) which are outstanding on the effective date of such

Sale and Leaseback Transaction and which have the benefit of Section 1007.

"Vice President" when used with respect to the Company or

the Trustee means any vice president, whether or not designated by a number or

a word or words added before or after the title "vice president", including,

without limitation, an assistant 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

-10-

<PAGE>

Company shall furnish to the Trustee an Officers' Certificate stating that all

conditions precedent, if any (including any covenants compliance with which

constitutes a condition precedent), provided for in this Indenture relating to

the proposed action have been complied with and an Opinion of Counsel stating

that in the opinion of such Counsel all such conditions precedent, if any

(including any covenants compliance with which constitutes a condition

precedent), have been complied with, except that in the case of any such

application or request as to which the furnishing of such documents is

specifically required by any provision of this Indenture relating to such

particular application or request, no additional certificate or opinion need be

furnished.

Every certificate or opinion with respect to compliance with

a condition or covenant provided for in this Indenture (other than annual

statements of compliance provided pursuant to 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.

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 may certify or give an opinion as to the other matters, and any

such Person may certify or give an opinion as to such matters in one or several

documents.

-11-

<PAGE>

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 Securityholders. (a) Any request,

demand, authorization, direction, notice, consent, waiver or other action

provided by this Indenture to be given or taken by Securityholders or

Securityholders of any series may be embodied in and evidenced by one or more

instruments of substantially similar tenor signed by such Securityholders in

person or by an 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 Securityholders 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.

(b) The fact and date of the execution by any Person of any

such instrument or writing may be proved by the affidavit of a witness to such

execution or by the certificate of any 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 an officer of a corporation or a member of

a partnership, on behalf of such corporation or partnership, such certificate

or affidavit shall also

-12-

<PAGE>

constitute sufficient proof of his authority. The fact and date of the

execution of any such instrument or writing, or the authority of the person

executing the same, may also be proved in any other manner which the Trustee

deems sufficient.

(c) The ownership of Securities shall be proved by the

Security Register.

(d) If the Company shall solicit from the Holders any

request, demand, authorization, direction, notice, consent, waiver or other

action, the Company may, at its option, by Board Resolution, fix in advance a

record date for the determination of Holders entitled to give such request,

demand, authorization, direction, notice, consent, waiver or other action, but

the Company shall have no obligation to do so. Such record date shall be the

later of 10 days prior to the first solicitation of such action or the date of

the most recent list of Holders furnished to the Trustee pursuant to Section

701. If such a record date is fixed, such request, demand, authorization,

direction, notice, consent, waiver or other action may be given before or after

the record date, but only the Holders of record at the close of business on the

record date shall be deemed to be Holders for the purposes of determining

whether Holders of the requisite proportion of Securities Outstanding have

authorized or agreed or consented to such request, demand, authorization,

direction, notice, consent, waiver or other action, and for that purpose the

Securities Outstanding shall be computed as of the record date; provided that

no such authorization, agreement or consent by the Holders on the record date

shall be deemed effective unless it shall become effective pursuant to the

provisions of this Indenture not later than six months after the record date,

and that no such authorization, agreement or consent may be amended, withdrawn

or revoked once given by a Holder, unless the Company shall provide for such

amendment, withdrawal or revocation in conjunction with such solicitation of

authorizations, agreements or consents or unless and to the extent required by

applicable law.

(e) Any request, demand, authorization, direction, notice,

consent, waiver or other action by the Holder of any Security shall bind the

Holder of every Security issued upon the transfer thereof or in exchange

therefor or in lieu thereof, in respect of anything done 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.

Section 105. Notices. etc., to Trustee and Company. Any

request, demand, authorization, direction, notice, consent, waiver or Act of

Securityholders or other document provided or

-13-

<PAGE>

permitted by this Indenture to be made upon, given or furnished to, or filed

with,

(1) the Trustee by any Securityholder or by the Company shall

be sufficient for every purpose hereunder if made, given,

furnished or filed in writing to or with the Trustee at its

Corporate Trust Office, Attention: Corporate Trust Trustee

Administration, or

(2) the Company by the Trustee or by any Securityholder

shall be sufficient for every purpose hereunder (except as

provided in Section 501(4) or, in the case of a request for

repayment, as specified in the Security carrying the right to

repayment) 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,

Attention: Treasurer, or at any other address previously furnished

in writing to the Trustee by the Company.

Section 106. Notices to Securityholders; Waiver. Where this

Indenture or any Security provides for notice to Securityholders of any event,

such notice shall be sufficiently given (unless otherwise herein or in such

Security expressly provided) if in writing and mailed, first-class postage

prepaid, to each Securityholder affected by such event, at his address as it

appears in the Security Register, not later than the latest date, and not

earlier than the earliest date, prescribed for the giving of such notice. In

any case where notice to Securityholders is given by mail, neither the failure

to mail such notice, nor any defect in any notice so mailed, to any particular

Securityholder shall affect the sufficiency of such notice with respect to

other Securityholders. Where this Indenture or any Security 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 Securityholders 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

as a result of a strike, work stoppage or otherwise, it shall be impractical to

mail notice of any event to any Securityholder when such notice is required to

be given pursuant to any provision of this Indenture, then any method of

notification as shall be satisfactory to the Trustee and the Company shall be

deemed to be a sufficient giving of such notice.

-14-

<PAGE>

Section 107. Conflict with Trust Indenture Act. If any

provision hereof limits, qualifies or conflicts with the duties imposed by any

of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation

of Section 318(c) thereof, such imposed duties shall control.

Section 108. Effect of Heading and Table of Contents. The

Article and Section headings herein and the Table of Contents are for

convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns. All covenants and

agreements in this Indenture by the Company shall bind its successors and

assigns, whether so expressed or not.

Section 110. Separability Clause. In case any provision in

this Indenture or in the Securities shall be invalid, illegal or unenforceable,

the validity, legality and enforceability of the remaining provisions shall not

in any way be affected or impaired thereby.

Section 111. Benefits of Indenture. Nothing in this Indenture

or in any Securities, express or implied, shall give to any Person, other than

the parties hereto and their successors hereunder, any Authenticating Agent or

Paying Agent, the Security Registrar and the Holders of Securities (or such of

them as may be affected thereby), any benefit or any legal or equitable right,

remedy or claim under this Indenture.

Section 112. Governing Law. This Indenture shall be construed

in accordance with and governed by the laws of the State of New York, without

regard to conflicts of laws principles thereof.

Section 113. Counterparts. 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.

Section 114. Legal Holidays. In any case where any Interest

Payment Date, Redemption Date or Stated Maturity of any Security shall not be a

Business Day, then (notwithstanding any other provision of this Indenture or of

the Securities) payment of interest or principal (and premium, if any) need not

be made on such date, but may be made on the next succeeding Business Day with

the same force and effect (including with respect to the accrual of interest)

as if made on the Interest Payment Date, Redemption Date or at the Stated

Maturity.

-15-

<PAGE>

ARTICLE TWO

Security Forms

Section 201. Forms Generally. The Securities shall have 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 as

may, consistently herewith, be determined by the officer executing such

Securities, as evidenced by such officer's execution of the Securities. Any

portion of the text of any Security may be set forth on the reverse thereof,

with an appropriate reference thereto on the face of the Security.

The definitive Securities shall be printed, lithographed or

engraved or produced by any combination of these methods on steel engraved

borders or may be produced in any other manner, all as determined by the officer

executing such Securities, as evidenced by such officer's execution of such

Securities, subject, with respect to the Securities of any series, to the rules

of any securities exchange on which such Securities are listed.

Section 202. Forms of Securities. Each Security shall be in

one of the forms approved from time to time by or pursuant to a Board

Resolution, or established in one or more indentures supplemental hereto. Prior

to the delivery of a Security to the Trustee for authentication in any form

approved by or pursuant to a Board Resolution, the Company shall deliver to the

Trustee the Board Resolution by or pursuant to which such form of Security has

been approved, which Board Resolution shall have attached thereto a true and

correct copy of the form of Security which has been approved thereby or, if a

Board Resolution authorizes a specific officer or officers to approve a form of

Security, a certificate of such officer or officers approving the form of

Security attached thereto. Any form of Security approved by or pursuant to a

Board Resolution must be acceptable as to form to the Trustee, such acceptance

to be evidenced by the Trustee's authentication of Securities in that form or a

certificate signed by a Responsible Officer of the Trustee and delivered to the

Company.

Section 203. Form of Trustee's Certificate of Authentication.

The form of Trustee's Certificate of Authentication for any Security issued

pursuant to this Indenture shall be substantially as follows:

-16-

<PAGE>

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

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

This is one of the Securities referred to in the

within-mentioned Indenture.

The Bank of New York,

as Trustee,

By:

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

Authorized Signatory

Section 204. Securities Issuable in the Form of a Global

Security. (a) If the Company shall establish pursuant to Sections 202 and 301

that the Securities of a particular series are to be issued in whole or in part

in the form of one or more Global Securities, then the Company shall execute and

the Trustee or its agent shall, in accordance with Section 303 and the Company

Order delivered to the Trustee or its agent thereunder, authenticate and make

available for delivery, such Global Security or Securities, which (i) shall

represent, and shall be denominated in an amount equal to the aggregate

principal amount of, the Outstanding Securities of such series to be represented

by such Global Security or Securities, or such portion thereof as the Company

shall specify in a Company Order, (ii) shall be registered in the name of the

Depositary for such Global Security or Securities or its nominee, (iii) shall

be delivered by the Trustee or its agent to the Depositary or pursuant to the

Depositary's instruction and (iv) shall bear a legend substantially to the

following effect: "Unless this certificate is presented by an authorized

representative of the Depositary to Issuer or its agent for registration of

transfer, exchange, or payment, and any certificate issued is registered in the

name of the nominee of the Depositary or in such other name as is requested by

an authorized representative of the Depositary (and any payment is made to the

nominee of the Depositary or to such other entity as is requested by an

authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the

registered owner hereof, the nominee of the Depositary, has an interest herein."

(b) Notwithstanding any other provision of this Section 204 or

of Section 305, and subject to the provisions of paragraph (c) below, unless the

terms of a Global Security expressly permit such Global Security to be exchanged

in whole or in part for individual Securities, a Global Security may be

-17-

<PAGE>

transferred, in whole but not in part and in the manner provided in Section 305,

only to a nominee of the Depositary for such Global Security, or to the

Depositary, or a successor Depositary for such Global Security selected or

approved by the Company, or to a nominee of such successor Depositary.

(c) (i) If at any time the Depositary for a Global Security

notifies the Company that it is unwilling or unable to continue as Depositary

for such Global Security or if at any time the Depositary for the Securities for

such series shall no longer be eligible or in good standing under the Securities

Exchange Act of 1934, as amended, or other applicable statute or regulation, the

Company shall appoint a successor Depositary with respect to such Global

Security. If a successor Depositary for such Global Security is not appointed by

the Company within 90 days after the Company receives such notice or becomes

aware of such ineligibility, the Company will execute, and the Trustee or its

agent, upon receipt of a Company Request for the authentication and delivery of

individual Securities of such series in exchange for such Global Security, will

authenticate and make available for delivery individual Securities of such

series of like tenor and terms in an aggregate principal amount equal to the

principal amount of the Global Security in exchange for such Global Security.

(ii) The Company may at any time and in its sole discretion

determine that the Securities of any series or portion thereof issued or

issuable in the form of one or more Global Securities shall no longer be

represented by such Global Security or Securities. In such event the Company

will execute, and the Trustee, upon receipt of a Company Request for the

authentication and delivery of individual Securities of such series in exchange

in whole or in part for such Global Security, will authenticate and make

available for delivery individual Securities of such series of like tenor and

terms in definitive form in an aggregate principal amount equal to the principal

amount of such Global Security or Securities representing such series or portion

thereof in exchange for such Global Security or Securities.

(iii) If specified by the Company pursuant to Sections 202 and

301 with respect to Securities issued or issuable in the form of a Global

Security, the Depositary for such Global Security may surrender such Global

Security in exchange in whole or in part for individual Securities of such

series of like tenor and terms in definitive form on such terms as are

acceptable to the Company and such Depositary. Thereupon the Company shall

execute, and the Trustee or its agent shall authenticate and make available for

delivery, without service charge, (1) to each Person specified by such

Depositary a new

-18-

<PAGE>

Security or Securities of the same series of like tenor and terms and of any

authorized denomination as requested by such Person in aggregate principal

amount equal to and in exchange for such Person's beneficial interest as

specified by such Depositary in the Global Security; and (2) to such Depositary

a new Global Security of like tenor and terms and in an authorized denomination

equal to the difference, if any, between the principal amount of the surrendered

Global Security and the aggregate principal amount of Securities delivered to

Holders thereof.

(iv) In any exchange provided for in any of the preceding

three paragraphs, the Company will execute and the Trustee or its agent will

authenticate and make available for delivery individual Securities in definitive

registered form in authorized denominations. Upon the exchange of the entire

principal amount of a Global Security for individual Securities, such Global

Security shall be cancelled by the Trustee or its agent. Except as provided in

the preceding paragraph, Securities issued in exchange for a Global Security

pursuant to this Section shall be registered in such names and in such

authorized denominations as the Depositary for such Global Security, pursuant to

instructions from its direct or indirect participants or otherwise, shall

instruct the Trustee or the Security Registrar. The Trustee shall deliver at its

Corporate Trust Office such Securities to the Persons in whose names such

Securities are so registered.

ARTICLE THREE

The Securities

Section 301. General Title; General Limitations; Issuable in

Series; Terms of Particular Series. The aggregate principal amount of Securities

which may be authenticated and delivered and Outstanding under this Indenture is

not limited.

The Securities may be issued in one or more series up to an

aggregate principal amount of Securities as from time to time may be authorized

by the Board of Directors. All Securities of each series under this Indenture

shall in all respects be equally and ratably entitled to the benefits hereof

with respect to such series without preference, priority or distinction on

account of the actual time of the authentication and delivery or Stated Maturity

of the Securities of such series.

Each series of Securities shall be created either by or

pursuant to a Board Resolution or by an indenture supplemental hereto. The

Securities of each such series may bear such

-19-

<PAGE>

date or dates, be payable at such place or places, have such Stated Maturity or

Maturities, be issuable at such premium over or discount from their principal

amount, bear interest at such rate or rates, from such date or dates, payable in

such installments and on such dates and at such place or places to the Holders

of Securities registered as such on such Regular Record Dates, or may bear no

interest, and may be redeemable or repayable at such Redemption Price or Prices

or Repayment Price or Prices, as the case may be, whether at the option of the

Holder or otherwise, and upon such terms, all as shall be provided for in or

pursuant to the Board Resolution or in the supplemental indenture creating that

series. There may also be established in or pursuant to a Board Resolution or in

a supplemental indenture prior to the issuance of Securities of each such

series, provision for:

(1) the exchange or conversion of the Securities of that

series, at the option of the Holders thereof, for or into new

Securities of a different series or other securities except shares of

capital stock of the Company or any subsidiary of the Company or

securities directly or indirectly convertible into or exchangeable for

any such shares;

(2) a sinking or purchase fund or other analogous obligation;

(3) a limitation on the aggregate principal amount of the

Securities of that series;

(4) the appointment by the Trustee of an Authenticating Agent

in one or more places other than the location of the office of the

Trustee with power to act on behalf of the Trustee and subject to its

direction in the authentication and delivery of the Securities of any

one or more series in connection with such transactions as shall be

specified in the provisions of this Indenture or in or pursuant to the

Board Resolution or the supplemental indenture creating such series;

(5) the portion of the principal amount of Securities of the

series, if other than the principal amount thereof, which shall be

payable upon declaration of acceleration of the Maturity thereof

pursuant to Section 502 or provable in bankruptcy pursuant to Section

504;

-20-

<PAGE>

(6) any Event of Default with respect to the Securities of

such series, if not set forth herein, and any additions, deletions or

other changes to the Events of Default set forth herein that shall be

applicable to the Securities of such series;

(7) any covenant solely for the benefit of the Securities of

such series and any additions, deletions or other changes to the

provisions of Sections 1006, 1007, 1008 and 1009 that shall be

applicable to the Securities of that series;

(8) the inapplicability of section 403 of this Indenture to

the Securities of such series and any covenant with respect to Section

403(b) established in or pursuant to a Board Resolution or in a

supplemental indenture as described above that has not already been

established herein;

(9) if the Securities of the series shall be issued in whole

or in part in the form of a Global Security or Securities, the terms

and conditions, if any, upon which such Global Security or Securities

may be exchanged in whole or in part for other individual Securities;

and the Depositary for such Global Security or Securities; and

(10) any other terms of the series,

all upon such terms as may be determined in or pursuant to a Board Resolution or

in a supplemental indenture with respect to such series. All Securities of the

same series shall be substantially identical in tenor and effect except as to

denomination and except if issued pursuant to Section 311.

The form of the Securities of each series shall be established

pursuant to the provisions of this Indenture in or pursuant to the Board

Resolution or in the supplemental indenture creating such series. The Securities

of each series shall be distinguished from the Securities of each other series

in such manner, reasonably satisfactory to the Trustee, as the Board of

Directors may determine.

Unless otherwise provided with respect to Securities of a

particular series, the Securities of any series may only be issuable in

registered form, without coupons.

Any terms or provisions in respect of the Securities of any

series issued under this Indenture may be determined pursuant to this Section by

providing for the method by which such terms or provisions shall be determined.

-21-

<PAGE>

Section 302. Denominations. The Securities of each series

shall be issuable in such denominations as shall be provided in the provisions

of this Indenture or in or pursuant to the Board Resolution or the supplemental

indenture creating such series. In the absence of any such provisions with

respect to the Securities of any series, the Securities of that series shall be

issuable only in fully registered form in denominations of $1,000 and any

integral multiple thereof.

Section 303. Execution, Authentication and Delivery and

Dating. The Securities shall be executed on behalf of the Company by its

Chairman of the Board, its Vice Chairman, its President or one of its Vice

Presidents. The signature of any of these officers on the Securities may be

manual or facsimile.

Securities bearing the manual or facsimile signatures of

individuals who were at any time the proper officers of the Company shall bind

the Company, notwithstanding that such individuals or any of them have ceased to

hold such offices prior to the authentication and delivery of such Securities or

did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and

delivery of this Indenture, the Company may deliver Securities executed by the

Company to the Trustee for authentication; and the Trustee shall, upon Company

Order, authenticate and make available for delivery such Securities as in this

Indenture provided and not otherwise.

Prior to any such authentication and delivery, the Trustee

shall be entitled to receive, in addition to any Officers' Certificate and

Opinion of Counsel required to be furnished to the Trustee pursuant to Section

102, and the Board Resolution and any certificate relating to the issuance of

the series of Securities required to be furnished pursuant to Section 202, an

Opinion of Counsel stating that:

(1) all instruments furnished to the Trustee conform to the

requirements of the Indenture and constitute sufficient authority

hereunder for the Trustee to authenticate and deliver such Securities;

(2) the form and terms of such Securities have been

established in conformity with the provisions of this Indenture;

(3) all laws and requirements with respect to the execution

and delivery by the Company of such Securities have been complied with,

the Company has the corporate power to issue such Securities and such

Securities have

-22-

<PAGE>

been duly authorized and delivered by the Company and, assuming due

authentication and delivery by the Trustee, constitute legal, valid and

binding obligations of the Company enforceable in accordance with their

terms (subject, as to enforcement of remedies, to applicable

bankruptcy, reorganization, insolvency, moratorium or other laws and

legal principles affecting creditors' rights generally from time to

time in effect and to general equitable principles, whether applied in

an action at law or in equity) and entitled to the benefits of this

Indenture, equally and ratably with all other Securities, if any, of

such series Outstanding;

(4) the Indenture is qualified under the Trust Indenture Act;

and

(5) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities

created by an indenture supplemental hereto, also stating that all laws and

requirements with respect to the form and execution by the Company of the

supplemental indenture with respect to that series of Securities have been

complied with, the Company has corporate power to execute and deliver any such

supplemental indenture and has taken all necessary corporate action for those

purposes and any such supplemental indenture has been executed and delivered and

constitutes the legal, valid and binding obligation of the Company enforceable

in accordance with its terms (subject, as to enforcement of remedies, to

applicable bankruptcy, reorganization, insolvency, moratorium or other laws and

legal principles affecting creditors' rights generally from time to time in

effect and to general equitable principles, whether applied in an action at law

or in equity) and, if the authentication and delivery relates to Securities of a

series issued pursuant to Section 311, paragraphs (2) and (3) of the foregoing

opinion shall read as follows:

"(2) the form of such Securities and the procedures for

determining the terms of such Securities as set forth in the procedures

relating thereto referred to in Section 311 have been established in

conformity with the provisions of this Indenture; and

(3) all laws and requirements with respect to the execution

and delivery by the Company of such Securities have been complied with,

the Company has the corporate power to issue such Securities and such

Securities have been duly authorized by the Company and when duly

executed

-23-

<PAGE>

by the Company and completed and authenticated in accordance with the

Indenture and issued, delivered and paid for in accordance with the

applicable selling agency or distribution agreement, will have been

duly issued under the Indenture and will constitute the legal, valid

and binding obligations of the Company enforceable in accordance with

their terms (subject, as to enforcement of remedies, to applicable

bankruptcy, reorganization, insolvency, moratorium or other laws and

legal principles affecting creditors' rights generally from time to

time in effect and to general equitable principles, whether applied in

an action at law or in equity) and entitled to the benefits of this

Indenture, equally and ratably with all other Securities, if any, of

such series Outstanding."

The Trustee shall not be required to authenticate such

Securities if the issue thereof will adversely affect the Trustee's own rights,

duties or immunities under the Securities and this Indenture.

Unless otherwise provided in the form of Security for any

series, all Securities shall be dated the date of their 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.

Section 304. Temporary Securities. Pending the preparation of

definitive Securities of any series, the Company may execute, and, upon receipt

of the documents required by Section 303, together with a Company Order, the

Trustee shall authenticate and make available for delivery, temporary Securities

which are printed, lithographed, typewritten, mimeographed or otherwise

produced, in any authorized denomination, substantially of the tenor of the

definitive Securities in lieu of which they are issued and with such appropriate

insertions, omissions, substitutions and other variations as the officers

executing such Securities may determine, as evidenced by their execution of such

Securities.

If temporary Securities of any series are issued, the Company

will cause definitive Securities of such series to be prepared without

unreasonable delay. After the preparation of definitive Securities, the

temporary Securities of such series

-24-

<PAGE>

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, without charge to the Holder; and upon surrender for

cancellation of any one or more temporary Securities the Company shall execute

and the Trustee shall authenticate and make available for delivery in exchange

therefor a like principal amount of definitive Securities of such series of

authorized denominations and of like tenor and terms. Until so exchanged the

temporary Securities of such series shall in all respects be entitled to the

same benefits under this Indenture as definitive Securities of such series.

Section 305. Registration, Transfer and Exchange. The Company

shall keep or cause to be kept a register or registers (herein sometimes

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, or of Securities of a particular series, and for transfers of

Securities or of Securities of such series. Any such register shall be in

written form or in any other form capable of being converted into written form

within a reasonable time. At all reasonable times the information contained in

such register or registers shall be available for inspection by the Trustee at

the office or agency to be maintained by the Company as provided in Section

1002. There shall be only one Security Register per series of Securities.

Subject to Section 204, upon surrender for transfer of any

Security of any series at the office or agency of the Company in a Place of

Payment, 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 such series of any authorized denominations, of a like

aggregate principal amount and Stated Maturity and of like tenor and terms.

Subject to Section 204, at the option of the Holder,

Securities of any series may be exchanged for other Securities of such series of

any authorized denominations, of a like aggregate principal amount and Stated

Maturity and of like tenor and terms, 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

make available for delivery, the Securities which the Securityholder making the

exchange is entitled to receive.

All Securities issued upon any transfer or exchange of

Securities shall be the valid obligations of the Company,

-25-

<PAGE>

evidencing the same debt, and entitled to the same benefits under this

Indenture, as the Securities surrendered upon such transfer or exchange.

Every Security presented or surrendered for transfer or

exchange shall (if so required by the Company or the Trustee) be duly endorsed,

or be accompanied by a written instrument of transfer in form satisfactory to

the Company and the Security Registrar duly executed, by the Holder thereof or

his attorney duly authorized in writing.

Unless otherwise provided in the Security to be transferred or

exchanged, no service charge shall be made on any Securityholder for any

transfer or exchange of Securities, but the Company may (unless otherwise

provided in such Security) require payment of a sum sufficient to cover any tax

or other governmental charge that may be imposed in connection with any transfer

or exchange of Securities, other than exchanges pursuant to Section 304 or 906

not involving any transfer.

The Company shall not be required (i) to issue, transfer or

exchange any Security of any series during a period beginning at the opening of

business 15 days before the day of the mailing of a notice of redemption of

Securities of such series selected for redemption under Section 1103 and ending

at the close of business on the date of such mailing, or (ii) to transfer or

exchange any Security so selected for redemption in whole or in part.

None of the Company, the Trustee, any agent of the Trustee,

any Paying Agent or the Security Registrar will have any responsibility or

liability for any aspect of the records relating to or payments made on account

of beneficial ownership interests of a Global Security or for maintaining,

supervising or reviewing any records relating to such beneficial ownership

interests.

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

If (i) any mutilated Security is surrendered to the Trustee, or the Company and

the Trustee receive evidence to their satisfaction of the destruction, loss or

theft of any Security, and (ii) there is delivered to the Company and the

Trustee such security or indemnity as may be required by them to save each 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 upon its request the Trustee shall authenticate and make available

for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost

or stolen Security, a new Security of

-26-

<PAGE>

like tenor, series, stated maturity and principal amount, 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 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 the same 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.

Unless otherwise provided with respect to such Security pursuant to Section 301,

interest on any Security which is payable, and is punctually paid or duly

provided for, on any Interest Payment Date shall be paid to the Person in whose

name that Security (or one or more Predecessor Securities) is registered at the

close of business on the Regular Record Date for such interest.

Any interest on any Security 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

registered Holder on the relevant Regular Record Date by virtue of his having

been such Holder; and, except as hereinafter provided, such Defaulted Interest

may be paid by the Company, at its election in each case, as provided in Clause

(1) or Clause (2) below:

(1) The Company may elect to make payment of any Defaulted

Interest to the Persons in whose names any such Securities (or their

respective Predecessor Securities) are registered at the close of

business on a Special

-27-

<PAGE>

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

such Security 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 nor less

than 10 days prior to the date of the proposed payment and not less

than 10 days after the receipt by the Trustee of the notice of the

proposed payment. The Trustee shall promptly notify the Company of such

Special Record Date and, in the name and at the expense of the Company,

shall cause notice of the proposed payment of such Defaulted Interest

and the Special Record Date therefor to be mailed, first-class postage

prepaid, to the Holder of each such Security at such Holder's address

as it appears in the Security Register, not less than 10 days prior to

such Special Record Date. Notice of the proposed payment of such

Defaulted Interest and the Special Record Date therefor having been

mailed as aforesaid, such Defaulted Interest shall be paid to the

Persons in whose names such Securities (or their respective Predecessor

Securities) are registered 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 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.

If any installment of interest the Stated Maturity of which is

on or prior to the Redemption Date for any Security called for redemption

pursuant to Article Eleven is not paid or duly provided for on or prior to the

Redemption Date in accordance with the foregoing provisions of this Section,

such interest shall be payable as part of the Redemption Price of such

Securities.

-28-

<PAGE>

Subject to the foregoing provisions of this Section, each

Security delivered under this Indenture upon transfer of or in exchange for or

in lieu of any other Security shall carry the rights to interest accrued and

unpaid, and to accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners. The Company, the Trustee

and any agent of the Company or the Trustee may treat the Person in whose name

any Security is registered as the owner of such Security for the purpose of

receiving payment of principal of (and premium, if any), and (subject to Section

307) interest on, such Security and for all other purposes whatsoever, whether

or not such Security be overdue, and neither the Company, the Trustee nor any

agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 309. Cancellation. All Securities surrendered for

payment, redemption, transfer, or exchange or credit against a sinking fund

shall, if surrendered to any Person other than the Trustee, be delivered to the

Trustee and, if not already cancelled, 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 all Securities so delivered shall be

promptly cancelled by the Trustee. No Security 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. The Trustee shall deliver all

cancelled Securities to the Company.

Section 310. Computation of Interest. Unless otherwise

provided as contemplated in Section 301, interest on the Securities shall be

calculated on the basis of a 360-day year of twelve 30-day months.

Section 311. Medium-Term Securities. Notwithstanding any

contrary provision herein, if all Securities of a series are not to be

originally issued at one time, it shall not be necessary for the Company to

deliver to the Trustee an Officers' Certificate, Board Resolution, supplemental

indenture, Opinion of Counsel or Company Order otherwise required pursuant to

Sections 102, 202, 301 and 303 at or prior to the time of authentication of each

Security of such series if such documents are delivered to the Trustee or its

agent at or prior to the authentication upon original issuance of the first

Security of such series to be issued; provided that any subsequent request by

the Company to the Trustee to authenticate Securities of such series upon

original issuance shall constitute a representation and warranty by the Company

that as of the date of such request, the statements made in the Officers'

Certificate

-29-

<PAGE>

or other certificates delivered pursuant to Sections 102 and 202 shall be true

and correct as if made on such date.

A Company Order, Officers' Certificate or Board Resolution or

supplemental indenture delivered by the Company to the Trustee in the

circumstances set forth in the preceding paragraph may provide that Securities

which are the subject thereof will be authenticated and delivered by the Trustee

or its agent on original issue from time to time in the aggregate principal

amount established for such series pursuant to such procedures acceptable to the

Trustee as may be specified from time to time by Company Order upon the

telephonic, electronic or written order of persons designated in such Company

Order, Officers' Certificate, supplemental indenture or Board Resolution (any

such telephonic or electronic instructions to be promptly confirmed in writing

by such persons) and that such persons are authorized to determine, consistent

with such Company Order, Officers' Certificate, supplemental indenture or Board

Resolution, such terms and conditions of said Securities as are specified in

such Company Order, Officers' Certificate, supplemental indenture or Board

Resolution.

Section 312. CUSIP Numbers. The Company in issuing the

Securities may use "CUSIP" numbers (if then generally in use), and, if so, the

Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to

Holders; provided that any such notice may state that no representation is made

as to the correctness of such numbers either as printed on the Securities or as

contained in any notice of a redemption and that reliance may be placed only on

the other identification numbers printed on the Securities, and any such

redemption shall not be affected by any defect in or omission of such numbers.