AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1994
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
FORM S-3
 REGISTRATION STATEMENT
UNDER
 THE SECURITIES ACT OF 1933
THE DIAL CORP
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                          36-1169950
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)	

DIAL TOWER, PHOENIX, ARIZONA 85077
 (602) 207-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JOHN W. TEETS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE DIAL CORP
DIAL TOWER, PHOENIX, ARIZONA 85077
 (602) 207-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:

        L. GENE LEMON, ESQ.                                 JOEL S. KLAPERMAN
VICE PRESIDENT AND GENERAL COUNSEL                         SHEARMAN & STERLING
           THE DIAL CORP                                  599 LEXINGTON AVENUE
            DIAL TOWER                                  NEW YORK, NEW YORK 10022
      PHOENIX, ARIZONA 85077                                 (212) 848-4000
          (602) 207-4000	

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE

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                                                              PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF EACH CLASS                        AMOUNT TO BE      OFFERING PRICE PER      AGGREGATE OFFERING              AMOUNT OF
OF SECURITIES TO BE REGISTERED             REGISTERED(1)          UNIT(2)                PRICE(3)                 REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Debt Securities....................                                 100%
___________________________________                          __________________

Debt Warrants......................                                  __
___________________________________

Preferred Stock....................        $500,000,000              __                  $500,000,000                $174,414
___________________________________

Depositary Shares..................                                  __
___________________________________

Common Stock(4)....................                                  __
___________________________________

Common Stock Warrants..............                                  __
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(1) In U.S. dollars or the equivalent thereof in one or more foreign currencies or units of one or more foreign currencies or
    composite currencies. If any securities are issued at an original issue discount, then additional securities may be issued
    so long as the aggregate initial offering price of all such securities, together with the initial offering price of all other
    securities registered hereunder or previously registered under the Securities Act, does not exceed $500,000,000.
(2) Estimated solely for the purpose of computing the registration fee.
(3) No separate consideration will be received for Common Stock or Preferred Stock that are issued upon conversion of Debt
    Securities, Preferred Stock, or Depositary Shares. The proposed maximum aggregate offering price has been estimated solely
    for the purpose of computing the registration fee.
(4) Includes associated rights (the "Rights") to purchase Common Stock. Until the occurrence of certain prescribed events, none
    of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing the Common Stock, and
    will be transferred along with and only with the Common Stock.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
====================================================================================================================================	

INTRODUCTORY NOTE
This Registration Statement contains a form of Basic Prospectus relating to the Securities registered hereby and a form of Prospectus Supplement relating to an offering of Medium-Term Notes of The Dial Corp, due nine months or more from date of issuance. The Prospectus Supplement relates only to such Medium-Term Notes and is one form of Prospectus Supplement which may be used by The Dial Corp to offer its Securities under this Registration Statement.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus supplement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
PROSPECTUS SUPPLEMENT
 (To Prospectus Dated , 1994)
$500,000,000
THE DIAL CORP
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
 The Dial Corp (the "Company") may offer from time to time its Medium-Term Notes, in one or more series (the "Notes") having aggregate proceeds of up to $500,000,000, subject to reduction at the option of the Company, including as a result of the sale of other Securities of the Company under the Prospectus to which this Prospectus Supplement relates. The Notes will be offered at varying maturities nine months or more from their dates of issue and may be subject to redemption at the option of the Company or repayment at the option of the holder prior to maturity as set forth in a pricing supplement (the "Pricing Supplement") to this Prospectus Supplement. Notes may pay a legal amount in respect of both principal and interest amortized over the life of the Note (an "Amortizing Note"). Unless otherwise specified in the applicable Pricing Supplement, the Notes will be issued in denominations of $1,000 and any larger amount that is an integral multiple of $1,000. Each Note will bear interest either at a fixed rate (a "Fixed Rate Note"), which may be zero in the case of certain Notes issued at a price representing a discount from the principal amount payable at maturity, or at a floating rate (a "Floating Rate Note") as set forth in the Pricing Supplement. The Notes will rank pari passu with all outstanding unsubordinated and unsecured indebtedness of the Company. See "Description of Notes."
Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note will accrue from its date of issue and will be payable semiannually on each January 15, and July 15 and at maturity (or date of earlier redemption or repayment). Interest on each Floating Rate Note will accrue from its date of issue and will be payable monthly, quarterly, semiannually, annually or otherwise as specified in the applicable Pricing Supplement, and at maturity (or date of earlier redemption or repayment). The issue price, the maturity date, any applicable interest rate or interest rate formula, any redemption and repayment provisions and any other terms applicable to each Note will be established at the time of issuance of such Note and set forth in the applicable Pricing Supplement.
Unless otherwise specified in the Pricing Supplement, each Note will be issued only in book-entry form and will be represented by a global security registered in the name of a nominee of The Depository Trust Company, as Depositary (a "Book-Entry Note"). Beneficial interests in Book-Entry Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary (with respect to beneficial interests of participants) and its participants. See "Description of Notes -- Book-Entry System."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                           PRICE TO             AGENTS'                  PROCEEDS TO
                                           PUBLIC(1)         COMMISSION(2)              COMPANY(2)(3)
Per Note.............................    100.000%         .125%-.750%             99.250%-99.875%
Total................................    $500,000,000     $625,000-$3,750,000     $496,250,000-$499,375,000	

(1) Unless otherwise specified in the applicable Pricing Supplement, the Notes will be sold at 100% of their principal amount.
(2) For any Note with a maturity from nine months to thirty years from its date of issue, the Company will pay a commission to Salomon Brothers Inc, Citicorp Securities, Inc., Goldman, Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (each an "Agent" and collectively the "Agents"), in the form of a discount ranging from .125% to .750% of the principal amount of any Note, depending upon maturity, sold through such Agents. The commission applicable to any Note with a maturity of greater than thirty years from its date of issue will be determined at the time of sale. The Company may also sell Notes to an Agent, as principal, at a discount for resale to investors, other dealers or other purchasers at varying prices related to prevailing market prices at the time of resale or, if set forth in the applicable pricing supplement, at a fixed offering price, as determined by such Agent. Unless otherwise specified in the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity. The Company may also sell Notes directly to investors on its own behalf, in which case no commission will be payable. See "Plan of Distribution."
(3) Before deduction of expenses payable by the Company in connection with the offering of the Notes estimated to be $500,000, including reimbursement of certain of the Agents' expenses.
The Notes are being offered on a continuous basis by the Company through the Agents, each of which is authorized to solicit purchases of the Notes. The Company reserves the right to sell Notes directly on its own behalf in those jurisdictions where it is authorized to do so. The Notes will not be listed on any securities exchange. There can be no assurance that the Notes offered by this Prospectus Supplement will be sold or that there will be a secondary market for any of the Notes. The Company reserves the right to withdraw, cancel or modify the offer made hereby without notice. The Company may reject any offer, in whole or in part. See "Plan of Distribution."
SALOMON BROTHERS INC
CITICORP SECURITIES, INC.
GOLDMAN, SACHS & CO.
 MERRILL LYNCH & CO.
The date of this Prospectus Supplement is , 1994.

DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Securities (as such term is used in the accompanying Prospectus) set forth in the accompanying Prospectus, to which description reference is hereby made. The terms and conditions set forth herein will apply to each Note unless otherwise specified in the applicable Pricing Supplement and the related Note.
GENERAL
The Notes will be issued under an indenture, dated as of April 1, 1993 (the "Senior Indenture"), between the Company and The Chase Manhattan Bank, N.A., as trustee (the "Trustee"). The Notes will rank as to priority of payment pari passu with all other unsubordinated and unsecured indebtedness of the Company. The Notes may be issued, from time to time, in one or more series under the Senior Indenture and are limited to aggregate proceeds of $500,000,000, subject to reduction at the option of the Company, including as a result of the sale of other Securities of the Company. See "Plan of Distribution."
The statements herein concerning the Notes and the Senior Indenture do not purport to be complete. They are qualified in their entirety by reference to the provisions of the Senior Indenture, including the definitions of certain terms used herein without definition.
The Notes will be offered on a continuous basis and will mature on any day nine months or more from the date of issue, as selected by the purchaser and agreed to by the Company, and may be subject to redemption at the option of the Company or repayment at the option of the holder prior to maturity. Each Note will bear interest at either (a) a fixed rate, which may be zero in the case of certain Notes issued at a price representing a discount from the principal amount payable at maturity or (b) a rate or rates determined by reference to the interest rate base or combination of interest rate bases (each a "Base Rate") specified in the applicable Pricing Supplement, which may be adjusted by a Spread and/or Spread Multiplier (each as defined below).
The Notes will be issued in fully registered form only, without coupons. Unless otherwise provided in the applicable Pricing Supplement, the Notes will be issued in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000.
Interest rates offered by the Company with respect to the Notes may differ depending upon the aggregate principal amount of Notes purchased in any transaction.
The applicable Pricing Supplement will indicate either that a Note cannot be redeemed prior to maturity or that a Note will be redeemable at the option of the Company on or after a specified date at prices declining from a specified premium, if any, to par after a later date, together with accrued interest to the date of redemption, and if the Notes are subject to a sinking fund. Each Note may pay a legal amount in respect of both principal and interest amortized over the life of the Note.
The applicable Pricing Supplement will indicate whether a Note may be subject to repayment at the option of the holder and, if such Note is subject to such repayment, the date or dates specified prior to maturity and the applicable price or prices (together with accrued interest, if any, and premium, if any), to the date or dates of repayment.
Unless otherwise provided in the applicable Pricing Supplement, each Note will be issued as a Book-Entry Note registered in the name of the nominee of the Depositary. So long as the Depositary or its nominee is the registered owner of such Book-Entry Notes, the Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Notes for all purposes under the Indenture. Except as set forth under "Book-Entry System," Book-Entry Notes will not be issuable in certificated form.
The Notes may be issued as original issue discount notes (each an "Original Issue Discount Note") which will be offered at a discount from the principal amount thereof due at the stated maturity of such Notes. There may not be any periodic payments of interest on Original Issue Discount Notes. In the event of an acceleration of the maturity of any Original Issue Discount Note, the amount payable to the holder of such Original Issue Discount Note upon such acceleration will be determined in accordance with the Pricing
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Supplement and the terms of such security, but will be an amount less than the amount payable at the maturity of the principal of such Original Issue Discount Note. For federal income tax considerations with respect to the Original Issue Discount Notes, see "Certain United States Federal Income Tax Consequences" herein.
The Pricing Supplement relating to each Note will describe the following terms: (1) whether such Note is a Fixed Rate Note or a Floating Rate Note; (2) the price (expressed as a percentage of the aggregate principal amount thereof) at which such Note will be issued (the "Issue Price"); (3) the trade date; (4) the date on which such Note will be issued (the "Original Issue Date"); (5) the date on which such Note will mature (the "Maturity Date"); (6) if such Note is a Fixed Rate Note, the rate per annum at which such Note will bear interest (the "Interest Rate"); (7) if such Note is a Floating Rate Note, the Base Rate, the Initial Interest Rate, the Interest Reset Dates, the Interest Payment Dates, the Index Maturity, the Maximum Interest Rate and the Minimum Interest Rate, if any, and the Spread or Spread Multiplier, if any (each as defined below), and any other terms relating to the particular method of calculating the interest rate for such Note; (8) whether such Note may be redeemed at the option of the Company or repaid at the option of the holder prior to maturity, and, if so, the provisions relating to such redemption or repayment; (9) whether such Note is an Original Issue Discount Note, and, if so, the yield to maturity; (10) whether such Note is an Amortizing Note, and, if so, the dates and amounts that principal is payable; and (11) any other terms of such Note not inconsistent with the provisions of the Indenture.
"Business Day" means any day other than a Saturday or Sunday that is (a) neither a legal holiday nor a day on which banking institutions are authorized or obligated by law, regulation or executive order to close in The City of New York and (b) with respect to Notes that will bear interest based on a specified percentage of London interbank offered rate quotations ("LIBOR"), a London Banking Day. "London Banking Day" means a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
PAYMENT OF PRINCIPAL AND INTEREST
The principal of and any premium and interest on each Note will be paid by the Company in U.S. dollars. Until the Notes are paid or payment thereof is duly provided for, the Company will, at all times, maintain a paying agent in The City of New York (a "Paying Agent"), capable of performing the duties described herein to be performed by the Paying Agent. The Company has initially appointed The Chase Manhattan Bank, N.A. to serve as Paying Agent.
Unless otherwise specified in the applicable Pricing Supplement, interest on a Note which is not a Book-Entry Note (other than interest paid on the Maturity Date or upon earlier redemption or repayment) will be paid, except as provided below, by mailing a check to the holder at the address of such holder appearing on the security register for the Notes on the applicable Regular Record Date (as defined below). Notwithstanding the foregoing, a holder of $10,000,000 or more in aggregate principal amount of Notes of like tenor and terms which are not Book-Entry Notes will be entitled to receive payments by wire transfer of immediately available funds, but only if appropriate wire transfer instructions shall have been received in writing by the Paying Agent not less than ten Business Days prior to the applicable Interest Payment Date. Payments of interest on a Book-Entry Note will be made in accordance with the arrangements from time to time in place between the Paying Agent and the holder thereof. Beneficial owners of Book-Entry Notes are expected to be paid in accordance with the Depositary's and its participants' procedures in effect from time to time as described under "Book-Entry System" below.
The regular record date (the "Regular Record Date") with respect to any date (an "Interest Payment Date") on which interest on a Note is due and payable shall be the date 15 calendar days immediately preceding such Interest Payment Date, whether or not such date shall be a Business Day. Interest payable and punctually paid or duly provided for on any Interest Payment Date will be paid to the person in whose name a Note is registered at the close of business on the Regular Record Date corresponding to such Interest Payment Date; provided, however, that unless otherwise specified in the applicable Pricing Supplement, in the case of a Note having an Original Issue Date between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Original Issue Date and ending on such
S-3

Interest Payment Date shall be paid on the succeeding Interest Payment Date to the registered holder on the Regular Record Date for the succeeding Interest Payment Date; provided, further, that interest payable at maturity or upon earlier redemption or repayment will be payable to the person to whom principal shall be payable.
Unless otherwise specified in the applicable Pricing Supplement, payments of principal, premium, if any, and interest, if any, on the Notes at maturity or upon earlier redemption or repayment will be made, if at maturity or upon earlier redemption, then on the Maturity Date or the date fixed for redemption, as applicable, upon surrender of the Notes accompanied by appropriate wire instructions at the office of the Paying Agent in The City of New York, and, if upon repayment prior to maturity, then on the applicable date for repayment, provided the holder shall have complied with the requirements for repayment set forth in the Notes. All such payments shall be made in immediately available funds; provided that the Notes to be paid that are not Book-Entry Notes presented to the office of the Paying Agent in The City of New York in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. If an Interest Payment Date with respect to any Floating Rate Note would otherwise fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date will be postponed to the next succeeding Business Day (or, in the case of a LIBOR Note, if such day falls in the next calendar month, the next preceding Business Day). If the maturity date (or date of redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of principal, premium, if any, and interest may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date (or the date of redemption or repayment). In the case of Book-Entry Notes, such payments of principal, premium, if any, and interest, if any, will be made to the Depositary or its nominee as the registered owner of such Book-Entry Notes. Payments to beneficial owners of Book-Entry Notes are expected to be made through the Depositary and its participants. See "Description of Securities -- Global Securities" in the accompanying Prospectus.
Unless otherwise specified in the applicable Pricing Supplement, all percentages resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one half cent being rounded upward).
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from its Original Issue Date at the annual interest rate or rates specified on the face thereof and in the applicable Pricing Supplement until the principal amount thereof is paid or payment thereof is duly provided for. Unless otherwise set forth in the applicable Pricing Supplement, interest on Fixed Rate Notes will be payable semiannually on January 15 and July 15 of each year, and at maturity or upon earlier redemption or repayment to the persons to whom principal is payable (which, in the case of Book-Entry Notes, will be the Depositary or its nominee). Each payment of interest in respect of an Interest Payment Date shall include interest accrued to, but excluding, such Interest Payment Date and payments of interest at maturity or upon earlier redemption or repayment shall include interest accrued to, but excluding, the Maturity Date or the date of redemption or repayment. Any payment on any Fixed Rate Note due on any day which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such date. Interest on Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
FLOATING RATE NOTES
Each Floating Rate Note will bear interest from its Original Issue Date at a rate determined by reference to the Base Rate which may be adjusted by a Spread and/or Spread Multiplier, if any. The applicable Pricing Supplement will designate one or more of the following Base Rates as applicable to each Floating Rate Note: (a) the Commercial Paper Rate (a "Commercial Paper Rate Note"), (b) LIBOR (a "LIBOR Note"), (c) the Treasury Rate (a "Treasury Rate Note"), (d) the CD Rate (a "CD Rate Note"), (e) the Federal
S-4

Funds Rate (a "Federal Funds Rate Note"), (f) the Prime Rate (a "Prime Rate Note"), (g) the CMT Rate (a "CMT Rate Note") or (h) such other Base Rate or formula as is set forth in such Pricing Supplement and in such Floating Rate Note. The "Index Maturity" for any Floating Rate Note is the period until maturity of the instrument or obligation from which the Base Rate is calculated.
As specified in the applicable Pricing Supplement, a Floating Rate Note may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate of interest that may be applicable during any Interest Period (a "Maximum Interest Rate") and (ii) a minimum limitation, or floor, on the rate of interest that may accrue during any Interest Period (a "Minimum Interest Rate"). In addition to any Maximum Interest Rate that may be applicable to any Floating Rate Note pursuant to the above provisions, the interest rate on a Floating Rate Note will in no event be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application. The Notes will be governed by the law of the State of New York and, under such law, the maximum rate of interest on the date of this Prospectus Supplement, with certain exceptions, is 25% per annum on a simple interest basis. This limit may not apply to Notes in which $2,500,000 or more has been invested.
The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually or annually (each day on which the rate of interest is reset being herein referred to as an "Interest Reset Date"), as specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest Reset Date will be, in the case of Floating Rate Notes that reset daily, each Business Day; in the case of Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, Wednesday of each week; in the case of Treasury Rate Notes that reset weekly, Tuesday of each week (except as hereinafter provided); in the case of Floating Rate Notes that reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes that reset quarterly, the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes that reset semiannually, the third Wednesday of each of the two months of each year specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes that reset annually, the third Wednesday of the month of each year specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, if any Interest Reset Date for any Floating Rate Note that resets daily or weekly is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that, in the case of a LIBOR Note, if such Business Day would fall in the next succeeding calendar month, such Interest Reset Date shall be the next preceding Business Day.
Interest on each Floating Rate Note will be payable monthly, quarterly, semiannually, or annually as specified in the applicable Pricing Supplement. Unless otherwise indicated in the applicable Pricing Supplement and except as provided below, the Interest Payment Date will be, in the case of Floating Rate Notes with a daily, weekly or monthly Interest Period, the third Wednesday of each month or the third Wednesday of March, June, September and December of each year (as specified in the applicable Pricing Supplement); in the case of Floating Rate Notes with a quarterly Interest Period, the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes with a semiannual Interest Period, the third Wednesday of each of the two months of each year specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes with an annual Interest Period, the third Wednesday of the month of each year specified in the applicable Pricing Supplement and, in each case, the Maturity Date (or date of redemption or repayment). If such an Interest Payment Date is not a Business Day, such Interest Payment Date will be postponed to the succeeding Business Day, except that in the case of a LIBOR Note, if such Business Day is in the succeeding calendar month, such Interest Payment Date will be the preceding Business Day.
The "Spread" is the number of basis points (one basis point equals one-hundredth of a percentage point) specified in the applicable Pricing Supplement as being applicable to the interest rate for such Floating Rate Note, and the "Spread Multiplier" is the percentage specified in the applicable Pricing Supplement as being applicable to the interest rate for such Floating Rate Note.
Unless otherwise specified in the applicable Pricing Supplement, an interest payment for Floating Rate Notes (except in the case of Floating Rate Notes which reset daily or weekly) shall be the amount of interest
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accrued from and including the Original Issue Date, or from and including the last Interest Payment Date to which interest has been paid, as the case may be, to, but excluding, the next following Interest Payment Date set forth in such Pricing Supplement (an "Interest Period") or to, but excluding, the Maturity Date or the date of redemption or repayment. In the case of a Floating Rate Note on which interest is reset daily or weekly, interest payments shall be the amount of interest accrued from and including the Original Issue Date or from and including the last date for which interest has been paid, as the case may be, to, but excluding, the Regular Record Date immediately preceding such Interest Payment Date, except that at maturity or redemption the interest payable will include interest accrued to, but excluding, the Maturity Date or date of redemption.
With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of such Floating Rate Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period or from the last date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360 in the case of Commercial Paper Rate Notes, LIBOR Notes, CD Rate Notes, Federal Funds Rate Notes and Prime Rate Notes, by the number of days in the year in the case of Treasury Rate Notes or CMT Rate Notes, or by such other number of days as set forth in the Pricing Supplement in the case of Notes carrying another Base Rate. The interest rate applicable to any other day is the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as described below).
Unless otherwise specified in the applicable Pricing Supplement, The Chase Manhattan Bank, N.A. shall be the calculation agent (in such capacity, the "Calculation Agent") with respect to the Floating Rate Notes. Upon the request of the holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to such Floating Rate Note.
The interest rate in effect with respect to a Floating Rate Note from the Original Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will be specified in the applicable Pricing Supplement. The interest rate for each subsequent Interest Reset Date will be determined by the Calculation Agent as follows:
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the interest rates (calculated by reference to the Commercial Paper Rate and the Spread, if any, and/or Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "Commercial Paper Rate" for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a "Commercial Paper Interest Determination Date") and shall be the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity specified in the applicable Pricing Supplement, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" ("H.15(519)"), or any successor publication, under the heading "Commercial Paper." In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below), then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Interest Determination Date of the rate for commercial paper of the specified Index Maturity as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Commercial Paper." If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on that Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the specified Index Maturity placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided, however, that if the dealers selected as
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aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the following formula:

Money Market Yield =    D X 360
                      ______________ X 100
                       360 - (DXM)	

where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the period for which interest is being calculated.
The interest rate on Commercial Paper Rate Notes for each Interest Reset Date shall be the Commercial Paper Rate applicable to such Interest Reset Date plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in the applicable Pricing Supplement; provided, however, that
(i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and (ii) the interest rate in effect for the ten days immediately prior to maturity or repayment will be that in effect on the tenth day preceding such maturity or repayment. The "Calculation Date" pertaining to a Commercial Paper Interest Determination Date will be the first to occur of either (a) the tenth Business Day after such Commercial Paper Interest Determination Date or (b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated by reference to LIBOR and the Spread, if any, and/or Spread Multiplier, if any) specified in the LIBOR Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, LIBOR for each Interest Reset Date will be determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to an Interest Reset Date relating to a LIBOR Note, either, as specified in the applicable Pricing Supplement: (a) the arithmetic mean of the offered rates for deposits in the applicable currency specified in the Pricing Supplement (or, if no such currency is specified, U.S. dollars) for the period of the Index Maturity specified in the applicable Pricing Supplement, commencing on the second London Banking Day immediately following such Interest Reset Date, which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on the Interest Reset Date, if at least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters") or (b) the rate for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Banking Day immediately following that Interest Reset Date, that appears on the Telerate Page 3750 as of 11:00
A.M., London time, on that Interest Reset Date ("LIBOR Telerate"). Unless otherwise indicated in the applicable Pricing Supplement, "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR will be determined as if LIBOR Telerate had been specified. In the case where (a) above applies, if fewer than two offered rates appear on the Reuters Screen LIBO Page, or, in the case where (b) above applies if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that Interest Reset Date will be determined as if the parties had specified the rate described in (ii) below.
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(ii) With respect to an Interest Reset Date on which this provision applies, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement are offered at approximately 11:00 A.M., London time, on such Interest Reset Date by four major banks ("Reference Banks") in the London interbank market selected by the Calculation Agent to prime banks in the London interbank market commencing on the second London Banking Day immediately following such Interest Reset Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest Reset Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such Interest Reset Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Reset Date by three major banks (which may include the Agents) in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks having the specified Index Maturity designated in the applicable Pricing Supplement commencing on the second London Banking Day immediately following such Interest Reset Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR will be LIBOR then in effect on such Interest Reset Date.
The interest rate on LIBOR Notes for each Interest Reset Date shall be LIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in the applicable Pricing Supplement; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and (ii) the interest rate in effect for the ten days immediately prior to maturity or repayment will be that in effect on the tenth day preceding such maturity or repayment.
Treasury Rate Notes
Treasury Rate Notes will bear interest at the interest rates (calculated by reference to the Treasury Rate and the Spread, if any, and/or Spread Multiplier, if any) specified in the Treasury Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "Treasury Rate" means, with respect to any Interest Reset Date, the rate for the auction held on the Treasury Rate Determination Date (as defined below) of direct obligations of the United States ("Treasury bills") having the Index Maturity specified in the applicable Pricing Supplement as published in H.15(519) under the heading "U.S. Government Securities -- Treasury bills -- auction average (investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent yield, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity designated in the applicable Pricing Supplement are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent yield, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate for such Interest Reset Date will be the Treasury Rate in effect on such Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned, but if an auction
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shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following such auction. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except such auction may be held on the preceding Friday. If as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If no auction is held in any week (or on the preceding Friday), the Treasury Rate Determination Date shall be the Monday of the week in which the Interest Reset Date falls.
The interest rate on Treasury Rate Notes for each Interest Reset Date shall be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in the applicable Pricing Supplement; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and (ii) the interest rate in effect for the ten days immediately prior to maturity or repayment will be that in effect on the tenth day preceding such maturity or repayment. The "Calculation Date" pertaining to a Treasury Rate Determination Date will be the first to occur of either (a) the tenth Business Day after such Treasury Rate Determination Date or (b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.
CD Rate Notes
CD Rate Notes will bear interest at the interest rates (calculated by reference to the CD Rate and the Spread, if any, and/or Spread Multiplier, if any) specified in the CD Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "CD Rate" with respect to each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a "CD Interest Determination Date") and shall be the rate on such date for negotiable certificates of deposit having the Index Maturity designated in the applicable Pricing Supplement as published in H.15(519) under the heading "CDs (Secondary Market)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Interest Determination Date, then the CD Rate shall be the rate on such CD Interest Determination Date for negotiable certificates of deposit having the specified Index Maturity as published in Composite Quotations under the heading "Certificates of Deposit." If such rate is not so published by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on such CD Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity in a denomination of U.S.$5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect on such CD Interest Determination Date.
The interest rate on CD Rate Notes for each Interest Reset Date shall be the CD Rate applicable to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in the applicable Pricing Supplement; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate and (ii) the interest rate in effect for the ten days immediately prior to maturity or repayment will be that in effect on the tenth day preceding such maturity or repayment. The "Calculation Date" pertaining to a CD Interest Determination Date will be the first to occur of either (a) the tenth Business Day after such CD Interest Determination Date or
(b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.
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Federal Funds Rate Notes
Federal Funds Rate Notes will bear interest at the interest rates (calculated by reference to the Federal Funds Rate and the Spread, if any, and/or Spread Multiplier, if any) specified in the Federal Funds Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "Federal Funds Rate" with respect to each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a "Federal Funds Interest Determination Date"), and shall be the rate on that date for Federal Funds as published in H.15 (519) under the heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate on such Federal Funds Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Federal Funds Interest Determination Date, the Federal Funds Rate for such Federal Funds Reset Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent as of 9:00 A.M., New York City time, on such Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on such Federal Funds Interest Determination Date.
The interest rate on Federal Funds Rate Notes for each Interest Reset Date shall be the Federal Funds Rate applicable to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in the applicable Pricing Supplement; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date shall be the Initial Interest Rate; and (ii) the interest rate in effect for the ten days immediately prior to maturity or repayment will be that in effect on the tenth day preceding such maturity or repayment. The "Calculation Date" pertaining to a Federal Funds Interest Determination Date will be the first to occur of either (a) the tenth Business Day after such Federal Funds Interest Determination Date or (b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.
Prime Rate Notes
Prime Rate Notes will bear interest at the interest rates (calculated by reference to the Prime Rate and the Spread, if any, and/or Spread Multiplier, if any) specified in the Prime Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "Prime Rate" with respect to each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a "Prime Interest Determination Date") and shall be the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan," or if not so published prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appear on the Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base lending rate as in effect for the Prime Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen NYMF Page for the Prime Interest Determination Date, the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the prime rate quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime Rate will be determined by the Calculation Agent on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total
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equity capital of at least $500,000,000 and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid are not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate in effect on such Prime Interest Determination Date. "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).
The interest rate on Prime Rate Notes for each Interest Reset Date shall be the Prime Rate applicable to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in the applicable Pricing Supplement; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date shall be the Initial Interest Rate and (ii) the interest rate in effect for the ten days immediately prior to maturity or repayment will be that in effect on the tenth day preceding such maturity or repayment. The "Calculation Date" pertaining to a Prime Interest Determination Date will be the first to occur of either (a) the tenth Business Day after such Prime Interest Determination Date or (b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.
CMT Rate Notes
CMT Rate Notes will bear interest at the rates (calculated with reference to the CMT Rate and the spread and/or Spread Multiplier, if any) specified in such CMT Rate Notes and any applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "CMT Rate" means, with respect to any Interest Determination Date relating to a CMT Rate Note or any Floating Rate Note for which the interest rate is determined with reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate displayed on the Designated CMT Telerate Page under the caption ". . .Treasury Constant Maturities. . .Federal Reserve Board Release H.15. . .Mondays Approximately 3:45 P.M.," under the column for the Designated CMT Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index as published in the relevant H.15(519). If such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for the CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on the CMT Rate Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such Treasury Note quotations,
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the CMT Rate for such CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M. (New York City time) on the CMT Rate Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the CMT Rate will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity as described in the third preceding sentence, have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotes for the CMT Rate Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate Service on the page designated in the applicable Pricing Supplement (or any other page as may replace such page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)), for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no such page is specified in the applicable Pricing Supplement, the Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in the applicable Pricing Supplement with respect to which the CMT Rate will be calculated. If no such maturity is specified in the applicable Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
Payments on Amortizing Notes
Amortizing Notes are securities for which payments of principal and interest are made in equal installments over the life of the security. Unless otherwise provided in the applicable Pricing Supplement, interest on each Amortizing Note will be computed upon the basis of a 360-day year of twelve 30-day months. Payments with respect to Amortizing Notes will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof. A table setting forth repayment information in respect of each Amortizing Note will be provided to the original purchaser and will be available, upon request, to subsequent holders.
Book-Entry System
Upon issuance, all Book-Entry Notes having the same Original Issue Date, original issue discount provisions, if any, Maturity Date, redemption provisions, if any, repayment provisions, if any, Interest Payment Dates, Interest Period, Regular Record Dates and, in the case of Fixed Rate Notes, interest rate or, in the case of Floating Rate Notes, the Base Rate, Initial Interest Rate, Index Maturity, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any, will be represented by a single Global Security. Each Global Security representing Book-Entry Notes will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depositary") or such other depositary as is specified in the Pricing Supplement, and registered in the name of a nominee of the Depositary.
Book-Entry Notes will not be exchangeable for certified Notes. However, if the Depositary is at any time unwilling, unable or ineligible to continue as a depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in definitive form in exchange for the Book-Entry Notes. In addition, the Company may at any time and in its sole discretion determine not to have Book-Entry Notes, and, in such event, will issue individual Notes in definitive form in exchange for the Book-Entry Notes previously representing all such Notes. In either instance, an owner of a beneficial interest in a
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Book-Entry Note will be entitled to physical delivery of Notes in definitive form equal in principal amount to such beneficial interest and to have such Notes registered in its name. Individual Notes so issued in definitive form will be issued in denominations of $1,000 and any larger amount that is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
The Depositary has advised the Company and the Agents as follows: The Depositary is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. The Depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers (including the Agents), banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to Global Securities representing Book-Entry Notes is set forth in the accompanying Prospectus under "Description of Debt Securities -- Global Securities." The Depositary has confirmed to the Company, the Agents and the Trustee that it intends to follow such procedures.
REDEMPTION AND REPURCHASE
The Pricing Supplement relating to each Note will indicate either that such Note cannot be redeemed prior to maturity or that such Note will be redeemable at the option of the Company on a date or dates specified prior to maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of redemption. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' written notice to the holders of the Notes, addressed to them at their respective addresses appearing on the Security Register of the Notes. If less than all Notes of a series having the same terms (except as to principal amount and date of issuance) are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
The Company may at any time purchase Notes at any price in the open market or otherwise. Notes so purchased by the Company may, at the Company's discretion, be held, resold or surrendered to the Trustee for cancellation.
REPAYMENT AT OPTION OF HOLDER
The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to maturity or that the Note will be repayable at the option of the holder on a date or dates specified prior to maturity at a price or prices, including premium, if any, set forth in the applicable Pricing Supplement, together with accrued interest, if any, to the date or dates of repayment.
In order for a Note which by its terms is repayable prior to its maturity to be so repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and
(b) either (i) the Note with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, the National Association of Securities Dealers Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the holder of the Note, the principal amount of the Note to be repaid, the certificate number or a description of the terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by the Paying Agent not later than five Business Days
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after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. The repayment option may be exercised by the holder of a Note for less than the entire principal amount of the Note, provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material United States federal income tax considerations relevant to the purchase, ownership and disposition of a Note and is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (including proposed Regulations and temporary Regulations) promulgated thereunder, rulings, official pronouncements and judicial decisions, all as in effect on the date of this Prospectus Supplement and all of which are subject to change, possibly with retroactive effect. This summary, however, provides general information only and does not purport to address all of the United States federal income tax consequences that may be applicable to a holder of a Note. It does not address all of the tax consequences that may be relevant to certain types of holders subject to special treatment under the federal income tax law, such as individual retirement and other tax-deferred accounts, dealers in securities or currencies, life insurance companies, tax-exempt organizations, persons holding Notes as a hedge or hedged against currency risk (or as a position in a straddle for tax purposes) or United States persons (as defined below) whose functional currency is other than the U.S. dollar. It also does not discuss the tax consequences to subsequent purchasers of Notes and is limited to investors who hold the Notes as capital assets (generally property held for investment). The federal income tax consequences of purchasing, holding or disposing of a particular Note will depend, in part, on the particular terms of such Note as set forth in the applicable Pricing Supplement and prospective purchasers should refer to the applicable Pricing Supplement. Further, persons considering the purchase of Notes are advised to consult their own tax advisors concerning the application of the United States federal income tax law to their particular situations as well as any tax consequences arising under the law of any state, local or foreign tax jurisdiction.
UNITED STATES PERSONS
For purposes of the following discussion, "United States person" means an individual who is a citizen or resident of the United States for United States federal income tax purposes, an estate or trust subject to United States federal income taxation without regard to the source of its income, or a corporation, partnership or other entity created or organized in or under the law of the United States or any state or the District of Columbia. The following discussion pertains only to a holder of a Note who is a beneficial owner of such Note and who is a "United States person."
PAYMENTS OF INTEREST ON NOTES THAT ARE NOT ORIGINAL ISSUE DISCOUNT NOTES
Except as discussed below under "Original Issue Discount Notes" and "Short Term Notes", payments of stated interest on a Note will be taxable to a holder as ordinary interest income at the time such interest is accrued or received in accordance with the holder's regular method of tax accounting so long as such interest represents qualified stated interest (as defined below).
PURCHASE, SALE, EXCHANGE OR RETIREMENT OF NOTES
A holder's tax basis in a Note generally will be the cost of the Note to such holder increased by any original issue discount, market discount or acquisition discount (all as defined below) previously included in the holder's gross income (as described below), and reduced by any amortized premium (as described below), principal payments received by the holder and payments of stated interest received by the holder that do not qualify as payments of qualified stated interest (as defined below).
Upon the sale, exchange or retirement of a Note, a holder generally will recognize gain or loss equal to the difference between the holder's tax adjusted basis in the Note and the amount realized on the sale, exchange or retirement except to the extent such amount is attributable to accrued interest. Any such gain or loss will be capital gain or loss if the Note was held as a capital asset, except for gain recognized by a cash
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basis holder representing accrued interest on a short-term note and for gain attributable to accrued market discount not previously included in income. Any such capital gain or loss will be long term capital gain or loss, if, at the time of the sale, exchange or retirement the Note was held for more than one year. Under current law, long-term capital gains of individuals are, under certain circumstances, taxed at lower rates than items of ordinary income.
ORIGINAL ISSUE DISCOUNT NOTES
The following summary is a general description of U.S. federal income tax consequences to holders of Notes issued with original issue discount ("Original Issue Discount Notes") and is based on the provisions of the Code and on certain Treasury Regulations promulgated thereunder in February 1994 (the "OID Regulations"). For purposes of this discussion, Original Issue Discount Notes includes Notes that are initially sold at a discount from their face amount and Notes that bear stated interest that does not qualify as qualified stated interest (described below).
For United States federal income tax purposes, original issue discount is the excess of the stated redemption price at maturity of each Original Issue Discount Note over its issue price if such excess is greater than or equal to a de minimis amount (described below). The issue price of an issue of Original Issue Discount Notes that are issued for cash will be equal to the first price at which a substantial amount of such Notes are sold to the public. The stated redemption price at maturity of an Original Issue Discount Note is the total of all payments required to be made under the Original Issue Discount Note other than payments of "qualified stated interest." The term "qualified stated interest" generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate or at current values of (i) a single qualified floating rate, or (ii) a single objective rate. A "qualified floating rate" is any floating rate where variations in such rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds (e.g., the Prime Rate or LIBOR). An "objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single formula that is fixed throughout the term of the Note and which is based upon one or more qualified rates or that is based on changes in the price of actively traded property (or an index of the prices of such property).
Special rules may apply under the OID Regulations in cases where variable rate debt instruments are subject to interest rate caps, floors or certain other interest rate adjustment features.
Except as described below with respect to Short-Term Notes (as defined below), and subject to a de minimis exception, a holder of an Original Issue Discount Note will be required to include original issue discount in income before the receipt of cash attributable to such income regardless of such Holder's regular method of accounting. Under the de minimis exception, such inclusion is not required if the original issue discount is less than a de minimis amount (generally 1/4 of 1% of the Note's stated redemption price at maturity multiplied by the number of complete years to maturity from the issue date). The OID Regulations provide that the holder will be required to include any amount excluded under the de minimis rule for original issue discount in income ratably as stated principal payments on the Notes are made.
The amount of original issue discount includible in income by the initial holder of an Original Issue Discount Note is the sum of the daily portions of original issue discount with respect to such Note for each day during the taxable year on which such holder held such Note ("accrued original issue discount"). Generally, the daily portion of the original issue discount is determined by allocating to each day in any "accrual period" a ratable portion of the original issue discount allocable to such accrual period. "Accrual periods" may be of any length and may vary in length over the term of the debt instrument, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the first day or on the final day of an accrual period. The "adjusted issue price" of an Original Issue Discount Note at the beginning of any accrual period generally is the sum of the issue price of an Original Issue Discount Note plus the accrued original issue discount for each prior accrual period reduced by any prior payment on the Original Issue Discount Note other than a payment of qualified stated interest. For any accrual period, the amount of the original issue discount allocable to each accrual period is equal to the excess (if any) of (a) the product of the adjusted issue price of the Original Issue Discount Note at the beginning of such accrual period and its
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yield to maturity (determined on the basis of compounding at the close of each accrual period and adjusted for the length of the accrual period) over (b) the sum of the qualified stated interest, if any, payable on such Original Issue Discount Note and allocable to such accrual period. Under these rules, a holder of an Original Issue Discount Note generally will have to include in income increasingly greater amounts of original issue discount in successive accrual periods.
If a holder's tax basis in an Original Issue Discount Note immediately after it is purchased exceeds the adjusted issue price of the Original Issue Discount Note (the amount of such excess is considered "acquisition premium") but is not greater than the stated redemption price at maturity of such Original Issue Discount Note, the amount includible in income in each taxable year as original issue discount is reduced (but not below zero) by that portion of the excess properly allocable to such year.
Certain of the Original Issue Discount Notes may be redeemable prior to maturity at the option of the Company (a "call option") and/or repayable prior to maturity at the option of the holder (a "put option"). Original Issue Discount Notes containing either or both of such features may be subject to rules that differ from the general rules discussed above. Holders intending to purchase Original Issue Discount Notes with either or both of such features should carefully examine the applicable Pricing Supplement and should consult with their own tax advisors with respect to either or both of such features since the tax consequences with respect to OID will depend, in part, on the particular terms and the particular features of the purchased Note.
Under the OID Regulations, holders may elect, subject to certain limitations, to include all interest on a Note using the constant yield method. For this purpose, interest includes stated interest, acquisition discount, original issue discount, de minimis original issue discount, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. Special rules apply to elections made with respect to Notes with amortizable bond premium or market discount and holders considering such an election should consult their own tax advisor. The election cannot be revoked without the approval of the Internal Revenue Service.
MARKET DISCOUNT
If a holder purchases a Note other than an Original Issue Discount Note for an amount that is less than its stated redemption price at maturity or, in the case of an Original Issue Discount Note, its "revised issue price" (defined below) as of the purchase date, the amount of the difference will be treated as "market discount", unless such difference is less than a specified de minimis amount. The "revised issue price" of an Original Issue Discount Note generally equals its issue price, plus the aggregate amount of original issue discount, includible (without regard to any reduction for acquisition premium, as discussed above) in gross income by all previous holders of the Original Issue Discount Note, less any cash payments (other than qualified stated interest) made to all previous holders of such Original Issue Discount Note.
Under the market discount rules of the Code, a holder will be required to treat any partial principal payment (or, in the case of an Original Issue Discount Note, any payment that does not constitute qualified stated interest) or any gain realized on the sale, exchange or retirement of a Note as ordinary income to the extent of the accrued market discount which has not previously been included in income at the time of such payment or disposition. Further, a disposition of a Note by gift (and in certain other circumstances) could result in the recognition of market discount income, computed as if such Note had been sold at its then fair market value. In addition, a Holder who purchases a Note with market discount may be required to defer the deduction of a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry such Note until the maturity of the Note or its earlier disposition in a taxable transaction.
Market discount is considered to accrue ratably during the period from the date of acquisition to the maturity date of a Note, unless the holder elects to accrue market discount under the rules applicable to original issue discount. A holder may elect to include market discount in income currently as it accrues, in which case the rules described above regarding the deferral of interest deductions will not apply.
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AMORTIZABLE BOND PREMIUM
Generally, if a holder's tax basis in a Note exceeds the stated redemption price at maturity of such Note, such excess may constitute amortizable bond premium that the holder may elect to amortize as an offset to interest income on the Note under the constant interest rate method over the period from the Note's acquisition date to its maturity date, with a corresponding decrease in the tax basis of the holder in the Note. Under certain circumstances, amortizable bond premium may be determined by reference to an early call date.
SHORT-TERM NOTES
In general, an individual or other cash method holder of a Note that matures one year or less from the date of its issuance (a "Short-Term Note") is not required to accrue stated interest or original issue discount on such Note unless it has elected to do so. Holders who report income under the accrual method, however, and certain other holders, including banks, dealers in securities and electing holders, are required to accrue "acquisition discount" (which is generally equal to original issue discount in the absence of an election by the holder) and any stated interest (to the extent not taken into account in determining the amount of acquisition discount) on such Note. In the case of a holder who is not required and does not elect to accrue acquisition discount and interest on a Short-Term Note, any gain realized on the sale, exchange or retirement of such Short-Term Note will be ordinary income to the extent of the acquisition discount and stated interest accrued through the date of sale, exchange or retirement. Such a holder will be required to defer, until such Short-Term Note is sold or otherwise disposed of, the deduction of a portion of the interest expense on any indebtedness incurred or continued to purchase or carry such Short-Term Note. Acquisition discount accrues on a straight-line basis unless an election is made to use the constant yield method (based on daily compounding).
The market discount rules will not apply to a Short-Term Note.
NON-UNITED STATES PERSONS
Subject to the discussion of backup withholding below, payments of principal and interest (including original issue discount) by the Company or its agent (in its capacity as such) to any holder that is a beneficial owner of a Note, but that is not a United States person and is not engaged in a trade or business in the United States, will not be subject to United States federal withholding tax provided (i) such holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (ii) such holder is not a controlled foreign corporation for United States tax purposes that is related to the Company through stock ownership, and (iii) either (A) the beneficial owner of the Note certifies to the Company or its agent, under penalties of perjury, that it is not a United States person and provides its name and address or (B) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "financial institution") certifies to the Company or its agent, under penalties of perjury, that the certification described in clause (A) hereof has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof.
If a holder of a Note that is not a United States person is engaged in a trade or business in the United States and if interest (including original issue discount) gain or income on the Note is effectively connected with the conduct of such trade or business, such holder, although exempt from United States withholding tax discussed in the preceding paragraph by reason of delivery of a properly prepared and completed Form 4224, will be subject to United States federal income tax on such interest (including original issue discount) gain or income less any allowable deductions, at the rates generally applicable to U.S. persons (plus, in the case of corporations, possible "branch profits" tax).
Subject to the discussion of "backup" withholding below, any capital gain realized upon the sale, exchange or retirement of a Note by a holder who is not a United States person will not be subject to United States federal income or withholding taxes unless (i) such gain is effectively connected with a United States trade or business of the holder (in which case such gain would be taxable as described in the immediately
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preceding paragraph), or (ii) in the case of an individual, such holder is present in the United States for 183 days or more in the taxable year of the retirement or disposition and certain other conditions are met (in which case such gain generally would be subject to tax on a gross basis at a 30% rate).
BACKUP WITHHOLDING AND INFORMATION REPORTING
The "backup" withholding and information reporting requirements may apply to payments on a Note and to certain payments of proceeds of the sale or retirement of a Note. The Company, its agent, a broker, or any paying agent, as the case may be, will be required to withhold tax from any payment that is subject to backup withholding equal to 31% of such payment if the holder fails to furnish his taxpayer identification number (social security number or employer identification number), to certify that such holder is not subject to backup withholding, or to otherwise comply with the applicable requirements of the backup withholding rules. Certain holders (including, among others, corporations and nonresident aliens who provide certification as to their foreign status) are not subject to the backup withholding and reporting requirements.
Any amounts withheld under the backup withholding rules from a payment to a holder may be claimed as a credit against such holder's United States federal income tax liability.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuous basis by the Company through each of the Agents, each of which has agreed to use its reasonable efforts to solicit offers to purchase Notes. For any Note with a maturity from nine months to thirty years from its date of issue, the Company will pay each Agent a commission of .125% to .750% of the principal amount of each Note sold through such Agent, depending upon the maturity of the Note. The commission applicable to any Note with a maturity of greater than thirty years from its date of issue will be determined at the time of sale. The Company may sell Notes to any of the Agents, as principal, at or above par or at a discount for resale to investors or other purchasers at varying prices related to prevailing market prices at the time of resale, to be determined by such Agent. The Company may also sell Notes to an Agent, as principal, at a discount for resale to investors, other dealers or other purchasers at varying prices related to prevailing market prices at the time of resale or, if set forth in the applicable Pricing Supplement, at a fixed offering price, as determined by such Agent. Unless otherwise indicated in the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity. The Company may sell Notes directly to investors on its own behalf. In the case of sales made directly by the Company, no commission will be payable. The Company has agreed to reimburse the Agents for certain expenses. Notes also may be offered through other agents on the same terms and conditions as those described above for offerings through the Agents. In such cases, the names of the other agents will be set forth in the Pricing Supplement.
The Company will have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole or in part whether placed directly with the Company or through an Agent. Each Agent will have the right, in its discretion reasonably exercised, to reject any offer to purchase Notes received by it in whole or in part.
In addition to offering Notes through the Agents as described herein, the Company may sell other Securities. Under certain circumstances, the sale of any such Securities may reduce correspondingly the maximum aggregate amount of Notes that may be offered by this Prospectus Supplement.
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No Note will have an established trading market when issued. The Notes will not be listed on any securities exchange. Each Agent may make a market in the Notes, but such Agent is not obligated to do so and may discontinue any market-making at any time without notice. There can be no assurance that the Notes offered hereby will be sold or that there will be a secondary market for any of the Notes.
The Company has agreed to indemnify each Agent against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments such Agent may be required to make in respect thereof. Each Agent may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933.
Each Agent may sell Notes it has purchased from the Company as principal to other dealers for resale to investors and other purchasers, and may allow any portion of the discount received in connection with such purchase from the Company to such dealers. After the initial public offering of Notes, the public offering price (in the case of Notes to be resold at a fixed public offering price), the concession and the discount may be changed.
The Agents and certain of their affiliates engage in transactions with and perform services for the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Notes offered hereby has been passed upon for the Company by L. Gene Lemon, Esq., Vice President and General Counsel of the Company, and for the Agents by Shearman & Sterling, New York, New York. Shearman & Sterling has advised the Company with respect to certain tax matters relating to the Notes as set forth under "Certain United States Federal Income Tax Consequences."
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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION DATED , 1994
PROSPECTUS
THE DIAL CORP
DEBT SECURITIES AND DEBT WARRANTS
PREFERRED STOCK AND DEPOSITARY SHARES
COMMON STOCK AND COMMON STOCK WARRANTS
The Dial Corp ("Company" or "Dial") may offer and sell from time to time under this Prospectus, together or separately, (i) unsecured debt securities (the "Debt Securities"), which may be either senior (the "Senior Debt Securities") or subordinated (the "Subordinated Debt Securities"), (ii) warrants to purchase Debt Securities (the "Debt Warrants"), (iii) shares of its preferred stock (the "Preferred Stock"), (iv) depositary shares (the "Depositary Shares") representing interests in Preferred Stock, (v) shares of its Common Stock (the "Common Stock") and (vi) warrants to purchase Common Stock (the "Common Warrants"), all on terms to be determined at the time of offering. The Debt Securities and Preferred Stock may be convertible into or exchangeable for Common Stock or other securities as herein described.
The Debt Warrants and Common Warrants are collectively called the "Warrants." The Debt Securities, Warrants, Preferred Stock, Depositary Shares or Common Stock, or a combination thereof, proposed to be sold pursuant to this Prospectus and the accompanying Prospectus Supplement are referred to as the "Offered Securities," and the Offered Securities, together with any Debt Securities issuable upon exercise of Debt Warrants, Common Stock issuable upon exercise of Common Warrants, Preferred Stock underlying Depositary Shares or Common Stock or other securities issuable upon conversion or exchange of any Debt Securities or Preferred Stock, are referred to as the "Securities." Securities (including Securities issuable upon conversion or exchange or upon exercise of Warrants) with an aggregate public offering price of up to $500,000,000 (or the equivalent thereof if any of the Securities are denominated in a currency, currency unit or composite currency ("Currency") other than the U.S. dollar) may be issued under this Prospectus.
The Prospectus Supplement accompanying this Prospectus sets forth, with respect to each series or issue of Securities for which this Prospectus and the Prospectus Supplement are being delivered: (i) the terms of any Debt Securities offered, including, where applicable, their title, ranking, aggregate principal amount, maturity, rate of any interest (or manner of calculation and time of payment thereof), any redemption or repayment terms, the Currency or Currencies in which such Debt Securities will be denominated or payable, any index, formula or other method pursuant to which principal, premium or interest may be determined, any terms for the conversion or exchange thereof and the form of such Debt Securities (which may be in registered, bearer or global form); (ii) the terms of any Warrants offered, including, where applicable, the exercise price, detachability, expiration date and other terms; (iii) the terms of any Preferred Stock offered, including the specific designations and dividend, redemption, voting and other rights not described in this Prospectus and any terms for the conversion or exchange thereof; (iv) the terms of any Depositary Shares offered; (v) the terms of any Common Stock offered; and (vi) any initial public offering price, the purchase price and net proceeds to the Company and the other specific terms of the offering of the Offered Securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offered Securities may be offered through underwriters, agents or dealers. If underwriters are used, it is expected that the managing underwriters will include Salomon Brothers Inc. If an underwriter, agent or dealer is involved in the offering of any Offered Securities, the underwriter's discount, agent's commission or dealer's purchase price will be set forth in, or may be calculated from, the Prospectus Supplement. See "Plan of Distribution." The date of this Prospectus is , 1994.

IN CONNECTION WITH AN OFFERING, THE UNDERWRITERS FOR SUCH OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED SECURITIES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission, which can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the Commission at Seven World Trade Center, New York, New York 10048, Northwestern Atrium Center, 500 Madison Street (Suite 1400), Chicago, Illinois 60661-2511 and 5757 Wilshire Boulevard, Los Angeles, California 90036-3648. Copies of such material can be obtained at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549. The Common Stock of the Company is listed on the New York Stock Exchange and the Pacific Stock Exchange and reports, proxy statements and other information about the Company can also be inspected at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York 10005 and The Pacific Stock Exchange, 115 Sansome Street, Suite 1104, San Francisco, California 94104. This Prospectus does not contain all the information set forth in the related registration statement and exhibits thereto which the Company has filed with the Securities and Exchange Commission under the Securities Act of 1933 and to which reference is hereby made.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1993;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994; and
(c) The description of the Company's Common Stock and the Rights to purchase Common Stock contained in the Company's registration statement on Form 8-B, dated February 24, 1992, under Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and prior to the termination of the offering of the Securities shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in any Prospectus Supplement modifies or supersedes such statement. Any statement so modified or so superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any beneficial owner of Securities, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents that have been incorporated by reference in this Prospectus (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to The Dial Corp, Dial Tower, Phoenix, Arizona 85077; Attention: Treasury Department; telephone number (602) 207-4000.
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THE COMPANY
The Company conducts a consumer products and services business focused on North American markets producing annual revenues in excess of $3 billion.
Dial's Consumer Products segment operates through four divisions, as follows:
Skin Care, which manufactures and markets Dial, Tone, Spirit, Pure & Natural and Liquid Dial soaps, and other soap and skin care products;
Laundry, which manufactures and markets Purex and Purex Ultra dry detergent, Purex heavy duty liquid detergent, Trend, Purex Toss 'n Soft and other laundry products;
Household, which manufactures and markets Renuzit air fresheners, Brillo scouring pads, Sno Bol and Sno Drops toilet bowl cleaners, Parsons ammonia, Bruce floor care products and other household items; and
Food, which processes and markets Armour Star chili, beef stew, corned beef hash and Vienna sausage, Treet luncheon meat and other shelf-stable canned foods, Lunch Bucket microwaveable meals and other food products.
Dial's Services business operates in three principal business segments through subsidiary corporations of Dial, as follows:
Airline Catering and Other Food Services, which engages in airline catering operations, providing in-flight meals to more than 60 domestic and international airlines, and operates foodservice facilities ranging from cafeterias in manufacturing plants to corporate executive dining rooms to the food and beverage facilities of the America West Arena in Phoenix, Arizona;
Convention Services, which provides exhibit design and construction and exhibition preparation, installation, electrical, transportation and management services to major trade shows, manufacturers, museums and exhibit halls and other customers; and
Travel and Leisure and Payment Services, which engages in airplane fueling and ground handling, cruise line and hotel/resort operations, recreation and travel services, Canadian intercity bus transportation, and operation of duty-free shops on cruise ships and at international airports, and offers money orders, official checks and negotiable instrument clearing services through a national network of approximately 43,000 retail agents, mid-size bank customers and over 4,500 credit unions in the United States and Puerto Rico.
Dial subsidiaries operate service or production facilities and maintain sales and service offices in the United States, Canada and Mexico. The Company also conducts business in other foreign countries.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges and the ratio of earnings to fixed charges and preferred stock dividends represent the historical ratios of the Company and are calculated on a total enterprise basis. The ratio of earnings to fixed charges is computed by dividing the sum of Pretax Income from Continuing Operations and Minority Interest and fixed charges (excluding capitalized interest) by fixed charges. The ratio of earnings to fixed charges and preferred stock dividends is computed by dividing the sum of Pretax Income from Continuing Operations and Minority Interest and fixed charges (excluding capitalized interest) by the sum of fixed charges and preferred stock dividends. Fixed charges for both ratios represent interest (including capitalized interest), amortization of debt discount and expense and that portion of rental expense which is deemed to be representative of interest. Preferred stock dividends are increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements.
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                                                  THREE
                                                 MONTHS
                                               ENDED MARCH             FISCAL YEAR
                                                   31,              ENDED DECEMBER 31,
                                               -----------   --------------------------------
                                               1994   1993   1993   1992   1991   1990   1989
                                               ----   ----   ----   ----   ----   ----   ----
Ratio of Earnings to Fixed Charges............ 2.16   1.75   2.91   2.22   1.74   2.24   1.70
Ratio of Earnings to Fixed Charges and
  Preferred Stock Dividends................... 2.12   1.72   2.85   2.18   1.69   2.20   1.67	

USE OF PROCEEDS
Except as otherwise specified in the accompanying Prospectus Supplement, the net proceeds from the sale of the Securities offered hereby will be added to the working capital of the Company, which combined with internally generated funds, possible future borrowings, and existing cash and marketable securities may be used for capital expenditures, possible future acquisitions, repurchase of the Company's outstanding capital stock, refinancing of outstanding indebtedness, increased working capital requirements, and other corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The Company may issue its Debt Securities, either separately or together with other Offered Securities. The Senior Debt Securities will be issued under an Indenture, dated as of April 1, 1993, as supplemented and amended from time to time (hereinafter called the "Senior Indenture"), between the Company and The Chase Manhattan Bank, N.A., as Trustee (the "Senior Trustee"). The Subordinated Securities are to be issued under an Indenture, dated as of June 1, 1994, as supplemented and amended from time to time (the "Subordinated Indenture"), between the Company and Continental Bank, National Association, as Trustee (the "Subordinated Trustee"). Copies of the Senior Indenture and the Subordinated Indenture have been filed with the Commission as exhibits to the Registration Statement of which this Prospectus is a part. The Senior Indenture and the Subordinated Indenture are sometimes referred to collectively herein as the "Indentures." The term "Trustee" as used herein refers to either the Senior Trustee or the Subordinated Trustee, as appropriate. The following sets forth certain general terms and provisions of the Debt Securities offered hereby. The following statements do not purport to be complete and are subject to the detailed provisions of the Indenture, to which reference is hereby made, including the definition of certain terms used herein without definition. The Indentures are subject to and governed by the Trust Indenture Act of 1939, as amended (the "TIA"). Parenthetical references below are to the Indentures.
GENERAL
The Senior Debt Securities will rank equally with all other unsecured and unsubordinated indebtedness of the Company which is not accorded a priority under applicable law. The Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of the Senior Indebtedness of the Company as described under "Subordination." The Debt Securities will be unsecured general obligations of the Company.
Each Indenture provides that any Debt Securities proposed to be sold pursuant to this Prospectus and the accompanying Prospectus Supplement ("Offered Debt Securities") and any Debt Securities issuable upon the exercise of Debt Warrants or upon conversion or exchange of other Offered Securities ("Underlying Debt Securities"), as well as other unsecured debt securities of the Company, may be issued under such Indenture in one or more series, in each case as authorized from time to time by the Company. The aggregate principal amount of Debt Securities which may be issued under each Indenture is not limited. The particular terms of the Offered Debt Securities and any Underlying Debt Securities, any modifications of or additions to the general terms of the Debt Securities as described herein that may be applicable in the case of the Offered Debt Securities or Underlying Debt Securities and any applicable federal income tax considerations are described in the Prospectus Supplement. Accordingly, for a description of the terms of any Offered Debt Securities and Underlying Debt Securities reference must be made to both the Prospectus Supplement relating thereto and the description of Debt Securities set forth in this Prospectus.
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Reference is made to the Prospectus Supplement together with any applicable pricing supplement thereto relating to the Offered Debt Securities, the Underlying Debt Securities, or both, as the case may be, for the following terms thereof:
(1) the title of the Debt Securities and whether such Debt Securities will be Senior Debt Securities or Subordinated Debt Securities;
(2) the aggregate principal amount of such Debt Securities and any limit upon the aggregate principal amount of the Debt Securities of such series;
(3) the date or dates on which the principal of the Debt Securities shall be payable;
(4) the rate or rates (which may be fixed or variable) at which the Debt Securities shall bear interest, or the method by which such rate or rates shall be determined;
(5) the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the dates on which such interest shall be payable and any record dates therefor;
(6) the place or places where the principal of, premium, if any, and interest on the Debt Securities shall be payable;
(7) the period or periods within which, the price or prices at which and the terms and conditions upon which the Debt Securities may be redeemed, in whole or in part, at the option of the Company;
(8) the obligation, if any, of the Company to redeem, purchase or repay the Debt Securities pursuant to any sinking fund or analogous provision or at the option of a holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions upon which the Debt Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) if other than the principal amount thereof, the percentage of the principal amount of the Debt Securities payable upon declaration of acceleration of the maturity of the Debt Securities;
(10) whether the Debt Securities are to be issued in whole or in part in global form ("Global Securities") and, if so, the identity of the Depositary for such Global Securities, and the terms and conditions, if any, upon which interests in such Global Securities may be exchanged, in whole or in part, for the individual Securities represented thereby;
(11) any deletions from, modifications of, or additions to the events of default or covenants of the Company with respect to any of the Debt Securities;
(12) if such Debt Securities will be issuable upon the conversion of other Securities or upon the exercise of Debt Warrants, the time, manner, and place for such Debt Securities to be authenticated and delivered;
(13) whether such Subordinated Debt Securities will be convertible into or exchangeable for Common Stock or other Securities of the Company and, if so, the terms and conditions upon which such Subordinated Debt Securities will be so convertible or exchangeable; and
(14) any other terms of the Debt Securities, none of which shall be inconsistent with the provisions of the applicable Indenture (Section 2.02).
The Company may authorize the issuance and provide for the terms of a series of Debt Securities pursuant to a resolution of its Board of Directors or any duly authorized committee thereof or pursuant to one or more supplemental indentures.
The Debt Securities may be issued in registered form. Debt Securities of a series may be issued in whole or in part in the form of one or more Global Securities, as described below under "Global Securities." Unless the applicable Prospectus Supplement relating thereto specifies otherwise, Debt Securities will be issued only in denominations of $1,000 or any integral multiple thereof (Section 2.01). One or more Global Securities will be issued in a denomination or denominations equal to the aggregate principal amount of Outstanding Securities of the series to be represented by such Global Security or Securities (Section 3.01).
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Debt Securities (other than a Global Security) may be presented for exchange and registration of transfer (with the form of transfer endorsed thereon duly executed) at the office of the Company designated for such purpose or at the office of any transfer agent or at the office of any Security Registrar, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture. Debt Securities may initially be presented for registration of transfer or exchange at the Company's principal business office, Dial Tower, Phoenix, Arizona 85077 and at the Principal Office of the Trustee under the applicable Indenture. Debt Securities (other than a Global Security) in the several denominations will be interchangeable without service charge, but the Company may require payment to cover taxes or other governmental charges. The Trustee under the applicable Indenture initially will act as authenticating agent (Sections 1.02, 2.05 and 5.02).
CONVERSION AND EXCHANGE
If any Debt Securities will, by their terms, be convertible into or exchangeable for Common Stock or other Securities, the Prospectus Supplement relating thereto will set forth the terms and conditions of such conversion or exchange, including the conversion price or exchange ratio (or the method of calculating the same), the conversion or exchange period (or the method of determining the same), whether conversion or exchange will be mandatory or at the option of the holder or the Company, provisions for adjustment of the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of such Debt Securities. Such terms may also include provision under which the number of shares of Common Stock or the number of other Securities to be received by the holders of such Debt Securities upon such conversion or exchange would be calculated according to the market price of the Common Stock or such other Securities as of a time stated in the Prospectus Supplement.
PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any, on Debt Securities (other than a Global Security) will be made against surrender of such Debt Securities at the Principal Office of the Trustee under the applicable Indenture in The City of New York. Payment of any installment of interest on Debt Securities will be made to the person in whose name such Debt Security is registered at the close of business on the record date for such interest. Unless otherwise indicated in the Prospectus Supplement, payments of such interest will be made at the Principal Office of the Trustee under the applicable Indenture in The City of New York and at any other office or agency maintained by the Company for such purposes, or, at the option of the Company, by check mailed by first class mail to registered holders of a Debt Security at such holder's registered address (Sections 2.01 and 5.02).
All moneys paid by the Company to a paying agent for the payment of principal of or premium, if any, or interest on any Debt Security that remain unclaimed at the end of three years after the date of the maturity of the Debt Securities of such series or the date fixed for the redemption or repayment of all the Debt Securities of such series at the time outstanding, as the case may be, will be repaid to the Company and the holder of such Debt Security entitled to receive such payment will thereafter look only to the Company for payment therefor (Section 11.03).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the form of one or more Global Securities that will be deposited with, or on behalf of, a Depositary identified in the Prospectus Supplement relating to such series. Global Debt Securities may be issued in either temporary or permanent form. Unless and until it is exchanged for Debt Securities in definitive form, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor (Section 2.05).
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The specific terms of the depositary arrangement with respect to a series of Debt Securities will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to any depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global Security or its nominee will credit the accounts of persons held with it with the respective principal amounts of the Debt Securities represented by such Global Security. Such accounts shall be designated by the underwriters or agents with respect to such Debt Securities or by the Company if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to persons that have accounts with the Depositary for such Global Security or its nominee ("participants") or persons that may hold interests through participants. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depositary for such Global Security or by participants or persons that hold through participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the Indenture governing such Debt Securities. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have Debt Securities of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the owners or holders thereof under the Indenture governing such Debt Securities.
Payments of principal of, premium, if any, and interest, if any, on, Debt Securities registered in the name of or held by a Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner or the holder of the Global Security representing such Debt Securities. None of the Company, the Trustee for such Debt Securities, any paying agent or the Security Registrar for such Debt Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for such Debt Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a series, upon receipt of any payment of principal, premium, if any, or interest, if any, in respect of a permanent Global Security, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such Depositary. The Company also expects that payments by participants to owners of beneficial interests in such Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. Receipt by owners of beneficial interests in a temporary Global Security of payments in respect of such temporary Global Security may be subject to restrictions. Any such restrictions will be described in the Prospectus Supplement relating thereto.
If a Depositary for Debt Securities of a series is at any time unwilling or unable to continue as Depositary and a successor depositary is not appointed by the Company within ninety days, the Company will issue Debt Securities of such series in definitive form in exchange for the Global Security or Debt Securities representing such Debt Securities of such series. In addition, the Company may at any time and in its sole discretion determine not to have any Debt Securities of a series represented by one or more Global Securities and, in such event, will issue Debt Securities of such series in definitive form in exchange for the Global Security or Securities representing Debt Securities. Further, if the Company so specifies with respect to the Debt Securities of a series, each Person specified by the Depositary of the Global Security representing Debt Securities of such series may, on terms acceptable to the Company and the Depositary for such Global Security, receive Debt Securities of such series in definitive form. In any such instance, each Person so specified by the Depositary of the Global Security will be entitled to physical delivery in definitive form of
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Debt Securities of the series represented by such Global Security equal in principal amount to such Person's beneficial interest in the Global Security (Sections 2.05, 2.08 and 3.01).
CERTAIN DEFINITIONS
The following terms are defined substantially as follows in Section 1.02 of the Indentures and are used herein as so defined. For the purposes of the following terms, all items shall be determined in accordance with generally accepted accounting principles, unless otherwise indicated.
"Consolidated Net Assets" means the total of all assets reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries, prepared in accordance with generally accepted accounting procedures, at their net book values (after deducting related depreciation, depletion, amortization and all other valuation reserves which, in accordance with generally accepted accounting principles, should be set aside in connection with the business conducted), less the aggregate of the current liabilities of the Company and its consolidated Subsidiaries reflected on such balance sheet. For purposes of this definition, "current liabilities" include all indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the Company and its consolidated Subsidiaries, and other payables and accruals, in each case payable on demand or due within one year of the date of determination of Consolidated Net Assets, but shall exclude any portion of long-term debt maturing within one year of the date of such determination, all as reflected on such consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with generally accepted accounting principles; provided, however, that for purposes hereof commercial paper and short-term notes supported by long-term lines of credit shall not be considered as current liabilities.
"Funded Debt" means Indebtedness of the Company or a Restricted Subsidiary maturing by its terms more than one year after its creation and indebtedness classified as long-term debt under generally accepted accounting principles, in each case ranking at least pari passu with the Senior Debt Securities.
"Indebtedness" means (a) any liability (i) for borrowed money, or (ii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (iii) for the payment of money relating to a capitalized lease; (b) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any capital stock of or other ownership or profit interest or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (c) a guarantee of any liability described above; and (d) any amendment, supplement, modification, deferral, renewal, extension or refunding of such liabilities. For purposes of determining any particular amount of Indebtedness under this definition, guarantees of (or obligations with respect to letters of credit supporting) Indebtedness otherwise included in the determination of such amount shall not also be included.
"Lien" means any mortgage, lien, charge, claim, security interest, pledge, hypothecation, right of another under any conditional sale or other title retention agreement or any other encumbrance affecting title to property, including, but not limited to, any lease under a sale and leaseback arrangement.
"Outstanding" means all Debt Securities authenticated and delivered, except:
(a) Debt Securities or portions thereof for which (i) funds or a sufficient amount of direct obligations of the United States of America have been deposited in trust with the Trustee or with any paying agent (other than the Company) or, if the Company is acting as the paying agent, have been set aside and segregated in trust by the Company, (ii) in the case of redemption, notice of redemption has been duly given and (iii) in the case of a repayment at the option of the holder of a Debt Security, wire instructions have been duly given to the paying agent and notice and applicable documentation of the exercise of the option for such repayment has been duly given to the Company;
(b) Debt Securities which have been cancelled or surrendered to the Trustee for cancellation; and
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(c) Debt Securities in lieu of or in substitution for which other Debt Securities have been authenticated and delivered;
provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver, Debt Securities owned by the Company or any other obligor upon the Debt Securities or any affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which the Trustee knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt Securities or any affiliate of the Company or of such other obligor.
"Sale and Leaseback Transaction" means any arrangement with any person pursuant to which the Company or any Restricted Subsidiary leases any property that has been or is to be sold or transferred by the Company or the Restricted Subsidiary to such person, other than (i) leases with a remaining term, including renewals at the option of the lessee, of not more than three years,
(ii) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (iii) leases of 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 the property, and (iv) 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.
"Subsidiary" means any corporation a majority of the Voting Stock of which is owned, directly or indirectly, by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries. "Restricted Subsidiary" is any Subsidiary a majority of the Voting Stock of which is owned, directly, by the Company or by one or more Restricted Subsidiaries or by the Company and one or more Restricted Subsidiaries, except (a) a Subsidiary which does not regularly maintain a majority of its fixed assets within the United States or (b) which is engaged primarily in the finance business, including, without limitation, financing the operation of, or the purchase of products which are products of, or incorporate products of, the Company and/or its Subsidiaries, unless in either case the Subsidiary is designated a Restricted Subsidiary by resolution of the Board of Directors of the Company. "Unrestricted Subsidiary" means any Subsidiary other than a Restricted Subsidiary.
"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 using the interest rate inherent in the relevant lease.
"Voting Stock" means stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the board of directors (or any governing body) of such corporation, other than stock having such power only by reason of the happening of a contingency.
LIMITATION ON LIENS
The Senior Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, create, assume, incur or suffer to be created, assumed or incurred or to exist any Lien upon any of the properties of any character of the Company or any Restricted Subsidiary without making effective provision for securing the Securities then outstanding equally and ratably with (or prior to) any other obligation or indebtedness so secured, other than: (i) any Lien existing on the date the Senior Debt Securities are issued; (ii) any Lien on property owned or leased by a corporation at the time it became a Restricted Subsidiary; (iii) any Lien on property at the time of its acquisition by the Company or a Restricted Subsidiary; (iv) any Lien securing any Indebtedness that was incurred prior to, at the time of, or within 12 months after the acquisition of property for the purpose of financing all or any part of the purchase price of such property and any Lien to the extent that it secures Indebtedness which is in excess of such purchase price and for which recourse for payment is limited to such property; (v) any Lien securing any Indebtedness that was incurred
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prior to, at the time of, or within 12 months after the completion of the construction and commencement of commercial operation, alteration, repair or improvement of property for the purpose of financing all or any part of the cost of such property and any Lien to the extent that it secures Indebtedness which is in excess of such cost and for which recourse for payment is limited to such property; (vi) any Lien securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; (vii) any Lien in favor of the United States of America or any State thereof or any other country, or any agency, instrumentality or political subdivision of any of the foregoing, to secure partial progress, advance or other payments or performance pursuant to the provisions of any contract or statute, or any Liens securing industrial development, pollution control, or similar revenue bonds; (viii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in (i) through (vii) above, so long as the principal amount of the Indebtedness secured by such extension, renewal or replacement does not exceed the principal amount of Indebtedness secured at the time of such extension, renewal or replacement (except that, where an additional principal amount of Indebtedness is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) and the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (plus improvements on the property); and (ix) any Liens not permitted by clauses (i) through (viii) above which, together with the aggregate Value of existing Sale and Leaseback Transactions which would be subject to the restrictions set forth below, do not exceed 10% of Consolidated Net Assets at the time any such Lien is incurred (Section 5.04).
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
The Senior Indenture provides that the Company shall not enter into any Sale and Leaseback Transaction, nor permit any Restricted Subsidiary to enter into such transaction, unless either: (i) the Company or such Restricted Subsidiary would be entitled to incur Indebtedness, in a principal amount at least equal to the Value of such Sale and Leaseback Transaction, which is secured by Liens on the property to be leased (without equally and ratably securing the outstanding Securities) because such Liens would be of such character that no violation of any of the provisions regarding the Limitation on Liens set forth above would result, or (ii) the Company during the six months immediately following the effective date of such Sale and Leaseback Transaction causes to be applied an amount equal to the Value of such Sale and Leaseback Transaction to (A) the acquisition of property or (B) the voluntary retirement of Funded Debt (whether by redemption, defeasance, repurchase, or otherwise) (Section 5.05).
LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES
The Senior Indenture provides that the Company shall not, and shall not permit any Restricted Subsidiary to, suffer to exist any encumbrance or restriction (other than pursuant to law, regulation or order) on the ability of any Restricted Subsidiary (i) to pay, directly or indirectly, dividends or make any other distributions in respect of its common stock or preferred stock, if any, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any Restricted Subsidiary, except any encumbrance or restriction
(a) with respect to any series of Securities, pursuant to any agreement in effect on the date the Securities are issued, (b) pursuant to an agreement entered into by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and not entered into in anticipation of becoming a Restricted Subsidiary or (c) pursuant to an agreement effecting a renewal, extension, refinancing or refunding of Indebtedness incurred pursuant to an agreement referred to in clause (a) or (b) above; provided, however, that the provisions contained in such renewal, extension, refinancing or refunding agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof (Section 5.06).
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LIMITATION ON RESTRICTED SUBSIDIARY INDEBTEDNESS AND PREFERRED STOCK
The Senior Indenture provides that the Company will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume or otherwise become liable with respect to, extend the maturity of or become responsible for the payment of any Indebtedness or preferred stock other than:
(i) with respect to any series of Senior Debt Securities, Indebtedness or preferred stock of a Restricted Subsidiary outstanding on the date the Senior Debt Securities are issued; (ii) with respect to any series of Senior Debt Securities, Indebtedness of a Restricted Subsidiary which represents the assumption by such Restricted Subsidiary of Indebtedness of another Restricted Subsidiary or the issuance of preferred stock by such Restricted Subsidiary to another Restricted Subsidiary in connection with a merger of such Restricted Subsidiaries, provided that no Restricted Subsidiary may assume or otherwise become responsible for any Indebtedness of an entity or issue any preferred stock to an entity which is not a Restricted Subsidiary; (iii) Indebtedness or preferred stock of any corporation existing at the time such corporation became a Restricted Subsidiary, provided that such Indebtedness was not incurred or such preferred stock issued in anticipation of such corporation becoming a Restricted Subsidiary; (iv) Indebtedness of a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries incurred or assumed in connection with the disposition of any business, property or Restricted Subsidiary, other than guarantees or similar credit support by any Restricted Subsidiary of Indebtedness incurred by any person acquiring all or any portion of such business, property or Restricted Subsidiary for the purpose of financing such acquisition, provided that the maximum aggregate liability in respect of all such Indebtedness in the nature of such guarantees will at no time exceed the gross proceeds (including cash and the fair market value of property other than cash) actually received from the disposition of such business, property or Restricted Subsidiary; (v) Indebtedness of a Restricted Subsidiary in respect of performance bonds, bankers' acceptances, letters of credit and surety bonds provided by such Restricted Subsidiary in the ordinary course of business; (vi) Indebtedness or preferred stock of a Restricted Subsidiary if the total of such Indebtedness and preferred stock and the aggregate amount of Liens which (including the Value of certain restricted Sale and Leaseback Transactions) are required to be less than 10% of Consolidated Net Assets does not exceed 10% of Consolidated Net Assets at the time such Indebtedness or Preferred Stock is issued; (vii) any Indebtedness incurred prior to, at the time of, or within 12 months after the acquisition of property for the purpose of financing all or a part of the purchase price thereof directly incurred by a Restricted Subsidiary, provided that (a) the amount of any such Indebtedness is paid in full to the seller of the property not later than 360 days after the subject property is delivered to the purchaser thereof (provided that, in the event that there is a good faith dispute with respect to the amount of such payment due, it shall be sufficient if the amount believed in good faith to be payable to the seller is set aside for payment and the resolution of such dispute is pursued promptly by the Restricted Subsidiary) and (b) the aggregate amount of such Indebtedness and the aggregate amount of Liens permitted because such Liens are related to the financing of property does not exceed $15,000,000 at any one time; or (viii) Indebtedness (including, without limitation, Indebtedness arising from a guarantee) or preferred stock issued to and held by the Company or a wholly owned subsidiary of the Company, but only for so long as held or owned by the Company or a wholly owned subsidiary of the Company (Section 5.07).
CONSOLIDATION, MERGER, AND SALE OF ASSETS
Each Indenture provides that the Company will not consolidate with, sell or lease all or substantially all its assets to, or merge with or into any other corporation, or purchase all or substantially all the assets of another corporation, unless (i) the Company shall be the continuing corporation, or the successor, transferee or lessee corporation is organized under the laws of the United States of America or any state thereof and assumes the Company's obligations under the Securities and the Indenture and (ii) immediately after giving effect to such transaction, no default will have occurred and be continuing. A purchase by a Subsidiary of all or substantially all of the assets of another corporation shall not be deemed to be a purchase of such assets by the Company (Section 5.09). Notwithstanding the foregoing, if, upon any such consolidation or merger of the Company with or into any other corporation, or upon any conveyance of the property of the Company as an entirety or substantially as an entirety to any other corporation, any properties of any character owned by the
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Company immediately prior thereto would thereupon become subject to any Lien, simultaneously with such consolidation, merger or conveyance, effective provision will be made to secure the Securities outstanding equally and ratably with or prior to the debt secured by such Lien (Section 15.01).
MODIFICATION OF THE INDENTURE
Each Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of Debt Securities, to, among other things, establish the form and terms of any series of the Debt Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than 66 2/3% in the aggregate principal amount of the Debt Securities then outstanding which are affected thereby, to modify and alter the terms of the Indenture or any supplemental indenture or the rights of the holders of the Debt Securities of such series to be affected, except that no such modification or alteration may be made which will (i) extend the fixed maturity of any Debt Securities, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or reduce any premium payable upon the redemption or repayment thereof, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Debt Securities, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Debt Security so affected, or
(ii) reduce the percentage of Debt Securities of any series, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Debt Securities then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee (Sections 13.01 and 13.02).
In addition, under the Subordinated Indenture, no modification or amendment thereof may, without the consent of the holder of each Outstanding Subordinated Debt Security affected thereby, modify any of the provisions of such Indenture relating to the subordination of the Subordinated Debt Securities in a manner adverse to the holders thereof; and no such modification or amendment may adversely affect the rights of any holder of Senior Indebtedness without the consent of such holder of Senior Indebtedness (Section 13.07 of the Subordinated Indenture).
DEFAULTS
Each Indenture provides that events of default with respect to any series of Debt Securities will be (i) default for 30 days in payment of interest upon any Debt Security of such series; (ii) default in payment of principal (other than pursuant to a sinking fund) or premium, if any, on any Debt Security of such series; (iii) default for 30 days in payment of any sinking fund instalment when due by the terms of the Debt Securities of such series; (iv) default under another instrument or in respect of another series of Debt Securities resulting in acceleration of maturity of indebtedness of the Company in an amount exceeding $10,000,000 if such acceleration is not rescinded or annulled, or such indebtedness shall not have been discharged, within 10 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of at least 10% in principal amount of the Outstanding Securities of such series; (v) certain events in bankruptcy or insolvency; (vi) default, for 90 days after written notice to the Company by the Trustee or to the Company and Trustee by the holders of at least 25% in aggregate principal amount of the Debt Securities of such series then outstanding, in performance of any covenant or agreement in the Indenture other than (A) a default in a covenant or agreement included in the Indenture solely for the benefit of a series of Securities other than such series or (B) a default (other than a default referred to in clauses
(i) through (v) above) in a covenant or condition if the Company has received the prior written consent of the holders of at least 66 2/3% in aggregate principal amount of the Debt Securities of such series then outstanding waiving compliance with such covenant or condition; and (vii) the incurrence of any other event of default with respect to Debt Securities of such series (Section 6.01). If an event of default with respect to Debt Securities of any series should occur and be continuing, either the Trustee or the holders of 25% of the principal amount of outstanding Debt Securities of such series may declare each Indenture Security of that series due and payable (Section 6.02). The Company will be required to file annually with the Trustee a statement of an officer as to the fulfillment by the Company of its obligations under the Indenture during the preceding year (Section 5.10).
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Holders of a majority in principal amount of the outstanding Debt Securities of any series will be entitled to control certain actions of the Trustee under the Indenture and to waive past defaults with respect to such series (Sections 6.02 and 6.06). Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will not be under any obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order or direction of any of the holders of Debt Securities, unless one or more of such holders of Debt Securities shall have offered to the Trustee reasonable indemnity (Section 10.01).
If an event of default occurs and is continuing with respect to a series of Debt Securities, any sums held or received by the Trustee under the Indenture may be applied to reimburse the Trustee for its reasonable compensation and expenses incurred prior to any payments to holders of Debt Securities of such series (Section 6.05).
The right of any holder of Debt Securities of any series to institute action for any remedy is subject to certain conditions precedent, including a request to the Trustee by the holders of not less than 25% in principal amount of the Debt Securities of that series outstanding to take action, and an offer to the Trustee of reasonable indemnity satisfactory to the Trustee against liabilities incurred by it in so doing and the Trustee does not take such action within 60 days from receiving such request (Section 6.07).
DEFEASANCE
The Company may at any time terminate all of its obligations with respect to the Debt Securities of a series ("defeasance"), except for certain obligations, including those regarding any trust established for a defeasance and obligations to register the transfer and exchange of the Securities, to replace mutilated, destroyed, lost or stolen Debt Securities, and to maintain agencies in respect of Securities. The Company may at any time terminate its obligations under certain covenants set forth in the Indenture, some of which are described above, and any omission to comply with such obligations shall not constitute a default or event of default with respect to the Securities issued under the Indenture ("covenant defeasance"). In order to exercise either defeasance or covenant defeasance, the Company shall deposit with the Trustee, in trust for the benefit of the holders thereof, (i) funds sufficient to pay, or
(ii) such amount of direct obligations of the United States of America as will or will together with the income thereon without consideration of any reinvestment thereof be sufficient to pay, all sums due for principal of, premium, if any, and interest on the Debt Securities of a particular series, as they shall become due from time to time, and comply with certain other conditions. Such defeasance or covenant defeasance is conditioned upon the Company's delivery of an opinion of counsel that the holders of the Debt Securities of such series will have no federal income tax consequences as a result of such deposit (Section 11.02).
SUBORDINATION
Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest on the Subordinated Debt Securities is to be subordinated to the extent provided in the Subordinated Indenture in right of payment to the prior payment in full of all Senior Indebtedness, but the obligation of the Company to make payment of principal (and premium, if any) or interest on the Subordinated Debt Securities will not otherwise be affected. No payment on account of principal (or premium, if any), sinking fund or interest may be made on the Subordinated Debt Securities at any time when there is a default in the payment of principal, premium, if any, sinking fund or interest on Senior Indebtedness. In the event that, notwithstanding the foregoing, any payment by the Company described in the foregoing sentence is received by the Subordinated Trustee or the holders of any of the Subordinated Debt Securities before all Senior Indebtedness is paid in full, such payment or distribution will be paid over to the holders of such Senior Indebtedness or on their behalf for application to the payment of all such Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Subject to payment in full of Senior Indebtedness, the holders of the Subordinated Debt Securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of such Senior Indebtedness out of the distributive share of the Subordinated Debt Securities. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain
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general creditors of the Company may recover more, ratably, than holders of the Subordinated Debt Securities. The Subordinated Indenture provides that the subordination provisions thereof will not apply to money and securities held in trust pursuant to the defeasance provisions of the Subordinated Indenture (Article Fifteen of the Subordinated Indenture).
Senior Indebtedness is defined in the Subordinated Indenture as the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date of the Subordinated Indenture or thereafter created, incurred, assumed or guaranteed, for money borrowed (other than the Indenture Securities issued under the Subordinated Indenture), unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not senior or prior in right of payment to the Subordinated Debt Securities or is made subordinate to any other indebtedness of the Company on the same or substantially the same basis as the Subordinated Debt Securities are made subordinate, and (ii) renewals, extensions, modifications and refundings of any such indebtedness.
If this Prospectus is being delivered in connection with the offering of a series of Subordinated Debt Securities, the accompanying Prospectus Supplement or the information incorporated by reference will set forth the approximate amount of Senior Indebtedness outstanding as of a recent date.
CONCERNING THE TRUSTEES
Each of the Senior Trustee and the Subordinated Trustee is one of the banks participating in a revolving credit agreement and is a counterparty in interest-rate swap agreements with the Company. In addition, the Senior Trustee is trustee for noteholders under the Note Facility Agreement for the Company's Employees' Stock Ownership Plan ("ESOP") and is indexing agent under the ESOP Indexing Agreement.
DESCRIPTION OF DEBT WARRANTS
The Company may issue (either separately or together with other Offered Securities) Debt Warrants to purchase Underlying Debt Securities (the "Offered Debt Warrants"). The Debt Warrants will be issued under warrant agreements (each a "Debt Warrant Agreement") to be entered into between the Company and a bank or trust company, as warrant agent (the "Debt Warrant Agent"), all as shall be set forth in the Prospectus Supplement relating to the Debt Warrants being offered thereby. A copy of the form of Debt Warrant Agreement, including the form of certificate representing the Debt Warrants (the "Debt Warrant Certificates"), is filed as an exhibit to the registration statement of which this Prospectus is a part. The following summaries of certain provisions of the Debt Warrant Agreement and the Debt Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Debt Warrant Agreement and the Debt Warrant Certificates, respectively, including the definitions therein of certain terms.
GENERAL
The Prospectus Supplement will describe the terms of the Offered Debt Warrants and the Debt Warrant Agreement relating to Debt Warrants, including the following:
(1) the title and aggregate number of such Debt Warrants;
(2) the offering price of such Debt Warrants;
(3) the title, aggregate principal amount and terms of the Underlying Debt Securities purchasable upon exercise of such Debt Warrants;
(4) the principal amount of Underlying Debt Securities that may be purchased upon exercise of each such Debt Warrant, and the price, or the manner of determining the price, at which such principal amount may be purchased upon such exercise;
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(5) the time or times at which, or period or periods in which, such Debt Warrants may be exercised and the expiration date of such Debt Warrants;
(6) the terms of any right of the Company to redeem such Debt Warrants;
(7) whether such Debt Warrants are to be issued with (a) any Debt Securities and, if so, the title, aggregate principal amount and terms of such Debt Securities (as specified under "Description of Debt Securities") and the number of such Debt Warrants to be issued with each $1,000 principal amount of such Debt Securities (or such other principal amount as may be established) or (b) any other Securities and, if so, the number and terms thereof;
(8) the date, if any, on and after which such Debt Warrants and such Debt Securities or other Securities will be separately transferable;
(9) a discussion of the federal income tax considerations applicable to such Debt Warrants and Underlying Debt Securities; and
(10) any other terms of such Debt Warrants.
Debt Warrant Certificates may be issued in registered or bearer form, or both, as set forth in the Prospectus Supplement, and will be exchangeable for new Debt Warrant Certificates of different denominations. No service charge will be made for any permitted transfer or exchange of Debt Warrant Certificates, but the Company may require payment of any tax or other governmental charge payable in connection therewith. Debt Warrants may be exercised at the corporate trust office of the Debt Warrant Agent or any other office indicated in the Prospectus Supplement.
EXERCISE OF DEBT WARRANTS
Each Offered Debt Warrant will entitle the holder thereof to purchase such amount of Underlying Debt Securities at the exercise price set forth in, or calculable from, the Prospectus Supplement relating to such Offered Debt Warrants. After the close of business on the applicable expiration date, unexercised Debt Warrants will become void.
Offered Debt Warrants may be exercised by payment to the Debt Warrant Agent of the applicable exercise price and by delivery to the Debt Warrant Agent of the related Debt Warrant Certificate, with the reverse side thereof properly completed. Offered Debt Warrants will be deemed to have been exercised upon receipt of the exercise price, subject to the receipt by the Debt Warrant Agent, within five business days thereafter, of the Debt Warrant Certificate or Certificates evidencing such Offered Debt Warrants. Upon receipt of such payment and the properly completed Debt Warrant Certificates at the corporate trust office of the Debt Warrant Agent or any other office indicated in the Prospectus Supplement, the Company will, as soon as practicable, deliver the amount of Underlying Debt Securities purchased upon such exercise. If fewer than all of the Offered Debt Warrants represented by any Debt Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued for the unexercised Offered Debt Warrants. The holder of an Offered Debt Warrant will be required to pay any tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of Underlying Debt Securities purchased upon such exercise.
MODIFICATIONS
The Debt Warrant Agreement and the terms of the Debt Warrants may be modified or amended by the Company and the Debt Warrant Agent, without the consent of any holder, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained therein, or in any other manner that the Company deems necessary or desirable and that will not materially and adversely affect the interests of the holders of the Offered Debt Warrants.
The Company and the Debt Warrant Agent may also modify or amend the Debt Warrant Agreement and the terms of the Offered Debt Warrants with the consent of the holders of not less than a majority in number of the then outstanding unexercised Debt Warrants affected thereby; provided that no such modification or amendment that accelerates the expiration date, increases the exercise price, reduces the number of
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outstanding Debt Warrants the consent of the holders of which is required for any such modification or amendment, or otherwise materially and adversely affects the rights of the holders of the Debt Warrants, may be made without the consent of each holder affected thereby.
NO RIGHTS AS HOLDERS OF UNDERLYING DEBT SECURITIES
Holders of Debt Warrants are not entitled, by virtue of being such holders, to payments of principal of (premium, if any, on) or interest, if any, on the related Underlying Debt Securities or to exercise any other rights whatsoever as holders of the Underlying Debt Securities.
DESCRIPTION OF PREFERRED STOCK
The Company may issue (either separately or together with other Offered Securities) shares of its Preferred Stock. Under its Restated Certificate of Incorporation (the "Certificate of Incorporation"), the Company is authorized to adopt resolutions providing for the issuance, in one or more series, of up to 5,000,000 shares of its Preferred Stock, with such powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be adopted by the Board of Directors or a duly authorized committee thereof.
The description below sets forth certain general terms and provisions of the Preferred Stock covered by this Prospectus. The specific terms of any (i) Preferred Stock proposed to be sold pursuant to this Prospectus and the accompanying Prospectus Supplement (the "Offered Preferred Stock") and (ii) any Preferred Stock to be represented by Depositary Shares or issuable upon the conversion or exchange of other Offered Securities (the "Underlying Preferred Stock") will be described in such Prospectus Supplement. The following summaries of certain provisions of the Preferred Stock do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the Certificate of Incorporation and the Certificate of Designations relating to the offered or Underlying Preferred Stock.
If so indicated in the Prospectus Supplement, the terms of the Offered or Underlying Preferred Stock may differ from the terms set forth below, except those terms required by the Certificate of Incorporation.
GENERAL
Under the Certificate of Incorporation, each series of Preferred Stock of the Company may have such preferences and rights as to dividends and distributions of assets upon liquidation with respect to any other series of Preferred Stock of the Company as the Board of Directors determines. The Offered and Underlying Preferred Stock will, when issued, be fully paid and non-assessable and holders thereof will have no preemptive rights.
Reference is made to the Prospectus Supplement relating to the Offered Preferred Stock, the Underlying Preferred Stock, or both, as the case may be, for specific terms, including:
(1) the title and stated value of such Preferred Stock;
(2) the number of shares of such Preferred Stock offered, the liquidation preference per share and the offering price of such Preferred Stock;
(3) the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to such Preferred Stock;
(4) the date from which dividends on such Preferred Stock shall accumulate, if applicable;
(5) the liquidation preference of such Preferred Stock;
(6) the procedures for any auction and remarketing, if any, of such Preferred Stock;
(7) the provision for a sinking fund, if any, for such Preferred Stock;
(8) the provision for redemption, if applicable, of such Preferred Stock;
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(9) whether interests in such Preferred Stock will be represented by Depositary Shares;
(10) whether such Preferred Stock will be convertible into or exchangeable for shares of Common Stock or other Securities and, if so, the terms and conditions upon which such Preferred Stock will be so convertible or exchangeable, including the conversion price or exchange ratio and the conversion or exchange period (or the method of determining the same);
(11) whether such Preferred Stock will be listed on any securities exchange;
(12) whether such Preferred Stock will be sold with any other Offered Securities and, if so, the amount and terms thereof;
(13) any other specific terms, preferences or rights of, or limitations or restrictions on, such Preferred Stock; and
(14) a discussion of federal income tax considerations applicable to such Preferred Stock.
Subject to the Certificate of Incorporation and to any limitations contained in outstanding Preferred Stock, the Company may issue additional series of Preferred Stock, at any time or from time to time, with such powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as the Board of Directors or any duly authorized committee thereof determine, all without further action of the stockholders, including holders of then outstanding Preferred Stock, of the Company.
DIVIDENDS
Holders of the Preferred Stock will be entitled to receive cash dividends, when, as and if declared by the Board of Directors, out of assets of the Company legally available for payment, at such rate and on such dates as will be set forth in the Prospectus Supplement. Each dividend will be payable to holders of record as they appear on the stock book of the Company on the record date fixed by the Board of Directors. Dividends, if cumulative, will be cumulative from and after the date set forth in the Prospectus Supplement.
The Company may not (i) declare or pay dividends (except in stock of the Company junior to the Preferred Stock (the "Junior Stock")) or make any other distributions on any Junior Stock or (ii) purchase, redeem or otherwise acquire Junior Stock or set aside funds for such purpose (except (A) in a reclassification or exchange of Junior Stock through the issuance of other Junior Stock or (B) with the proceeds of a reasonably contemporaneous sale of Junior Stock), if there are arrearages in dividends or failure in the payment of the Company's sinking fund or redemption obligations on any of its Preferred Stock and, in the case of (i) above, if dividends in full for the current quarterly dividend period have not been paid or declared on any of its Preferred Stock.
Dividends in full may not be declared or paid or set apart for payment on any series of Preferred Stock unless (i) there are no arrearages in dividends for any past quarterly dividend periods on any series of Preferred Stock and
(ii) to the extent that such dividends are cumulative, dividends in full for the current quarterly dividend period have been declared or paid on all Preferred Stock. Any dividends declared or paid when dividends are not so declared, paid or set apart in full will be shared ratably by the holders of all series of Preferred Stock in proportion to such respective arrearages and undeclared and unpaid current quarterly cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments that may be in arrears.
CONVERSION AND EXCHANGE
If the Offered or Underlying Preferred Stock will be convertible into or exchangeable for Common Stock or other Securities, the Prospectus Supplement will set forth the terms and conditions of such conversion or exchange, including the conversion price or exchange ratio (or the method of calculating the same), the conversion or exchange period (or the method of determining the same), whether conversion or exchange will be mandatory or at the option of the holder or the Company, the events requiring an adjustment of the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the
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redemption of such Preferred Stock. Such terms may also include provisions under which the number of shares of Common Stock or the number of other Securities to be received by the holders of such Preferred Stock upon such conversion or exchange would be calculated according to the market price of the Common Stock or such other Securities as of a time stated in such Prospectus Supplement.
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of each series of the Preferred Stock will be entitled to receive out of assets of the Company available for distribution to stockholders, before any distribution of assets is made to holders of any Junior Stock, liquidating distributions in the amount set forth in the Prospectus Supplement plus all accrued and unpaid dividends. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts payable with respect to the Preferred Stock are not paid in full, the holders of Preferred Stock will share ratably in any such distribution of assets of the Company in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of the Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. A consolidation or merger of the Company with or into any other corporation or corporations or a sale of all or substantially all of the assets of the Company will not be deemed to be a liquidation, dissolution or winding up of the Company.
REDEMPTION
If so provided in the Prospectus Supplement, the Offered or Underlying Preferred Stock will be redeemable in whole or in part at the option of the Company, at the times and at the redemption prices set forth therein.
If dividends on any series of Preferred Stock are in arrears or the Company has failed to fulfill its sinking fund or redemption obligations with respect to any series of Preferred Stock, the Company may not purchase or redeem any shares of Preferred Stock or any other capital stock ranking on a parity with the Preferred Stock as to dividends or upon liquidation, nor permit any subsidiary to do so, without in either case the consent of the holders of at least two-thirds of all shares of Preferred Stock then outstanding; provided, however, that (1) to meet its purchase, retirement or sinking fund obligations with respect to any series of Preferred Stock, the Company may use shares of such Preferred Stock acquired prior to such arrearages or failure of payment and then held as treasury stock and (2) the Company may complete the purchase or redemption of shares of Preferred Stock for which a contract was entered into for any purchase, retirement or sinking fund purposes prior to such arrearages or failure of payment.
VOTING RIGHTS
Except as indicated below or in the Prospectus Supplement, or except as expressly required by applicable law, the holders of the Preferred Stock will not be entitled to vote. As used herein, the term "Applicable Preferred Stock" means those series of Preferred Stock to which the provisions described herein are expressly made applicable by resolutions of the Board of Directors of the Company.
If the equivalent of six quarterly dividends payable on any share of any series of Applicable Preferred Stock are in default (whether or not such dividends have been declared or such defaulted dividends are consecutive), the number of directors of the Company will be increased by two and the holders of all outstanding series of Applicable Preferred Stock (whether or not dividends thereon are in default), voting as a single class without regard to series, will be entitled to elect the two additional directors until four consecutive quarterly dividends are paid or declared and set apart for payment, if such share is noncumulative, or until all arrearages in dividends and dividends in full for the current quarterly period are paid or declared and set apart for payment, if such share is cumulative, whereupon all voting rights described herein shall be divested from the Applicable Preferred Stock. The holders of Applicable Preferred Stock may exercise their special class voting rights at meetings of the stockholders for the election of directors or at special meetings for the purpose
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of electing such directors, in either case at which the holders of not less than one-third of the aggregate number of shares of Applicable Preferred Stock are present in person or by proxy.
The affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred Stock will be required (i) for any amendment of the Certificate of Incorporation that will adversely affect the powers, preferences or rights of the holders of the Preferred Stock or (ii) to create any class of stock (or increase the authorized number of shares of any class of stock) that will have preference as to dividends or upon liquidation over the Preferred Stock or create any stock or other security convertible into or exchangeable for or evidencing the right to purchase any such stock. The affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred Stock of a series will be required for any amendment of the Certificate of Incorporation (or the related Certificate of Designations) that will adversely affect the powers, preferences or rights of Preferred Stock of such series.
The affirmative vote of the holders of a majority of then outstanding shares of Preferred Stock will be required to (i) increase the authorized amount of the Preferred Stock or (ii) create any class of stock (or increase the authorized number of shares of any class of stock) that will rate on a parity with the Preferred Stock either as to dividends or upon liquidation, or create any stock or other security convertible into or exchangeable for or evidencing the right to purchase any such stock unless such stock is being issued for the purpose of redeeming all of such outstanding Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
The Company may offer (either separately or together with other Offered Securities) Depositary Shares representing interests in shares of its Preferred Stock of one or more series. The Depositary Shares will be issued under deposit agreements (each a "Deposit Agreement") to be entered into between the Company and a bank or trust company, as depositary (the "Preferred Stock Depositary"), all as set forth in the Prospectus Supplement relating to the Depositary Shares being offered thereby. A copy of the form of Deposit Agreement, including the form of depositary receipts evidencing Depositary Shares (the "Depositary Receipts"), is filed as an exhibit to the registration statement of which this Prospectus is a part. The following summaries of certain provisions of the Depositary Shares do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Deposit Agreement and the Deposit Receipts, including the definitions therein of certain terms.
The description below sets forth certain general terms and provisions of the Depositary Shares covered by this Prospectus. The specific terms of any Depositary Shares proposed to be sold pursuant to this prospectus and the accompanying Prospectus Supplement (the "Offered Depositary Shares") will be described in such Prospectus Supplement.
If so indicated in the Prospectus Supplement, the terms of the Depositary Shares may differ from the terms set forth below.
GENERAL
The Company will provide for the issuance by the Preferred Stock Depositary to the public of the Depositary Receipts evidencing the Depositary Shares, each of which will represent a fractional interest (to be specified in the Prospectus Supplement) in one share of the related Preferred Stock, as described below.
Reference is made to the Prospectus Supplement relating to the Offered Depositary Shares for specific terms, including:
(1) the terms of the series of Preferred Stock deposited by the Company under the Deposit Agreement;
(2) the number of such Depositary Shares, the fraction of one share of such Preferred Stock represented by one such Depositary Share;
(3) a discussion of the federal income tax considerations applicable to such Depositary Shares;
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(4) whether such Depositary Shares will be listed on any securities exchange;
(5) whether such Depositary Shares will be sold with any other Offered Securities and, if so, the amount and terms thereof; and
(6) any other terms of such Depositary Shares.
The shares of Preferred Stock of a series represented by the Depositary Shares will be deposited by the Company provided in the Deposit Agreement. The Prospectus Supplement will set forth the name and address of the Preferred Stock Depositary. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fractional interest in a share of Preferred Stock of such series represented by such Depositary Share, to all rights and preferences of the Preferred Stock represented by such Depositary Share (including dividend, voting and liquidation rights and any redemption, conversion or exchange rights).
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends and other cash distributions received in respect of the related series of Preferred Stock to the record holders of Depositary Shares in proportion to the number of such Depositary Shares owned by such holders on the relevant record date. The Preferred Stock Depositary will distribute only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum, if any, received by the Preferred Stock Depositary for distribution to record holders of Depositary Shares.
In the event of a distribution other than in cash, the Preferred Stock Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto, unless the Preferred Stock Depositary determines that it is not feasible to make such distribution, in which case the Preferred Stock Depositary may, with the approval of the Company, sell such property and distribute the net proceeds from such sale to such holders.
The Deposit Agreement will also contain provisions relating to the manner in which any subscription or similar rights offered by the Company to holders of the related series of Preferred Stock will be made available to holders of Depositary Shares.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of Depositary Receipts at the corporate trust office of the Preferred Stock Depositary (unless the related shares of Preferred Stock have previously been called for redemption), the holder of the Depositary Shares evidenced thereby will be entitled to receive at such office, to or upon such holder's order, the number of whole shares of the related series of Preferred Stock and any money or other property represented by such Depositary Shares. However, shares of Preferred Stock so withdrawn may not be redeposited. If the holder requests withdrawal of less than all the shares of Preferred Stock to which such holder is entitled, or if such holder would otherwise be entitled to a fractional share of Preferred Stock, the Preferred Stock Depositary will deliver to such holder a new Depositary Receipt evidencing such balance or fractional share.
REDEMPTION OF DEPOSITARY SHARES
Whenever the Company redeems Preferred Stock held by the Preferred Stock Depositary, the Preferred Stock Depositary will redeem as of the same redemption date the number of Depositary Shares representing the Preferred Stock so redeemed; provided that the Company paid in full to the Preferred Stock Depositary the redemption price of such Preferred Stock plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption. The redemption price per Depositary Share will be equal to the applicable fraction of the redemption price per share and accrued and unpaid dividends payable with respect to such Preferred Stock. If less than all the Depositary Shares are to be redeemed, the Depositary Shares to be
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redeemed will be selected by lot or pro rata or by another equitable method, in each case as may be determined by the Company.
After the date fixed for redemption, the Depositary Shares so called for redemption will no longer be deemed to be outstanding, and all rights of the holders of the Depositary Shares so called for redemption will cease, except the right to receive the moneys payable upon such redemption and any money or other property to which the holders of such Depositary Shares were entitled upon such redemption and surrender to the Preferred Stock Depositary of the Depositary Receipts evidencing such Depositary Shares.
CONVERSION AND EXCHANGE
The Depositary Shares, as such, are not convertible into or exchangeable for Common Stock or other Securities. Nevertheless, if Preferred Stock represented by the Depositary Shares is convertible into or exchangeable for Common Stock or other Securities, the Depositary Receipts may be surrendered by the holder thereof to the Preferred Stock Depositary with written instructions to convert or exchange such Preferred Stock into whole shares of Common Stock or other Securities, as specified in the related Prospectus Supplement. The Company, upon receipt of such instructions and any amounts payable in respect thereof, will cause the conversion or exchange thereof and will deliver to the holder such whole shares of Common Stock or such whole number of other Securities (and cash in lieu of any fractional share or Security). In the case of a partial conversion or exchange, the holder will receive a new Depositary Receipt evidencing the unconverted or unexchanged balance.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which holders of one or more series of Preferred Stock are entitled to vote, the Preferred Stock Depositary will mail the information contained in such notice of meeting to the holders of the Depositary Shares relating to such Preferred Stock. Each record holder of such Depositary Shares on the record date for such meeting will be entitled to instruct the Preferred Stock Depositary as to the manner in which to vote the number of shares of Preferred Stock represented by such Depositary Shares. The Company will agree to take all reasonable action that may be deemed necessary by the Preferred Stock Depositary in order to enable the Preferred Stock Depositary to vote in accordance with each holder's instructions. The Preferred Stock Depositary will abstain from voting Preferred Stock to the extent it does not receive instructions from the holders of Depositary Shares representing such Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between the Company and the Preferred Stock Depositary. However, any amendment that materially and adversely alters the rights of the holders of Depositary Shares will not be effective unless such amendment has been approved by the holders of at least a majority of the Depositary Shares then outstanding; provided that any amendment that prejudices any substantial right of the holders of Depositary Shares will not become effective until the expiration of 90 days after notice of such amendment has been given to such holders. A holder that continues to hold one or more Depositary Receipts at the expiration of such 90-day period will be deemed to consent to, and will be bound by, such amendment. No amendment may impair the right of any holder to surrender such holder's Depositary Receipt and receive the related Preferred Stock, as discussed above under "Withdrawal of Preferred Stock."
The Deposit Agreement may be terminated by the Company at any time upon not less than 60 days' prior written notice to the Preferred Stock Depositary. In any such case, the Preferred Stock Depositary will deliver to each holder of Depositary Shares, upon surrender of the related Depositary Receipts, the number of whole shares of the related series of Preferred Stock to which such holder is entitled, together with cash in lieu of any fractional share. The Deposit Agreement will terminate automatically after all the related Preferred Stock has been redeemed, withdrawn, converted or exchanged or there has been a final distribution in respect of the
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Preferred Stock represented by such Depositary Shares in connection with any liquidation, dissolution or winding up of the Company.
CHARGES OF PREFERRED STOCK DEPOSITARY
Except as provided in the Prospectus Supplement, the Company will pay the fees and expenses of the Preferred Stock Depositary, and the holders of Depositary Receipts will be required to pay any tax or other governmental charge that may be imposed in connection with the transfer, exercise, surrender or split-up of Depositary Receipts.
MISCELLANEOUS
The Preferred Stock Depositary will forward to the holders of Depositary Shares all reports and communications from the Company that are delivered to the Preferred Stock Depositary and that the Company is required to furnish to the holders of the Preferred Stock.
Neither the Preferred Stock Depositary nor the Company will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of the Company and the Preferred Stock Depositary under the Deposit Agreement will be limited to performance in good faith of their respective duties thereunder, and neither entity will be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or related shares of Preferred Stock unless satisfactory indemnity is furnished.
RESIGNATION AND REMOVAL OF PREFERRED STOCK DEPOSITARY
The Preferred Stock Depositary may resign at any time by delivering to the Company notice of its election to do so, and the Company may at any time remove the Preferred Stock Depositary, any such resignation or removal to take effect upon the appointment of a successor Preferred Stock Depositary. Such successor Preferred Stock Depositary must be appointed within 60 days after delivery of notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF COMMON STOCK
The Company may issue (either separately or together with other Offered Securities) shares of its Common Stock. Under the Certificate of Incorporation, the Company is authorized to issue up to 200,000,000 shares of its Common Stock. The Prospectus Supplement relating to an offering of Common Stock, or to the issuance of Common Stock upon the exercise of Common Warrants or to Common Stock issuable upon the conversion or exchange of other Offered Securities, will describe terms relevant thereto, including the number of shares offered, any initial offering price, and market price and dividend information, as well as, if applicable, information on such other Offered Securities.
DESCRIPTION OF COMMON WARRANTS
The Company may issue (either separately or together with other Offered Securities) Common Warrants to purchase Common Stock (the "Offered Common Warrants"). The Common Warrants will be issued under warrant agreements (each a "Common Warrant Agreement") to be entered into between the Company and a bank or trust company, as warrant agent (the "Common Warrant Agent"), all as set forth in the Prospectus Supplement relating to the Common Warrants being offered thereby. A copy of the form of Common Warrant Agreement, including the form of certificate representing the Common Warrants (the "Common Warrant Certificates"), is filed as an exhibit to the registration statement of which this Prospectus is a part. The following summaries of certain provisions of the Common Warrant Agreement and the Common Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Common Warrant Agreement and the Common Warrant Certificates, respectively, including the definitions therein of certain terms.
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GENERAL
The Prospectus Supplement will describe the terms of the Offered Common Warrants, the Common Warrant Agreement relating to such Common Warrants and the Common Warrant Certificates representing such Common Warrants, including the following:
(1) the title and aggregate number of such Common Warrants;
(2) the offering price of such Common Warrants;
(3) the number of shares of Common Stock that may be purchased upon exercise of each such Common Warrant; the price, or the manner of determining the price, at which such shares may be purchased upon such exercise; if other than cash, the property and manner in which the exercise price may be paid; and any minimum number of such Common Warrants that are exercisable at any one time;
(4) the time or times at which, or period or periods which, such Common Warrants may be exercised and the expiration date of such Common Warrants;
(5) the terms of any right of the Company to redeem such Common Warrants;
(6) the terms of any right of the Company to accelerate the exercise of such Common Warrants upon the occurrence of certain events;
(7) whether such Common Warrants will be sold with any other Offered Securities and, if so, the amount and terms thereof;
(8) the date, if any, on and after which such Common Warrants and such Offered Securities will be separately transferable;
(9) a discussion of the federal income tax considerations applicable to such Common Warrants and Common Stock; and
(10) any other terms of such Common Warrants.
Common Warrant Certificates may be issued in registered or bearer form, or both, as set forth in the Prospectus Supplement, and will be exchangeable for new Common Warrant Certificates of different denominations. No service charge will be made for any permitted transfer or exchange of Common Warrant Certificates, but the Company may require payment of any tax or other governmental charge payable in connection therewith. Common Warrants may be exercised at the corporate trust office of the Common Warrant Agent or any other office indicated in the Prospectus Supplement.
EXERCISE OF COMMON WARRANTS
Each Offered Common Warrant will entitle the holder thereof to purchase such number of shares of Common Stock at the exercise price set forth in, or calculable from, the Prospectus Supplement relating to such Offered Common Warrants. After the close of business on the applicable expiration date, unexercised Common Warrants will become void.
Offered Common Warrants may be exercised by payment to the Common Warrant Agent of the exercise price and by delivery to the Common Warrant Agent of the related Common Warrant Certificate, with the reverse side thereof properly completed. Offered Common Warrants will be deemed to have been exercised upon receipt of the exercise price, subject to the receipt by the Common Warrant Agent, within five business days thereafter, of the Common Warrant Certificate or Certificates evidencing such Offered Common Warrants. Upon receipt of such payment and the properly completed Common Warrant Certificates at the corporate trust office of the Common Warrant Agent or such other office acceptable to the Common Warrant Agent, the Company will, as soon as practicable, deliver the shares of Common Stock purchased upon such exercise. If fewer than all of the Offered Common Warrants represented by any Common Warrant Certificate are exercised, a new Common Warrant Certificate will be issued for the unexercised Offered Common Warrants. The holder of an Offered Common Warrant will be required to pay any tax or other governmental
23

charge that may be imposed in connection with any transfer involved in the issuance of Common Stock purchased upon such exercise.
MODIFICATIONS
The Common Warrant Agreement and the terms of the Offered Common Warrants may be modified or amended by the Company and the Common Warrant Agent, without the consent of any holder, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained therein, or in any other manner that the Company deems necessary or desirable and that will not materially and adversely affect the interests of the holders of the Offered Common Warrants.
The Company and the Common Warrant Agent may also modify or amend the Common Warrant Agreement and the terms of the Offered Common Warrants with the consent of the holders of not less than a majority in number of the then outstanding unexercised Common Warrants affected thereby; provided that no such modification or amendment that accelerates the expiration date, increases the exercise price, reduces the number of outstanding Common Warrants, the consent of the holders of which is required for any such modification or amendment, or otherwise materially and adversely affects the rights of the holders of the Common Warrants may be made without the consent of each holder affected thereby.
COMMON WARRANT ADJUSTMENTS
The terms and conditions on which the exercise price of and/or the number of shares of Common Stock covered by an Offered Common Warrant are subject to adjustment will be set forth in the Common Warrant Agreement and the Prospectus Supplement. Such terms will include provisions for adjusting the exercise price and/or the number of shares of Common Stock covered by such Offered Common Warrant; the events requiring such adjustment; the events upon which the Company may, in lieu of making such adjustment, make proper provisions so that the holder of such Offered Common Warrant, upon exercise thereof, would be treated as if such holder had exercised such Common Warrant prior to the occurrence of such events; and provisions affecting exercise in the event of certain events affecting the Common Stock.
NO RIGHTS AS STOCKHOLDERS
Holders of Common Warrants are not entitled, by virtue of being such holders, to vote, consent or receive notice as stockholders of the Company in respect of any meeting of stockholders for the election of directors of the Company or any other matter, or exercise any other rights whatsoever as stockholders of the Company.
DESCRIPTION OF OUTSTANDING CAPITAL STOCK
The authorized capital stock of the Company consists of (i) 200,000,000 shares of Common Stock, $1.50 par value per share, (ii) 5,000,000 shares of Preferred Stock, $0.01 par value per share, (iii) 442,352 shares of Series $4.75 Preferred Stock, without par value but with a stated value of $100 per share (the "$4.75 Preferred Stock") and (iv) 2,000,000 shares of junior participating preferred stock, par value $0.01 per share (the "Junior Preferred Stock").
On December 31, 1993, there were outstanding (i) 46,018,008 shares of Commom Stock, (ii) employee stock options to purchase an aggregate of 3,883,370 shares of Common Stock and (iii) 235,101 shares of $4.75 Preferred Stock. In addition, rights to purchase Junior Preferred Stock have been distributed to holders of the Common Stock pursuant to the Rights Agreement, as further described below. A maximum of 2,000,000 shares of Junior Preferred Stock is currently authorized for issuance upon exercise of such rights. See "Rights Plan" below.
The number of outstanding shares of Common Stock described above has not been adjusted to account for the 2 for 1 stock split declared by the Company on May 10, 1994 to the holders of record of the Common Stock on June 1, 1994. The stock split will take effect on July 1, 1994.
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The following descriptions are summaries, and reference is made to the detailed provisions of the following documents: (i) the Company's Certificate of Incorporation; (ii) the Company's Bylaws; and (iii) the Rights Agreement, as amended, between the Company and Bank One of Arizona, as Rights Agent (the "Rights Agreement").
COMMON STOCK
Subject to the rights of the holders of any outstanding shares of Preferred Stock, $4.75 Preferred Stock and Junior Preferred Stock, holders of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefor.
Each holder of Common Stock is entitled to one vote for each share held on all matters voted upon by the stockholders of the Company, including the election of directors. The Common Stock does not have cumulative voting rights. Election of directors is decided by the holders of a plurality of the shares entitled to vote and present in person or by proxy at a meeting for the election of directors.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of the debts and other liabilities of the Company and the preferential amounts to which holders of the Company's Preferred Stock, $4.75 Preferred Stock and Junior Preferred Stock are entitled (if any shares of Preferred Stock, $4.75 Preferred Stock and Junior Preferred Stock are then outstanding), the holders of Common Stock are entitled to share ratably in the remaining assets of the Company.
The outstanding shares of Common Stock are, and any shares of Common Stock offered hereby upon issuance and payment therefor will be, fully paid and non-assessable. The Common Stock has no preemptive or conversion rights and there are no redemption or sinking fund provisions applicable thereto.
The Common Stock of the Company is listed on The New York Stock Exchange and The Pacific Stock Exchange (symbol "DL"). The transfer agent and registrar is the First National Bank of Boston.
$4.75 PREFERRED STOCK
Dividends are paid quarterly on the $4.75 Preferred Stock at an annual rate of $4.75 per share on the fifteenth day of January, April, July and October in each year when and if declared. Such dividends are cumulative, to the extent not paid. In the event of any liquidation, dissolution or winding up of the Company, the holders of the $4.75 Preferred Stock are entitled to receive an amount equal to the accrued and unpaid dividends thereon plus, on involuntary liquidation, $100 per share or, on voluntary liquidation, $101 per share before any distribution may be made to holders of common or any other stock junior to the $4.75 Preferred Stock.
Shares of the $4.75 Preferred Stock are redeemable at the option of the Company at $101 per share plus accrued and unpaid dividends thereon computed to the date of redemption. In the case of redemption of less than all the outstanding $4.75 Preferred Stock, the shares to be redeemed will be selected by lot in the manner prescribed by the Board. All shares redeemed will be cancelled and will not be reissued as $4.75 Preferred Stock. In addition, the $4.75 Preferred Stock is entitled to the benefits of mandatory annual cumulative sinking fund payments due September 1 of each year in an amount per share sufficient to redeem 6,000 shares at par plus accrued and unpaid dividends. Previously purchased shares of $4.75 Preferred Stock may be used to satisfy the sinking fund requirement.
When, if ever, dividends on the $4.75 Preferred Stock shall be in arrears, in whole or in part, as to each of six quarterly dividends, whether or not consecutive, holders of the $4.75 Preferred Stock will have the exclusive right, voting separately as a class at the next annual meeting of shareholders, and annually thereafter, to elect two Directors of the Company in addition to those elected by other classes of shareholders. Such right of election and the existence of such additional directorships shall continue until such time as all cumulative dividends in arrears have been paid in full. The holders of at least 10% of the $4.75 Preferred Stock may require that a special meeting of such holders be called to elect such additional Directors if the foregoing arrearages shall occur more than 90 days prior to the date fixed by the Bylaws for the next annual meeting of
25

shareholders. Except as described herein and as otherwise required by law, the $4.75 Preferred Stock will have no voting rights.
The Company, without the approval of at least a majority of the then outstanding $4.75 Preferred Stock, voting as a class, or the unanimous written consent of such stock, may not create or issue any class or series of stock ranking on a parity with the $4.75 Preferred Stock either as to dividends or liquidation rights, or increase the authorized number of shares of any such class or series. Also, the Company, without the approval of at least two-thirds of the then outstanding $4.75 Preferred Stock, voting as a class, or the unanimous written consent of such stock, may not
(a) amend, alter or repeal any of the provisions of its Certificate of Incorporation so as to alter materially any existing provisions of the $4.75 Preferred Stock,
(b) create or issue any class or series of stock ranking prior to the $4.75 Preferred Stock either as to dividends or liquidation rights, or increase the authorized number of shares of any such class or series of the $4.75 Preferred Stock, or
(c) sell, lease or convey all or substantially all of the Company's property or business, or voluntarily liquidate, merge or consolidate, provided that no such vote or consent will be required for a consolidation or merger of the Company if, after any such transaction, each holder possesses an equivalent number of shares of the surviving corporation having substantially the same terms and provisions as the $4.75 Preferred Stock and the surviving corporation has no stock either authorized or outstanding ranking prior to or on a parity with such shares.
No such approval or consent will be required for issuance either of senior or parity stock for the purpose of redeeming or otherwise retiring the $4.75 Preferred Stock.
If and so long as the Company may be in default with respect to any dividend or sinking fund payment on the $4.75 Preferred Stock, it may not pay any dividends (other than dividends payable in junior stock) or make other distributions on junior stock or acquire shares of such junior stock for a consideration.
Holders of the $4.75 Preferred Stock will have no preemptive rights. The $4.75 Preferred Stock is not liable for further calls or subject to assessment. The $4.75 Preferred Stock is not entitled to conversion rights.
CERTAIN ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation and Bylaws contain certain provisions that could make more difficult the acquisition of the Company by means of a tender offer, a proxy contest or otherwise. The description set forth below is intended as a summary only and is qualified in its entirety by reference to the forms of the Certificate of Incorporation and Bylaws, which have been filed as an exhibit to the registration statement of which this Prospectus is a part.
Classification of Board of Directors. The Certificate of Incorporation and Bylaws of the Company provide that the Company's Board of Directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting of shareholders for a full three-year term. The Bylaws provide for not less than three nor more than seventeen directors which the Company would have if there were no vacancies (the "Whole Board"). The Bylaws provide that a vacancy on the Company's Board may be filled only by the affirmative vote of a majority of the remaining directors, even though less than a quorum. The Certificate of Incorporation further provides that a director may be removed only for cause and only by affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock of the Company.
These provisions would preclude a third party from removing incumbent directors and simultaneously gaining control of the Company's Board by filling the vacancies created by removal with its own nominees, unless such third party controls at least 80% of the combined voting power of the voting stock of the Company. Under the classified board provisions described above, it would take at least two elections of directors for any
26

individual or group to gain control of the Company's Board. Accordingly, these provisions would tend to deter unfriendly takeovers.
Stockholder Action. The Certificate of Incorporation and the Bylaws also provide that stockholder action can be taken only at an annual or special meeting of stockholders and prohibit stockholder action by written consent in lieu of a meeting. The Bylaws provide that special meetings of stockholders can be called only by the Chairman of the Board of Directors or by the Company's Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. Stockholders are not permitted to call a special meeting or to require that the Company's Board of Directors call a special meeting of stockholders.
Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals. The Bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors, or to bring other business before an annual meeting of stockholders of the Company (the "Stockholder Notice Procedure").
The Stockholder Notice Procedure provides that only persons who are nominated by, or at the direction of, the Company Board, or by a stockholder who has given timely written notice to the Secretary of the Company prior to the meeting at which directors are to be elected, will be eligible for election as directors of the Company. The Stockholder Notice Procedure provides that at an annual meeting only such business may be conducted as has been brought before the meeting by, or at the direction of, the Chairman or the Company's Board or by a stockholder who has given timely written notice to the Secretary of the Company of such stockholder's intention to bring such business before such meeting.
Under the Stockholder Notice Procedure, for notice of stockholder nominations to be made at an annual meeting to be timely, such notice must be received by the Company not less than 70 days nor more than 90 days prior to the first anniversary of the previous year's annual meeting (or if the date of the annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from such anniversary date, not earlier than the 90th day prior to such meeting and not later than the later of (x) the 70th day prior to such meeting and (y) the 10th day after public announcement of the date of such meeting is first made). Notwithstanding the foregoing, in the event that the number of directors to be elected is increased and there is no public announcement made by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 80 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice will be timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Company not later than the 10th day after such public announcement is first made by the Company. Under the Stockholder Notice Procedure, for notice of a stockholder nomination to be made at a special meeting at which directors are to be elected to be timely, such notice must be received by the Company not earlier than the 90th day before such meeting and not later than the later of (x) the 70th day prior to such meeting and (y) the 10th day after public announcement of the date of such meeting is first made.
In addition, under the Stockholder Notice Procedure, a stockholder's notice to the Company proposing to nominate a person for election as a director must contain certain specified information. If the Chairman of the Board or other officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the Stockholder Notice Procedure, such person will not be eligible for election as a director, or such business will not be conducted at such meeting, as the case may be.
Merger/Sale of Assets. The Certificate of Incorporation of the Company provides that certain "business combinations" (as defined) must be approved by the holders of at least 66 2/3% of the voting power of the shares not owned by an "interested shareholder" (as defined), unless the business combinations are approved by the "Continuing Directors" or meet certain requirements regarding price and procedure.
Delaware General Corporation Law Section 203. The Company is subject to the provisions of Section 203 of the General Corporation law of the State of Delaware ("Delaware sec. 203"), the "business combination" statute. In general, the law prohibits a public Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the
27

person became an interested stockholder, unless (i) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares described in Delaware sec. 203), or (iii) on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders and by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the "interested stockholder". "Business combination" is defined to include mergers, asset sales and certain other transactions resulting in a financial benefit to a stockholder. An "interested stockholder" is defined generally as a person who, together with affiliates and associates, owns (or, within the prior three years, did own) 15% or more of a corporation's voting stock. The Certificate of Incorporation does not exclude the Company from the restrictions imposed under sec. 203 of the Delaware law. The statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire the Company.
RIGHTS PLAN
Pursuant to the Company's Rights Agreement (as adjusted to account for the 2 for 1 stock split announced by the Company on May 10, 1994), attached to each share of Common Stock is one right (a "Right") that, when exercisable, entitles the holder of the Right to purchase one two-hundredth of a share of Junior Preferred Stock at a purchase price (the "Purchase Price") of $55, subject to adjustment. The number of Rights attached to each share of Common Stock is subject to adjustment. In certain events (such as a person or group becoming the owner of 20% or more of the Common Stock or a merger or other transaction with an entity controlled by such an acquiring person or group), exercise of the Rights would entitle the holders thereof (other than the acquiring person or group) to receive Common Stock or common stock of a surviving corporation, or cash, property or other securities, with a market value equal to twice the Purchase Price. Accordingly, exercise of the Rights may cause substantial dilution to a person who attempts to acquire the Company. The Rights automatically attach to each outstanding share of Common Stock, including any shares offered pursuant to the applicable Prospectus Supplement. There is no monetary value presently assigned to the Rights, and they will not trade separately from the Common Stock unless and until they become exercisable. The Rights, which expire on February 28, 2002, may be redeemed at a price of $.025 per Right at any time until any individual, corporation or other entity (excluding the Company or its affiliates) has acquired 20% or more of the outstanding Common Stock, except as otherwise provided in the Rights Agreement. The Rights Agreement may have certain antitakeover effects, although it is not intended to preclude any acquisition or business combination that is at a fair price and otherwise in the best interests of the Company and its stockholders as determined by the Board of Directors. However, a stockholder could potentially disagree with the Board's determination of what constitutes a fair price or the best interests of the Company and its stockholders.
Shares of Junior Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Junior Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of one dollar per share but will be entitled to an aggregate dividend equal to 200 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Junior Preferred Stock will be entitled to a minimum preferential liquidation payment of $200 per share but will be entitled to an aggregate payment equal to 200 times the payment made per share of Common Stock. Each share of Junior Preferred Stock will have 200 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which Common Stock is exchanged, each share of Junior Preferred Stock will be entitled to receive an amount equal to 200 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the dividend, liquidation and voting rights of Junior Preferred Stock, the value of one two-hundredth interest in a share of Junior Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.
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PLAN OF DISTRIBUTION
The Company may sell the Securities (a) directly to purchasers, (b) through agents, (c) to dealers as principals, and (d) through underwriters.
Offers to purchase Securities may be solicited directly by the Company or by agents designated by the Company from time to time. Any such agent, who may be deemed to be an underwriter as that term is defined in the Securities Act of 1933, involved in the offer or sale of the Securities is named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement relating to the Securities. Unless otherwise indicated in such Prospectus Supplement, any such agent will use its reasonable efforts to solicit offers to purchase Securities for the period of its appointment.
If a dealer is utilized in the sale of the Securities, the Company will sell such Securities to the dealer as principal. The dealer may then resell Securities to the public at varying prices to be determined by such dealer at the time of resale.
If an underwriter or underwriters are utilized in the sale of the Securities, the Company will enter into an underwriting agreement with such underwriters at the time of sale to them. The names of the underwriters and the terms of the transaction will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of the Securities. Unless otherwise indicated in the Prospectus Supplement relating to the Securities, the obligations of the underwriters to purchase the Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such Securities if any are purchased.
Agents, dealers, or underwriters and their controlling persons may be entitled under agreements which may be entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect thereof, and may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize underwriters or agents to solicit offers by certain institutions to purchase Securities from the Company at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts providing for amounts, payment and delivery as described in the Prospectus Supplement. Institutions with whom the contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to the approval of the Company. A commission described in the Prospectus Supplement will be paid to underwriters and agents soliciting purchases of Securities pursuant to contracts accepted by the Company. Contracts will not be subject to any conditions except that (a) the purchase by an institution of the Securities covered by its contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject and (b) the Company shall have sold and delivered to any underwriters named in the Prospectus Supplement that portion of the issue of Securities as is set forth therein. The underwriters and agents will not have any responsibility in respect of the validity or the performance of the contracts.
Unless otherwise indicated in the Prospectus Supplement relating to the Securities, the Securities will not be listed on any securities exchange.
The place and time of delivery for the Securities will be set forth in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and the related financial statement schedules incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1993 have been audited by Deloitte & Touche, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
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LEGAL OPINIONS
The legality of the Securities will be passed upon for the Company by L. Gene Lemon, Esq., Vice President and General Counsel of the Company, and for the underwriters, if any, by Shearman & Sterling, New York, New York. As of May 31, 1994, Mr. Lemon held approximately 49,000 shares of Common Stock of the Company and options to acquire approximately 126,000 of such shares.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ARE NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS

                                       PAGE
                                       ----
PROSPECTUS SUPPLEMENT
Description Of Notes.................   S-2
Certain United States Federal Income
  Tax Consequences...................  S-14
Plan Of Distribution.................  S-18
Legal Opinion........................  S-19
PROSPECTUS
Available Information................     2
Incorporation By Reference...........     2
The Company..........................     3
Ratio Of Earnings To Fixed Charges
  and Ratio of Earnings to Fixed
  Charges and Preferred Stock
  Dividends..........................     3
Use Of Proceeds......................     4
Description Of Debt Securities.......     4
Description Of Debt Warrants.........    14
Description of Preferred Stock.......    16
Description of Depositary Shares.....    19
Description of Common Stock..........    22
Description of Common Warrants.......    22
Description of Outstanding Capital
  Stock..............................    24
Plan of Distribution.................    29
Experts..............................    29
Legal Opinions.......................    30	

$500,000,000
THE DIAL CORP
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
SALOMON BROTHERS INC
CITICORP SECURITIES, INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
PROSPECTUS SUPPLEMENT
DATED , 1994

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses other than the Securities and Exchange Commission registration fee are estimated.

SEC registration fee......................................................  $ 172,414
Accountants' fees and expenses............................................     75,000
Legal fees and expenses...................................................     50,000
Blue Sky fees and expenses................................................     17,500
Printing and engraving expenses...........................................     16,000
Rating agencies' fees.....................................................    150,000
Trustee's and registrar's fees and expenses...............................     15,000
Miscellaneous.............................................................      4,086
                                                                            ---------
          Total...........................................................  $ 500,000
                                                                             ========	

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company (the "Bylaws") provide that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, will be indemnified and held harmless by the Company to the fullest extent authorized by Delaware law as the same exists or may in the future be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection therewith and such indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of his or her heirs, executors and administrators; however, except as described in the following paragraph with respect to Proceedings to enforce rights to indemnification, the Company will indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Company.
Pursuant to the Bylaws, if a claim described in the preceding paragraph is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant will also be entitled to be paid the expense of prosecuting such claim. The Bylaws provide that it will be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware (the "Delaware Law") for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense will be on the Company. The Bylaws provide that, following any "change of control" of the Company of the type required to be reported under Item I of Form 8-K promulgated under the Securities Exchange Act of 1934, any such determination will be made by independent legal counsel selected by the claimant, approved by the Board of Directors of the Company (the "Board") (which approval may not be unreasonably withheld) and retained by the Board on behalf of the Company. Neither the failure of the
II-1

Company (including the Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Company (including the Board, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, will be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The Bylaws provide that the right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in the Bylaws will not be exclusive of any other right which any person may have or may in the future acquire under any statute, provision of the Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Bylaws permit the Company to maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Law. The Company has obtained directors and officers liability insurance providing coverage to its directors and officers. In addition, the Bylaws authorize the Company, to the extent authorized from time to time by the Board, to grant rights to indemnification, and rights to be paid by the Company the expenses incurred in defending any Proceeding in advance of its final disposition, to any agent of the Company to the fullest extent of the provisions of the Bylaws with respect to the indemnification and advancement of expenses of directors, officers and employees of the Company.
The Bylaws provide that the right to indemnification conferred therein is a contract right and includes the right to be paid by the Company the expenses incurred in defending any such Proceeding in advance of its final disposition, except that if Delaware law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding will be made only upon delivery to the Company of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to be indemnified under the Bylaws or otherwise.
The Company has entered into indemnification agreements with each of the Company's directors. The indemnification agreements, among other things, require the Company to indemnify the officers and directors to the fullest extent permitted by law, and to advance to the directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. The Company must also indemnify and advance all expenses incurred by directors seeking to enforce their rights under the indemnification agreements, and cover directors under the Company's directors' liability insurance. Although the form of indemnification agreement offers substantially the same scope of coverage afforded by provisions in the Certificate of Incorporation and the Bylaws, it provides greater assurance to directors that indemnification will be available, because, as a contract, it cannot be modified unilaterally in the future by the Board or by the stockholders to eliminate the rights it provides, an action that is possible with respect to the relevant provisions of the Bylaws, at least as to prospective elimination of such rights. The Bylaws provide that any amendment or repeal of the Bylaw provisions regarding this indemnification will not adversely affect any right or protection of this indemnification under the Bylaws in respect of any act or omission occurring prior to such amendment or repeal.
II-2

ITEM 16. EXHIBITS

EXHIBIT NO.                                      DESCRIPTION
- -----------   ----------------------------------------------------------------------------------
   1.1(a)     Form of Underwriting Agreement for Debt Securities and Warrants to Purchase Debt
              Securities.
   1.1(b)     Form of Underwriting Agreement for Equity Securities and Warrants to Purchase
              Common Stock.
   1.2        Form of Selling Agency Agreement (with Medium-Term Note Administrative Procedures
              annexed thereto).
   4.1        Form of Senior Indenture, incorporated herein by reference to Exhibit 4.1 of the
              Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15,
              1993.
   4.2        Form of Senior Note, incorporated herein by reference to Exhibit 4.2 of the
              Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15,
              1993.
   4.3        Form of Fixed Rate Medium-Term Note, incorporated herein by reference to Exhibit
              4.3 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on
              April 15, 1993.
   4.4        Form of Floating Rate Medium-Term Note, incorporated herein by reference to
              Exhibit 4.4 of the Registration Statement on Form S-3 (Registration No. 33-61092)
              filed on April 15, 1993.
   4.5        Restated Certificate of Incorporation of the Company, incorporated herein by
              reference to Exhibit 3(A) to Form 8-B filed on February 24, 1992.
   4.6        Bylaws of the Company, incorporated herein by reference to Exhibit 3(B) to Form
              8-B filed on February 24, 1992.
   4.7        Form of Subordinated Indenture among The Dial Corp and Continental Bank, N.A.,
              Trustee.
   4.8        Form of Subordinated Debt Securities.
   4.9(a)     Form of Warrant Agreement for Debt Securities.
   4.9(b)     Form of Warrant Agreement for Equity Securities.
   4.10       Form of Deposit Agreement (including Form of Depositary Receipt).
   4.11       Rights Agreement, dated as of February 15, 1992, between the Company and Bank One
              of Arizona, N.A. (formerly The Valley National Bank of Arizona), as Rights Agent,
              including as Exhibit B thereto the form of Rights Certificate, incorporated herein
              by reference to Exhibit 4(C) to Form 8-B filed on February 24, 1992.
   5          Opinion of L. Gene Lemon, Esq. regarding the legality of the Securities.
   8          Tax opinion of Shearman & Sterling.
  12.1        Computation of ratio of earnings to fixed charges.
  12.2        Computation of ratio of earnings to fixed charges and preferred stock dividends.
  23.1        Consent of Deloitte & Touche (included at page II-7).
  23.2        Consent of L. Gene Lemon, Esq. (included in Exhibit 5).
  23.3        Consent of Shearman & Sterling (included in Exhibit 8).
  24          Powers of Attorney of directors and certain officers of the registrant (included
              at page II-6).
  25.1        Statement of Eligibility on Form T-I of The Chase Manhattan Bank, N.A., as trustee
              under the Senior Indenture, incorporated herein by reference to Exhibit 25 of the
              Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15,
              1993.
  25.2        Statement of Eligibility on Form T-1 of Continental Bank, National Association, as
              trustee under the Subordinated Indenture.	

II-3

ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Securities Act of 1933, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-4

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, and State of Arizona, on the 27th day of June, 1994.
The Dial Corp

By: /s/  JOHN W. TEETS
   ______________________________
         John W. Teets
         Chairman, President and
         Chief Executive Officer	

POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints Richard C. Stephan, as his or her attorney-in-fact, with full power of substitution and resubstitution, to sign and file on his or her behalf individually and in each such capacity stated below any and all amendments and post-effective amendments to this Registration Statement, as fully as such person could do in person, hereby verifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

                 SIGNATURES                                           TITLE                           DATE
                ____________                                         _______                         ______
Principal Executive Officer
/s/    JOHN W. TEETS                                 Director; Chairman, President and           June 27, 1994
_____________________________                             Chief Executive Officer
       John W. Teets

Principal Financial Officer
/s/    F. EDWARD  LAKE                                     Vice President -- Finance             June 27, 1994
_____________________________
       F. Edward Lake

Principal Accounting Officer
/s/    RICHARD C. STEPHAN                           Vice President -- Controller                 June 27, 1994
______________________________
       Richard C. Stephan

Directors
/s/    JOE T. FORD                                                                               June 27, 1994
_______________________________
       Joe T. Ford

/s/    THOMAS L. GOSSAGE                                                                         June 22, 1994
_______________________________
       Thomas L. Gossage	

II-5

                 SIGNATURES                                  TITLE                                DATE
                ____________                                _______                              _____
/s/      DONALD E. GUINN                                                                    June 27, 1994
_______________________________
         Donald E. Guinn

/s/      JESS HAY                                                                           June 27, 1994
_______________________________
         Jess Hay

/s/      JUDITH K. HOFER                                                                    June 21, 1994
_______________________________
         Judith K. Hofer

 /s/     JACK F. REICHERT                                                                   June 27, 1994
_______________________________
         Jack F. Reichert

/s/      LINDA JOHNSON RICE                                                                 June 27, 1994
_______________________________
         Linda Johnson Rice

/s/      DENNIS C. STANFILL                                                                 June 27, 1994
________________________________
         Dennis C. Stanfill

/s/      A. THOMAS YOUNG                                                                    June 21, 1994
________________________________
         A. Thomas Young	

II-6

INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of The Dial Corp on Form S-3 of our reports dated February 25, 1994, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Dial Corp for the year ended December 31, 1993, and to reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE
 Phoenix, Arizona
June 22, 1994
II-7

REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE DIAL CORP
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

EXHIBIT INDEX

EXHIBIT NO.                                 DESCRIPTION OF EXHIBIT
- -----------   ----------------------------------------------------------------------------------
   1.1(a)     Form of Underwriting Agreement for Debt Securities and Warrants to Purchase Debt
              Securities.
   1.1(b)     Form of Underwriting Agreement for Equity Securities and Warrants to Purchase
              Common Stock.
   1.2        Form of Selling Agency Agreement (with Medium-Term Note Administrative Procedures
              annexed thereto).
   4.1        Form of Senior Indenture, incorporated herein by reference to Exhibit 4.1 of the
              Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15,
              1993.
   4.2        Form of Senior Note, incorporated herein by reference to Exhibit 4.2 of the
              Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15,
              1993.
   4.3        Form of Fixed Rate Medium-Term Note, incorporated herein by reference to Exhibit
              4.3 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on
              April 15, 1993.
   4.4        Form of Floating Rate Medium-Term Note, incorporated herein by reference to
              Exhibit 4.4 of the Registration Statement on Form S-3 (Registration No. 33-61092)
              filed on April 15, 1993.
   4.5        Restated Certificate of Incorporation of the Company, incorporated herein by
              reference to Exhibit 3(A) to Form 8-B filed on February 24, 1992.
   4.6        Bylaws of the Company, incorporated herein by reference to Exhibit 3(B) to Form
              8-B filed on February 24, 1992.
   4.7        Form of Subordinated Indenture among The Dial Corp and Continental Bank, N.A.,
              Trustee.
   4.8        Form of Subordinated Debt Securities.
   4.9(a)     Form of Warrant Agreement for Debt Securities.
   4.9(b)     Form of Warrant Agreement for Equity Securities.
   4.10       Form of Deposit Agreement (including Form of Depositary Receipt).
   4.11       Rights Agreement, dated as of February 15, 1992, between the Company and Bank One
              of Arizona, N.A. (formerly The Valley National Bank of Arizona), as Rights Agent,
              including as Exhibit B thereto the form of Rights Certificate, incorporated herein
              by reference to Exhibit 4(C) to Form 8-B filed on February 24, 1992.
   5          Opinion of L. Gene Lemon, Esq. regarding the legality of the Securities.
   8          Tax opinion of Shearman & Sterling.
  12.1        Computation of ratio of earnings to fixed charges.
  12.2        Computation of ratio of earnings to fixed charges and preferred stock dividends.
  23.1        Consent of Deloitte & Touche (included at page II-7).
  23.2        Consent of L. Gene Lemon, Esq. (included in Exhibit 5).
  23.3        Consent of Shearman & Sterling (included in Exhibit 8).
  24          Powers of Attorney of directors and certain officers of the registrant (included
              at page II-6).
  25.1        Statement of Eligibility on Form T-I of The Chase Manhattan Bank, N.A., as trustee
              under the Senior Indenture, incorporated herein by reference to Exhibit 25 of the
              Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15,
              1993.
  25.2        Statement of Eligibility on Form T-1 of Continental Bank, National Association, as
              trustee under the Subordinated Indenture.

S & S DRAFT
 6/24/94
EXHIBIT 1.1(a)
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS
HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS

THE DIAL CORP,
Issuer
[Convertible] [Subordinated] Debt Securities and Warrants to Purchase [Convertibel][Subordinated] Debt Securities
UNDERWRITING AGREEMENT
DATED: ____________,19__

THE DIAL CORP
(a Delaware corporation)
[Convertible] [Subordinated] Debt Securities and Warrants to Purchase [Convertible] [Subordinated] Debt Securities
UNDERWRITING AGREEMENT
___________, 19__ New York, New York
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II
hereto
Dear Sirs:
The Dial Corp, a Delaware corporation (the "Company"), proposes to sell to the underwriters named in Schedule II (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the following securities which may be sold either separately or together as specified in Schedule I hereto (the "Offered Securities"): (1) certain of the Company's senior debt securities (the "Senior Securities") or its subordinated debt securities (the "Subordinated Securities"; together with Senior Securities, the "Debt Securities") or both and (2) warrants (the "Warrants") to purchase Debt Securities (the "Underlying Debt Securities"), such sale of Offered Securities to be on the terms and conditions stated herein and in Schedule II.
The [Senior] [Subordinated] Securities will be issued under an indenture (the "Indenture") dated as of ________, 199__, between the Company and [The Chase Manhattan Bank, N.A.] [_____________], as trustee (the "Trustee"). The Warrants will be issued under one or more warrant agreements (each of which is sometimes referred to

2
as the "Warrant Agreement") between the Company and _____________, as Warrant Agent (the "Warrant Agent"), as specified in Schedule __. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms.
The Subordinated Securities and the Underlying Debt Securities, if any, may be convertible (collectively, the "Convertible Debt Securities") into shares of common stock, par value $1.50 per share, of the Company (the "Common Stock"), as specified in Schedule I. The shares of Common Stock issuable upon conversion of any Convertible Debt Securities are referred to herein as the "Shares". [If, at the time of the issuance of any such Shares, the Rights Agreement (as defined below) is in effect, each such Share will include, to the extent provided for in the Rights Agreement, one common stock purchase right (such rights being hereinafter referred to as the "Rights") entitling the holder thereof to purchase, under certain circumstances, Common Stock or other property. The Rights are to be issued pursuant to the Rights Agreement dated as of February 15, 1992, between the Company and The Valley National Bank of Arizona, as rights agent (such agreement or a successor thereto, as the same may be amended, being referred to as the "Rights Agreement").]
Any Debt Securities and Warrants to be sold pursuant to this Agreement, as specified in Schedule I, are referred to herein separately as the "Offered Debt Securities" and the "Offered Warrants", respectively, and collectively as the "Offered Securities". The Offered Securities, the Underlying Debt Securities, if any, and the Shares, if any, are collectively referred to as the "Securities".
1. Representations and Warranties.
The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) If the offering of the Offered Securities is a Delayed Offering (as specified in Schedule I hereto), paragraph (i) below is applicable, and, if the offering of the Offered Securities is a Non-Delayed Offering (as so specified), paragraph (ii) below is applicable.
(i) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Offered Securities. The Company may have filed one or more amendments thereto, and may have used a preliminary

3
Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. The offering of the Offered Securities is a Delayed Offering and, although the Basic Prospectus may not include all the information with respect to the Offered Securities and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectus, the Basic Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Offered Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Offered Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.
(ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Offered Securities. The Company may have filed one or more amendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. The Company will next file with the Commission either (x) a final prospectus supplement relating to the Offered Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of clause (x), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be

4
included in the Final Prospectus with respect to the Offered Securities and the offering thereof. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, with respect to the Offered Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration Statement did and will, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Indenture did and will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not and will not, and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-l) of the Trustee under the Trust Indenture Act or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto).

5
(c) The Company has complied and will comply with all the provisions of Florida H.B. 1771, codified as Section 517.075 of the Florida statutes, and all regulations promulgated thereunder relating to issuers doing business in Cuba.
(d) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Offered Securities and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Offered Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus or, if, in the case of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Offered Securities, including the Basic Prospectus, included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective), and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or regulations under the Act. "Rule 430A Information" means information with respect to the Offered Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the

6
Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the securities so offered must be included in such registration statement at the effective date thereof. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Offered Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.
2. Purchase and Sale.
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Offered Debt Securities or the number of Offered Warrants, or both, set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Offered Securities pursuant to delayed delivery arrangements, the respective principal amounts of Offered Debt Securities or number of Offered Warrants to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Offered Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities".
If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Offered Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Offered Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery

7
Contract must be for not less than the minimum principal amount of Offered Debt Securities or the minimum number of Offered Warrants, or both, set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount of Offered Debt Securities or the minimum number of Offered Warrants set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Offered Debt Securities or the number of Offered Warrants, or both, to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount or number, as applicable, of Contract Securities as the principal amount of Offered Debt Securities or the number of Offered Warrants set forth opposite the name of such Underwriter bears to the aggregate principal amount or number, or both (as applicable), set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Offered Debt Securities or the number of Offered Warrants to be purchased by all Underwriters shall be the aggregate principal amount or number, or both (as applicable), set forth in Schedule II hereto less the aggregate principal amount or number, or both (as applicable), of Contract Securities.
3. Delivery and Payment.
Delivery of and payment for the Underwriters' Securities shall be made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate) which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Underwriters' Securities being herein called the "Closing Date"). Delivery of the Underwriters' Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds. Delivery of the Underwriters' Securities shall be made at such location as the Representatives shall reasonably designate at least one business day in advance of the Closing Date and payment for the Offered Securities shall be made at the office specified in Schedule I hereto. Certificates for the Underwriters' Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date.
The Company agrees to have the Underwriters' Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date.

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4. Agreements.
The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Offered Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule
424(b), (iii) when, prior to termination of the offering of the Offered Securities, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information,
(v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance.

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(c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will arrange for the determination of the legality of the Securities for purchase by institutional investors.
(f) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (other than the Offered Securities and the Underlying Debt Securities or any commercial paper in the ordinary course of its business).
(g) In the event that the Securities include Shares, the Company will reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligations to issue the Shares issuable upon conversion of any Securities.
5. Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York

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City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date, or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives the opinion of L. Gene Lemon, Vice President and General Counsel for the Company, dated the Closing Date, to the effect that:
(i) each of the Company and the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business;
(ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; the Securities conform to the description thereof contained in the Final Prospectus; and, if the Securities are to be listed on any securities exchange, authorization therefor has been given, subject to official notice of issuance and evidence of satisfactory distribution, or the Company has filed a preliminary listing application and all required supporting documents with respect to the Securities with such securities exchange and such counsel has no reason to believe that the Securities will

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not be authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution;
(iv) [To be included only if the Underwriters are purchasing Offered Debt Securities.] the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the Offered Debt Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, in the case of any Contract Securities, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture;
(v) [To be included only if the Underwriters are purchasing Offered Warrants.] (A) the Warrant Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Warrant Agent, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the Offered Warrants have been duly executed and issued in accordance with the provisions of the Warrant Agreement and delivered to and paid for by the Underwriters pursuant to this Agreement, in the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, in the case of Contract Securities, will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Warrant Agreement; and
(B) such Offered Warrants have been duly authorized by the Company and, assuming that the Offered Warrants have been duly countersigned by the Warrant Agent in the manner provided for in its certificate delivered to you at the Closing Time, such Offered Warrants have been duly executed, issued and delivered by the Company and, when paid for in accordance with this Agreement [and the Delayed Delivery Contracts], will constitute valid and binding obligations of the Company in accordance with their terms, except as enforcement thereof may be limited

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by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); and
(C) the Underlying Debt Securities have been duly authorized by the Company and, assuming that such Underlying Debt Securities have been duly executed, authenticated, issued and delivered upon exercise of the Offered Warrants in accordance therewith and with the terms of the Designated Warrant Agreement and the Designated Indenture, such Underlying Debt Securities will constitute valid and binding obligations of the Company, entitled to the benefits of the Designated Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);
(vi) [To be included only if the Offered Securities include Convertible Debt Securities or Offered Warrants to purchase Convertible Debt Securities.] (A) such Convertible Debt Securities will be convertible into Shares in accordance with the terms of the Indenture. Such Shares have been duly authorized and validly reserved for issuance by the Company and, when issued and delivered in accordance with the terms of the Indenture, such Shares will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the authorization, issuance and delivery of such Shares has been validly taken. The issuance of such Convertible Debt Securities is not, and the issuance of such Shares upon conversion thereof will not be, subject to the preemptive rights of any stockholder of the Company; and
(B) if the Rights Agreement is in effect at the time of the issuance of such Shares, the Rights Agreement has been duly authorized, executed and delivered by the Company; the Rights have been duly authorized by the Company and, when issued upon issuance of such Shares, will be validly issued; all corporate action required to be taken for the authorization, issuance and delivery of such Rights has been validly taken; the issuance of such Rights upon issuance of such Shares is not, and the issuance of such shares of Common Stock upon exercise of such Rights will not be, subject to any preemptive rights of any stockholder of the

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Company; and the Rights Agreement conforms in all material respects as to legal matters to the description thereof contained in the Prospectus;
(vii) each of the Securities, the Indenture and any Warrant Agreement conforms in all material respect as to legal matters to the descriptions thereof contained in the Prospectus;
(viii) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body, or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters;
(ix) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(x) this Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company;

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(xi) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein or in any Delayed Delivery Contracts, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Offered Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained;
(xii) neither the issue and sale of the Offered Securities, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof or of any Delayed Delivery Contracts will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound, or any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and
(xiii) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Shearman & Sterling, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Offered Securities, the Indenture, the Warrant Agreement,
[the Rights Agreement,] any Delayed Delivery Contracts, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

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(d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any supplement thereto) there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto).
(e) At the Closing Date, Deloitte & Touche shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives) dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that:
(i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying

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out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive, audit, compensation and nominating committee of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements in or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that:
(1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus;
(2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company or decreases in working capital of the Company and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Final Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set

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forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or
(3) the amounts included in any unaudited "capsule" information included or incorporated in the Registration Statement and the Final Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus;
(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form l0-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and
(iv) if pro forma financial statements are included or incorporated in the Registration Statement and the Final Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements.

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References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
In addition, except as provided in Schedule I hereto, at the Execution Time, Deloitte & Touche shall have furnished to the Representatives a letter or letters, dated as of the Execution Time, in form and substance satisfactory to the Representatives, to the effect set forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus
(exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto).
(g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purpose of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(h) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.
(i) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company.
If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the

19
Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses.
If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied, because of any termination pursuant to
Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Offered Securities.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the

20
Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the names of the Underwriters set forth on the cover page of the Prospectus Supplement and under the heading "Plan of Distribution" in the Prospectus Supplement and the information set forth under the heading "Plan of Distribution" in the Prospectus Supplement relating to the after-market activities of the Underwriters in making a market for, or purchasing in the secondary market, the Securities in any Preliminary Final Prospectus or the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity, and you, as the Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the

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indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, "Losses"), to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or the Underwriters. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration

22
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
8. Default by an Underwriter.
If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Debt Securities or the number of Offered Warrants, as applicable, which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of the Offered Debt Securities or total number of Offered Warrants, as applicable, set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Offered Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto).

23

10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for the Offered Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Dial Tower, Phoenix, Arizona 85077, attention of the legal department.
12. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.
13. Applicable Law.
This Agreement will be governed by and construed in accordance with the laws of the State of New York.

24
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
The Dial Corp
By_______________________________
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
specified in Schedule I hereto.
Salomon Brothers Inc
Citicorp Securities Markets, Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: Salomon Brothers Inc
By____________________________________
Name:
Title:
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

SCHEDULE I
Underwriting Agreement dated _________, 199__
Registration Statement No. 33-______

Representative(s):       Salomon Brothers Inc, Citicorp Securities Markets,
                         Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce,
                         Fenner & Smith Incorporated.	

The Offered Securities shall have the following terms:
[DEBT SECURITIES
Title of Debt Securities:
Currency:
Principal amount to be issued:
Current ratings: Moody's Investors Service, Inc. __ ; Standard & Poor's Corporation ___; Duff and Phelps, Inc.___ Interest rate or formula: %
Interest payment dates:
Date of maturity:
Redemption provisions:
Sinking fund requirements:
Delayed Delivery Contracts: [authorized] [not authorized]
[Date of delivery:
Minimum contract:
Maximum aggregate principal amount:
Fee: %]
[Initial public offering price: %; plus accrued interest, if any, or amortized original issue discount, if any, from , l9 .]
Purchase price: %, plus accrued interest, if any, or amortized original issue discount, if any, from , 19 (payable in next day funds). Other terms:
[Closing date and location:]]

I-2
[DEBT WARRANTS
Number of Debt Warrants to be issued:

Debt Warrant Agent:
Issuable jointly with Debt Securities: [Yes]  [No]
     [Number of Debt Warrants issued
     with each $                  principal
     amount of Debt Securities:]
     [Detachable data:]

Date from which Debt Warrants are exercisable:

Date on which Debt Warrants expire:	

Exercise price(s) of Debt Warrants:
Initial public offering price: $
Purchase price: $
Title of Warrant Securities:
Principal amount purchasable upon exercise of one Debt Warrant:
Interest rate: Payable:
Date of maturity:
Redemption provisions:
Sinking fund requirements:
[Delayed Delivery Contracts: [authorized] [not authorized]
[Date of delivery:
Minimum contract:
Maximum aggregate principal amount:
Fee: %]
Other terms:
[Closing date and location:]]

SCHEDULE II

                             [Principal Amount of                 [Number of
Underwriter                     Debt Securities                 Debt Warrants
__________                   ____________________               ______________

                                _______________                ________________
    Total                       $             ]                 $             ]
                                ===============                 ===============	

SCHEDULE III
Delayed Delivery Contract
, 1994
The Dial Corp
c/o Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Dear Sirs:
The undersigned hereby agrees to purchase from The Dial Corp (the "Company"), and the Company agrees to sell to the undersigned, on________, 199___ (the "Delivery Date"), [$______________ principal amount of the Company's___________________ (the "Offered Debt Securities") [convertible into shares of common stock of the Company (the "Shares")]] [with attached]
[Warrants (the "Offered Warrants") to purchase [Title of Underlying Debt Securities] (the "Underlying Debt Securities")] ([collectively,] the "Offered Securities"), offered by the Company's Prospectus dated _____________________, 199____, and related Prospectus Supplement dated_______________, 199___ , receipt of a copy of which is hereby acknowledged, at a purchase price of
[_________ % of the principal amount thereof][$___ per Offered Warrant], plus
[accrued interest][amortization of original issue discount], if any, thereon from _______, 199___, to the date of payment and delivery, and on the further terms and conditions set forth in this contract.
Payment for the Offered Securities to be purchased by the undersigned shall be made on or before _____ AM, New York City time, on the Delivery Date to or upon the order of the Company in New York Clearing House (next day) funds, at your office or at such other place as shall be agreed between the Company and the undersigned, upon delivery to the undersigned of the Offered Securities in definitive fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. If no request is received, the Offered Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate principal amount of Offered Debt Securities or the number of Offered Warrants, as applicable, to be purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for the Offered Securities on the Delivery Date, and the obligation of the Company to sell and deliver

III-2
the Offered Securities on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of the failure thereof)
that (1) the purchase of the Offered Securities to be made by the undersigned, which purchase the undersigned represents is not prohibited on the date hereof, shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject, and (2) the Company, on or before the Delivery Date, shall have sold to certain underwriters (the "Underwriters") such principal amount of the Offered Securities as is to be sold to them pursuant to the Underwriting Agreement referred to in the Prospectus and Prospectus Supplement mentioned above. Promptly after completion of such sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. The obligation of the undersigned to take delivery of and make payment for the Offered Securities, and the obligation of the Company to cause the Offered Securities to be sold and delivered, shall not be affected by the failure of any purchaser to take delivery of and make payment for the Offered Securities pursuant to other contracts similar to this contract.
This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar contracts is in the Company's sole discretion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered.

III-3
This agreement shall be governed by and construed in accordance with the laws of the State of New York.
Very truly yours,

(Name of Purchaser)

(Signature and Title of Officer)

(Address)
Accepted:
The Dial Corp
By _________________________
(Authorized Signature)

S & S DRAFT
 6/24/94
EXHIBIT 1.1(b)
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS
HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS.

THE DIAL CORP
Preferred Stock, Depositary Shares, Common Stock and/or Warrants to Purchase Common Stock
UNDERWRITING AGREEMENT
Dated: ___________, 19__

THE DIAL CORP
(a Delaware corporation)
Preferred Stock, Depositary Shares, Common Stock and/or Warrants to Purchase Common Stock
UNDERWRITING AGREEMENT
___________, 19__ New York, New York
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II
hereto
Dear Sirs:
The Dial Corp, a Delaware corporation (the "Company"), proposes to sell to the underwriters named in Schedule II (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the following securities which may be sold either separately or together as specified in Schedule I hereto (the "Offered Securities"): (1) shares of the Company's Preferred Stock, par value $0.01 per share (the "Preferred Stock"), (2) depositary shares (the "Offered Depositary Shares") evidenced by depositary receipts (the "Offered Receipts") representing an interest in shares of Preferred Stock, which Offered Depositary Shares are to be issued pursuant to a deposit agreement (the "Deposit Agreement") among the Company, _____________ (the "Depositary") and the holders from time to time of such Offered Receipts,
(3) shares of the Company's Common Stock, par value $1.50 per share (the "Common Stock") and (4) warrants to purchase shares of Common Stock (the "Offered Warrants"), which warrants are to be issued pursuant to a warrant agreement (the "Common Stock Warrant Agreement")

2
between the Company and ____________ (the "Common Warrant Agent"), such sale of Offered Securities to be on the terms and conditions stated herein and in Schedule II.
If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms.
The shares of Preferred Stock may be convertible (the "Convertible Preferred Stock") into shares of Common Stock in accordance with the terms of the certificate of designations relating to such Preferred Stock (the "Certificate of Designations"), as specified in Schedule I.
Any shares of Common Stock issuable upon exercise of Offered Warrants or upon conversion of shares of Preferred Stock are collectively referred to herein as the "Shares". [If, at the time of the issuance of any such Shares or Offered Common Stock, the Rights Agreement (as defined below) is in effect, each such Share and share of Offered Common Stock will include, to the extent provided for in the Rights Agreement, one Junior Preferred Stock purchase right (such rights being hereinafter referred to as the "Rights") entitling the holder thereof to purchase, under certain circumstances, Junior Preferred Stock or other property. The Rights are to be issued pursuant to the Rights Agreement dated as of February 15, 1992, between the Company and The Valley National Bank of Arizona, as rights agent (such agreement or a successor thereto, as the same may be amended, being referred to as the "Rights Agreement").]
Any shares of Preferred Stock and Common Stock to be sold pursuant to this Agreement, as specified in Schedule I, are referred to herein separately as the "Offered Preferred Stock" and the "Offered Common Stock", respectively, and collectively as the "Offered Securities". The Offered Securities, the shares of Preferred Stock represented by the Offered Depositary Shares, if any, and the Shares, if any, are collectively referred to as the "Securities".
1. Representations and Warranties.
The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) If the offering of the Offered Securities is a Delayed Offering (as specified in Schedule I hereto), paragraph (i) below is applicable, and, if the offering of the Offered Securities is a Non-Delayed Offering (as so specified), paragraph (ii) below is applicable.
(i) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with

3
the Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Offered Securities. The Company may have filed one or more amendments thereto, and may have used a preliminary Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. The offering of the Offered Securities is a Delayed Offering and, although the Basic Prospectus may not include all the information with respect to the Offered Securities and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectus, the Basic Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Offered Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Offered Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.
(ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Offered Securities. The Company may have filed one or more amendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. The Company will next file with the Commission either (x) a final prospectus supplement relating to the Offered Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the

4
effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of clause (x), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in the Final Prospectus with respect to the Offered Securities and the offering thereof. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, with respect to the Offered Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration Statement did and will, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Securities Exchange Act of 1934 (the "Exchange Act"), and the respective rules thereunder; on the Effective Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not and will not, and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto).

5
(c) The Company has complied and will comply with all the provisions of Florida H.B. 1771, codified as Section 517.075 of the Florida statutes, and all regulations promulgated thereunder relating to issuers doing business in Cuba.
(d) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Offered Securities and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Offered Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus or, if, in the case of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Offered Securities, including the Basic Prospectus, included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective), and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or regulations under the Act. "Rule 430A Information" means information with respect to the Offered Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the

6
Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the securities so offered must be included in such registration statement at the effective date thereof. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Offered Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.
2. Purchase and Sale.
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of Offered Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Offered Securities pursuant to delayed delivery arrangements, the respective number of Offered Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Offered Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities".
If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Offered Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the number of the Offered Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum number of Offered Securities set forth in

7
Schedule I hereto and may not exceed the maximum number of Offered Securities set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The number of Offered Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total number of Contract Securities as the number of Offered Securities set forth opposite the name of such Underwriter bears to the aggregate number set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total number of Offered Securities to be purchased by all Underwriters shall be the aggregate number set forth in Schedule II hereto less the aggregate number of Contract Securities.
3. Delivery and Payment.
Delivery of and payment for the Underwriters' Securities shall be made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate) which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Underwriters' Securities being herein called the "Closing Date"). Delivery of the Underwriters' Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds. Delivery of the Underwriters' Securities shall be made at such location as the Representatives shall reasonably designate at least one business day in advance of the Closing Date and payment for the Offered Securities shall be made at the office specified in Schedule I hereto. Certificates for the Underwriters' Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date.
The Company agrees to have the Underwriters' Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date.
4. Agreements.
The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Offered Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final

8
Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule
424(b), (iii) when, prior to termination of the offering of the Offered Securities, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including

9
exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(e) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will arrange for the determination of the legality of the Securities for purchase by institutional investors.
[(f) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (including commercial paper in the ordinary course of its business).]
(g) In the event that the Securities include Shares, the Company will reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligations to issue the Shares issuable upon conversion of any Securities.
5. Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date, or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the

10
Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives the opinion of L. Gene Lemon, Vice President and General Counsel for the Company, dated the Closing Date, to the effect that:
(i) each of the Company and the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business;
(ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; the Securities conform to the description thereof contained in the Final Prospectus; and, if the Securities are to be listed on any securities exchange, authorization therefor has been given, subject to official notice of issuance and evidence of satisfactory distribution, or the Company has filed a preliminary listing application and all required supporting documents with respect to the Securities with such securities exchange and such counsel has no reason to believe that the Securities will not be authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution;
(iv) [To be included only if the Underwriters are purchasing Offered Preferred Stock.] (A) such Offered Preferred Stock has been duly authorized and, when issued in accordance with the terms of the Certificate of Designations and paid for in accordance with this Agreement [and the Delayed Delivery Contracts], will be validly issued, fully paid and nonassessable. All corporate action required to be taken for
the

11
authorization, issuance and delivery of such Offered Preferred Stock has been validly taken. The issuance of such Offered Preferred Stock is not subject to any preemptive rights of any stockholder of the Company;
[To be included only if the Underwriters are purchasing Offered Preferred Stock that includes Offered Convertible Preferred Stock.] (B) such Offered Preferred Stock is convertible into Common Stock in accordance with the terms of the Offered Preferred Stock and the Certificate of Designations. The Shares issuable upon conversion of such shares of Offered Preferred Stock have been duly authorized and validly reserved for issuance by the Company upon such conversion and, when issued in accordance with the terms of such Offered Preferred Stock and the Certificate of Designations, such Shares will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the authorization, issuance and delivery of such Shares has been validly taken. The issuance of such Shares upon the conversion thereof will not be subject to the preemptive rights of any stockholder of the Company;
(v) [to be included only if the Underwriters are purchasing Offered Depositary Shares.] (A) the Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Depositary, the Deposit Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);
(B) the Offered Depositary Shares have been duly authorized. When the Offered Receipts are executed, countersigned, issued and delivered in the manner provided for in the Deposit Agreement, such Offered Depositary Shares evidenced thereby, when sold and paid for in accordance with this Agreement [and the Delayed Delivery Contracts], will represent legal and valid interests in the Preferred Stock deposited by the Company with the Depositary pursuant to the terms of the Deposit Agreement and will entitle the holder of such Offered Receipts to the benefits of the Deposit Agreement;
(C) the shares of Preferred Stock being delivered to the Depositary and represented by such Offered Depositary Shares have been duly

12
authorized and, when issued and delivered to the Depositary against delivery of Offered Receipts to the Underwriters, will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the authorization, issuance and delivery of such Preferred Stock and Offered Depositary Shares has been validly taken. The issuance of such Preferred Stock and the Offered Depositary Shares is not subject to any preemptive rights of any stockholder of the Company;
(D) [To be included only of the Underwriters are purchasing Offered Depositary Shares evidencing an interest in Convertible Preferred Stock.] such Preferred Stock is convertible into Common Stock in accordance with the terms of the Convertible Preferred Stock and the Certificate of Designations. The Shares issuable upon conversion of such shares of Convertible Preferred Stock represented by such Offered Depositary Shares have been duly authorized and validly reserved for issuance by the Company upon such conversion and, when issued in accordance with the terms of such Convertible Preferred Stock and the Certificate of Designations, such Shares will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the authorization, issuance and delivery of such Shares has been validly taken. The issuance of such Shares upon the conversion thereof will not be subject to the preemptive rights of any stockholder of the Company;
(vi) [To be included only if the Underwriters are purchasing Offered Common Stock.] such Offered Common Stock has been duly authorized and, when issued and paid for in accordance with this Agreement [and the Delayed Delivery Contracts], will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the issuance, delivery and sale of such Offered Common Stock has been validly taken. The issuance of the Offered Common Stock is not subject to any preemptive rights of any stockholder of the Company;
(vii) [To be included only if the Underwriters are purchasing Offered Warrants.] (A) the Warrant Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Warrant Agent, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the Offered Warrants have been duly executed and issued in accordance with the provisions of the Warrant Agreement and delivered to and paid for

13
by the Underwriters pursuant to this Agreement, in the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, in the case of Contract Securities, will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Warrant Agreement;
(B) such Offered Warrants have been duly authorized by the Company and, assuming that the Offered Warrants have been duly countersigned by the Warrant Agent in the manner provided for in its certificate delivered to you at the Closing Time, such Offered Warrants have been duly executed, issued and delivered by the Company and, when paid for in accordance with this Agreement [and the Delayed Delivery Contracts], will constitute valid and binding obligations of the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);
(C) the Shares have been duly authorized by the Company and validly reserved for issuance by the Company upon such exercise and, when issued and delivered in accordance with the terms of the Warrant Agreement, such Shares will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the authorization, issuance and delivery of such Shares has been validly taken. The issuance of such Offered Warrants is not, and the issuance of such Shares upon exercise of the Offered Warrants will not be, subject to the preemptive rights of any stockholder of the Company;
(viii) [To be included only if the Underwriters are purchasing Offered Common Stock, Offered Warrants or Offered Preferred Stock that includes Convertible Preferred Stock.] if the Rights Agreement is in effect at the time of the issuance of the Shares or shares of Offered Common Stock, the Rights Agreement has been duly authorized, executed and delivered by the Company and, when issued upon issuance of such Shares or shares of Offered Common Stock, will be validly issued; all corporate action required to be taken for the authorization, issuance and delivery of such Rights has been validly taken; the issuance of such Rights upon issuance of such Shares or shares of Offered Common Stock is not, and the issuance of such shares of Common Stock upon exercise of such Rights will not be, subject to any preemptive rights of any stockholder of the

14
Company; and the Rights Agreement conforms in all material respects as to legal matters to the description thereof contained in the Prospectus;
(ix) each of the Securities, the Deposit Agreement and any Warrant Agreement conforms in all material respect as to legal matters to the descriptions thereof contained in the Prospectus;
(x) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body, or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters;
(xi) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act, and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(xii) this Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company;

15
(xiii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein or in any Delayed Delivery Contracts, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Offered Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained;
(xiv) neither the issue and sale of the Offered Securities, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof or of any Delayed Delivery Contracts will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound, or any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and
(xv) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph
(b) include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Shearman & Sterling, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Offered Securities, the Deposit Agreement, the Warrant Agreement, [the Rights Agreement,] any Delayed Delivery Contracts, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

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(d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any supplement thereto) there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto).
(e) At the Closing Date, Deloitte & Touche shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives) dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that:
(i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying

17
out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive, audit, compensation and nominating committee of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements in or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that:
(1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus;
(2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company or decreases in working capital of the Company and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Final Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set

18
forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or
(3) the amounts included in any unaudited "capsule" information included or incorporated in the Registration Statement and the Final Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus;
(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and
(iv) if pro forma financial statements are included or incorporated in the Registration Statement and the Final Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements.

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References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
In addition, except as provided in Schedule I hereto, at the Execution Time, Deloitte & Touche shall have furnished to the Representatives a letter or letters, dated as of the Execution Time, in form and substance satisfactory to the Representatives, to the effect set forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto).
(g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purpose of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(h) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.
(i) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company.
If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the

20
Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses.
If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied, because of any termination pursuant to
Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Offered Securities.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the

21
Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the names of the Underwriters set forth on the cover page of the Prospectus Supplement and under the heading "Plan of Distribution" in the Prospectus Supplement and the information set forth under the heading "Plan of Distribution" in the Prospectus Supplement relating to the after-market activities of the Underwriters in making a market for, or purchasing in the secondary market, the Securities in any Preliminary Final Prospectus or the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity, and you, as the Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the

22
indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, "Losses"), to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or the Underwriters. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration

23
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
8. Default by an Underwriter.
If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Offered Securities or the number of Offered Warrants, as applicable, which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of the Offered Securities or total number of Offered Warrants, as applicable, set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Offered Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto).

24

10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for the Offered Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Dial Tower, Phoenix, Arizona 85077, attention of the legal department.
12. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.
13. Applicable Law.
This Agreement will be governed by and construed in accordance with the laws of the State of New York.

25
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
The Dial Corp
By

Name:

Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
specified in Schedule I hereto.
Salomon Brothers Inc
Citicorp Securities Markets, Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: Salomon Brothers Inc
By
 Name:
Title:
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

SCHEDULE I
Underwriting Agreement dated _________, 199__
Registration Statement No. 33-______

Representative(s):   Salomon Brothers Inc, Citicorp Securities Markets, Inc.,
                     Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner &
                     Smith Incorporated.	

The Offered Securities shall have the following terms:
Title of Securities:
A. General
Closing date, time and location:
Other terms and conditions:
B. Terms of Preferred Stock (if any)
Designation:
Liquidation preference per share:
Number of shares:
Public offering price: $___________________
Purchase price per share (include accrued dividends, if any): $____________________
Convertibility into Common Stock:
Listing requirement: [None] [NYSE] [Any other stock exchange]
Delayed delivery contracts: [Authorized] [Not Authorized]
[If delayed delivery contracts are authorized
(i) Delivery date:

I-2
(ii) Minimum principal amount per contract:
(iii) Minimum aggregate principal amount:
(iv) Maximum aggregate principal amount:
(v) Fee: %]
Other provisions:
C. Terms of Offered Depositary Shares Representing Preferred Stock
(if any) Designation:
Liquidation preference per share:
Number of shares:
Public offering price: $________________
Purchase price per share (include accrued dividends, if any):
Listing requirements: [None] [NYSE] [any other stock exchange]
[If delayed delivery contracts are authorized
(i) Delivery date:
(ii) Minimum principal amount per contract:
(iii) Minimum aggregate principal amount:
(iv) Maximum aggregate principal amount:
(v) Fee: %]
Other provisions:
D. Common Stock (if any)
Number of shares of Common Stock:

I-3
Purchase price per share: $___________________
Public offering price: $___________________
[If delayed delivery contracts are authorized
(i) Delivery date:
(ii) Minimum principal amount per contract:
(iii) Minimum aggregate principal amount:
(iv) Maximum aggregate principal amount:
(v) Fee: %]
Other provisions:
E. Common Warrants (if any)
Number of Common Warrants to be issued:
Form of Common Warrants: [Registered] [Bearer]
Date on which Common Warrants are first exercisable:
Date on which Common Warrants expire:
Exercise price(s) of one Common Warrant:
Number of shares of Common Stock purchasable upon exercise of one Common Stock Warrant:
Public offering price: $___________________
Purchase price: $___________________
Listing requirement: [None] [NYSE] [any other stock exchange]
[If delayed delivery contracts are authorized
(i) Delivery date:

I-4
(ii) Minimum principal amount per contract:
(iii) Minimum aggregate principal amount:
(iv) Maximum aggregate principal amount:
(v) Fee: %]
Other provisions:

SCHEDULE II

                                                                           Number of Shares of
Underwriter                                                                    Securities
___________                                                               ____________________

                                                                           ____________________
                   Total

                                                                           =====================	

SCHEDULE III
Delayed Delivery Contract
, 1994
The Dial Corp
c/o Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Dear Sirs:
The undersigned hereby agrees to purchase from The Dial Corp (the "Company"), and the Company agrees to sell to the undersigned, on , 199__ (the "Delivery Date"), [number] of the Company's ___________________
[with attached] Securities [collectively,] the "Offered Securities"), offered by the Company's Prospectus dated ___________________, 199__, and related Prospectus Supplement dated ________________________, 199___, receipt of a copy of which is hereby acknowledged, at a purchase price of [$___ per Offered Security], and on the further terms and conditions set forth in this contract.
Payment for the Offered Securities to be purchased by the undersigned shall be made on or before _____ AM, New York City time, on the Delivery Date to or upon the order of the Company in New York Clearing House (next day) funds, at your office or at such other place as shall be agreed between the Company and the undersigned, upon delivery to the undersigned of the Offered Securities in definitive fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. If no request is received, the Offered Securities will be registered in the name of the undersigned and issued in a denomination equal to the number of Offered Securities to be purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for the Offered Securities on the Delivery Date, and the obligation of the Company to sell and deliver the Offered Securities on the Delivery Date, shall be subject to the conditions (and neither party shall incur any liability by reason of the failure thereof) that (1) the purchase of the Offered Securities to be made by the undersigned, which purchase the undersigned represents is not prohibited on the date hereof, shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject, and (2) the Company, on or before the Delivery Date, shall have sold to certain underwriters (the "Underwriters") such

III-2
number of the Offered Securities as is to be sold to them pursuant to the Underwriting Agreement referred to in the Prospectus and Prospectus Supplement mentioned above. Promptly after completion of such sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. The obligation of the undersigned to take delivery of and make payment for the Offered Securities, and the obligation of the Company to cause the Offered Securities to be sold and delivered, shall not be affected by the failure of any purchaser to take delivery of and make payment for the Offered Securities pursuant to other contracts similar to this contract.
This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar contracts is in the Company's sole discretion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered.

III-3
This agreement shall be governed by and construed in accordance with the laws of the State of New York.
Very truly yours,

(Name of Purchaser)

(Signature and Title of Officer)

(Address)
Accepted:
The Dial Corp
By _________________________
(Authorized Signature)

S & S DRAFT
 6/24/94
EXHIBIT 1.2
The Dial Corp
$500,000,000 Medium-Term Notes
Due More Than Nine Months
From Date of Issue
Selling Agency Agreement
___________, 199_
New York, New York
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Citicorp Securities Markets, Inc.
55 Water Street
New York, New York 10041
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281
Dear Sirs:
The Dial Corp, a Delaware corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $500,000,000 aggregate principal amount of its Medium-Term Notes, Due More Than Nine Months From Date of Issue (the "Notes"). The Notes will be issued under an indenture (the "Indenture") dated as of April 1, 1993 between the Company and The Chase Manhattan Bank, N.A., as trustee (the "Trustee"). Unless otherwise specifically provided for and set forth in a Pricing Supplement (as defined below), the Notes will be issued in minimum denominations of $1,000 and in denominations exceeding such amount

2
by integral multiples of $1,000, will be issued only in fully registered form and will have the interest rates, maturities and, if applicable, other terms set forth in such Pricing Supplement. The Notes will be issued, and the terms thereof established, in accordance with the Indenture and the Medium-Term Notes Administrative Procedures attached hereto as Exhibit A (the "Procedures") (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes such Procedures with respect to the Notes issued pursuant to such Terms Agreement). The Procedures may be amended only by written agreement of the Company and you after notice to, and with the approval of, the Trustee. For the purposes of this Agreement, the term "Agent" shall refer to any of you acting solely in the capacity of agent for the Company pursuant to Section 2(a) and not as principal (collectively, the "Agents"), the term "Purchaser" shall refer to one of you acting solely as principal pursuant to Section 2(b) and not as agent, and the term "you" shall refer to you collectively whether at any time any of you is acting in both such capacities or in either such capacity. In acting under this Agreement, in whatever capacity, each of you is acting individually and not jointly.
1. Representations and Warranties.
The Company represents and warrants to, and agrees with, you as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (e) hereof.
(a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form or Schedule (File Number:
33-________), including a basic prospectus, which has become effective, for the registration under the Act of $500,000,000 aggregate principal amount of debt securities (the "Securities"), including the Notes. Such registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and complies in all other material respects with said Rule. The Company has included in such registration statement, or has filed or will file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act, a supplement to the form of prospectus included in such registration statement relating to the Notes and the plan of distribution thereof (the "Prospectus Supplement"). In connection with the sale of Notes, the Company proposes to file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act further supplements to the Prospectus Supplement (each a "Pricing Supplement") specifying the interest rates, maturity dates and, if appropriate, other similar terms of the Notes sold pursuant hereto or the offering thereof. The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission.

3
(b) As of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission, as of the date of a Terms Agreement and at the date of delivery by the Company of any Notes sold hereunder (a "Closing Date"), (i) the Registration Statement, as amended as of any such time, and the Prospectus, as supplemented as of any such time, and the Indenture will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the respective rules thereunder; (ii) the Registration Statement, as amended as of any such time, did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (iii) the Prospectus, as supplemented as of any such time, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by any of you specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).
(c) Each of the Company, Aircraft Service International, Inc., Exhibit Group Inc., Dobbs International Services, Inc., GES Exposition Services, Inc., Greyhound Leisure Services, Inc., Premier Cruise Lines, Ltd., Jetsave Inc., Restaura, Inc., Transportation Leasing Co., Greyhound Lines of Canada Ltd., Brewster Transport Company Limited, Travelers Express Company, Inc., Armour International Company (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except where the failure to so qualify will not have a material adverse effect on the Company and its subsidiaries, considered as a whole.

4
(d) All the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and any other security interests, claims, liens or encumbrances.
(e) The Company's authorized equity capitalization is as set forth in the Prospectus; and the Notes conform to the description thereof contained in the Prospectus (subject to the insertion in the Notes of the maturity dates, the interest rates and other similar terms thereof which will be described in supplements to the Prospectus as contemplated by the fourth sentence of Section 1(a) of this Agreement).
(f) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect or general equitable principles and public policy limitations). The Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect or general equitable principles); and the Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture.
(g) There is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required.
(h) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the

5
sale of the Notes as contemplated by this Agreement and such other approvals (specified in such opinion) as have been obtained.
(i) Neither the execution and delivery of the Indenture, the issue and sale of the Notes, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument to which the Company or any of its subsidiaries is a party or bound or any judgment, order, regulation or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries.
(j) Deloitte & Touche, who are reporting upon the audited consolidated financial statements and schedules included in the Registration Statement, are independent public accountants as required by the Act and the regulations thereunder.
(k) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement is filed. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the form of basic prospectus relating to the Securities contained in the Registration Statement at the Effective Date. "Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus Supplement. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time. "Rule 415" and "Rule 424" refer to such rules under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the

6
Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference.
(l) The Company has complied and will comply with all the provisions of Florida H.B. 1771, codified as Section 517.075 of the Florida statutes, and all regulations promulgated thereunder relating to issuers doing business in Cuba.
2. Appointment of Agents; Solicitation by the Agents of

Offers to Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein and subject to the reservation by the Company of the right to sell Notes directly on its own behalf at any time and to any investor or through other agents (provided that any other agent will execute an agreement with the Company upon the same terms and conditions as contained herein and that the Company will notify each party hereto of its agreement with any other agents), the Company hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or part of the Notes from the Company.
On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Except as provided in
Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any Agent may purchase Notes as principal pursuant to
Section 2(b).
The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the Closing Date, with respect to each sale of Notes by the Company as a result of a solicitation made by such Agent, in an amount equal to that percentage specified in Schedule I hereto of the aggregate principal amount of the Notes sold by the Company. Such commission shall be payable as specified in the Procedures.

7
Subject to the provisions of this Section and to the Procedures, offers for the purchase of Notes may be solicited by an Agent, as agent for the Company, at such time and in such amounts as such Agent deems advisable. The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement is in effect the Company shall not solicit or accept offers to purchase Notes through any agent other than an Agent.
If the Company shall default in its obligations to deliver Notes to a purchaser whose offer it has accepted, the Company shall indemnify and hold each of you harmless against any loss, claim or damage arising from or as result of such default by the Company.
(b) Subject to the terms and conditions stated herein, whenever the Company and any of you determines that the Company shall sell Notes directly to any of you as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a "Terms Agreement". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 6(b). Any such Terms Agreement may also specify the period of time referred to in Section 4(m). Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser's commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth.
Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity and (ii) may be

8
resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.
3. Offering and Sale of Notes.
Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.
4. Agreements.
The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes (including by way of resale by a Purchaser of Notes), the Company will not file any amendment to the Registration Statement or supplement to the Prospectus (except for (i) periodic or current reports filed under the Exchange Act, (ii) a supplement relating to any offering of Notes providing solely for the specification of or a change in the maturity dates, interest rates, issuance prices or other similar terms of any Notes or (iii) a supplement relating to an offering of Securities other than the Notes) unless the Company has furnished each of you a copy for your review prior to filing and given each of you a reasonable opportunity to comment on any such proposed amendment or supplement. Subject to the foregoing sentence, the Company will cause each supplement to the Prospectus to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to you of such filing. The Company will promptly advise each of you (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of any offering of Notes, any amendment of the Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of the Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to

9
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) notify each of you to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, each of you shall forthwith suspend such solicitation and cease using the Prospectus as then supplemented), (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance and (iii) supply any supplemented Prospectus to each of you in such quantities as you may reasonably request. If such amendment or supplement, and any documents, certificates and opinions furnished to each of you pursuant to paragraph (g) of this Section 4 in connection with the preparation or filing of such amendment or supplement are satisfactory in all respects to you, you will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to the Registration Statement, if such an amendment is required, resume your obligation to solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and will furnish to each of you copies of such documents. In addition, on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the Exchange Act, the Company will furnish to each of you the information contained or to be contained in such announcement. The Company also will furnish to each of you copies of all press releases or announcements furnished to news or wire services and any other material press releases and announcements. The Company will immediately notify each of you of (i) any decrease in the rating of the Notes or any other debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or (ii) any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, as soon as the Company learns of any such decrease or notice.
(d) As soon as practicable, the Company will make generally available to its security holders and to each of you an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

10
(e) The Company will furnish to each of you and your counsel, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus may be required by the Act, as many copies of the Prospectus and any supplement thereto as you may reasonably request.
(f) The Company will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as any of you may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes, and will arrange for the determination of the legality of the Notes for purchase by institutional investors.
(g) The Company shall furnish to each of you such information, documents, certificates of officers of the Company and opinions of counsel for the Company relating to the business, operations and affairs of the Company, the Registration Statement, the Prospectus, and any amendments thereof or supplements thereto, the Indenture, the Notes, this Agreement, the Procedures and the performance by the Company and you of its and your respective obligations hereunder and thereunder as any of you may from time to time and at any time prior to the termination of this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the Notes is consummated, (i) pay all expenses incident to the performance of its obligations under this Agreement and any Terms Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, the Indenture, this Agreement, any Terms Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel, incurred in compliance with Section 4(f), the fees and disbursements of the Trustee and the fees of any agency that rates the Notes, (ii) reimburse each of you as requested for all out-of-pocket expenses (including without limitation advertising expenses), if any, incurred with the approval of the Company by you in connection with this Agreement and (iii) pay the fees and expenses of your counsel, Shearman & Sterling, incurred in connection with this Agreement.
(i) Each acceptance by the Company of an offer to purchase Notes will be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance, as though made at and as of such time, and a covenant that such representations and warranties will be true and correct at the time of delivery to the purchaser of the Notes relating to such acceptance, as though made at and as of such time (it being understood that

11
for purposes of the foregoing affirmation and covenant such representations and warranties shall relate to the Registration Statement and Prospectus as amended or supplemented at each such time). Each such acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of such Notes, of any other Notes to be issued on or prior to such settlement date and of any other Securities to be issued and sold by the Company on or prior to such settlement date, the aggregate amount of Securities (including any Notes) which have been issued and sold by the Company will not exceed the amount of Securities registered pursuant to the Registration Statement. The Company will inform you promptly upon your request of the aggregate amount of Securities registered under the Registration Statement which remain unsold.
(j) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement relating to any offering of Securities other than the Notes or providing solely for the specification of or a change in the maturity dates, the interest rates, the issuance prices or other similar terms of any Notes sold pursuant hereto), the Company will deliver or cause to be delivered promptly to each of you a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 5(d) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement.
(k) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement (i) relating to any offering of Securities other than the Notes, (ii) providing solely for the specification of or a change in the maturity dates, the interest rates, the issuance prices or other similar terms of any Notes sold pursuant hereto or
(iii) setting forth or incorporating by reference financial statements or other information as of and for a fiscal quarter, unless, in the case of clause (iii) above, in the reasonable judgment of any of you, such financial statements or other information are of such a nature that an opinion of counsel should be furnished), the Company shall furnish or cause to be furnished promptly to each of you a written opinion of counsel of the Company satisfactory to each of you, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the opinion referred to in Section 5(b) but

12
modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinion, counsel last furnishing such an opinion to you may furnish each of you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement).
(l) Each time that the Registration Statement or the Prospectus is amended or supplemented to include or incorporate amended or supplemental financial information, the Company shall cause its independent public accountants promptly to furnish each of you a letter, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter; provided, however, that, if the Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference financial information as of and for a fiscal quarter, the Company's independent public accountants may limit the scope of such letter, which shall be satisfactory in form to each of you, to the unaudited financial statements, the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any other information of an accounting, financial or statistical nature included in such amendment or supplement, unless, in the reasonable judgment of any of you, such letter should cover other information or changes in specified financial statement line items.
(m) During the period, if any, specified (whether orally or in writing) in any Terms Agreement, the Company shall not, without the prior consent of the Purchaser thereunder, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (other than the Notes being sold pursuant to such Terms Agreement).
5. Conditions to the Obligations of the Agents.
The obligations of each Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Closing Date, to the accuracy of the statements of the

13
Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to each Agent the opinion of L. Gene Lemon, Vice President and General Counsel for the Company, dated the Execution Time, to the effect that:
(i) each of the Company and the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except where the failure to so qualify will not have a material adverse effect on the Company and its subsidiaries, considered as a whole;
(ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is as set forth in the Prospectus; and the Notes conform to the description thereof contained in the Prospectus (subject to the insertion in the Notes of the maturity dates, the interest rates and other similar terms thereof which will be described in supplements to the Prospectus as contemplated by the fourth sentence of Section 1(a) of this Agreement);

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(iv) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect or general equitable principles); and the Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture;
(v) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated by reference in the Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters;
(vi) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been or will be made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened; and the Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and such counsel has no reason to believe that the Registration Statement at the Effective Date or at the Execution Time contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to

15
make the statements therein, in the light of the circumstances under which they were made, not misleading;
(vii) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect or general equitable principles and public policy limitations);
(viii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the sale of the Notes as contemplated by this Agreement and such other approvals (specified in such opinion) as have been obtained;
(ix) neither the execution and delivery of the Indenture, the issue and sale of the Notes, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound or any judgment, order, regulation or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and
(x) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agent and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the date such opinion is rendered.

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(c) Each Agent shall have received from Shearman & Sterling, counsel for the Agents, such opinion or opinions, dated the date hereof, with respect to the issuance and sale of the Notes, the Indenture, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to each Agent a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Execution Time, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Agents to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus.
(e) At the Execution Time, Deloitte & Touche shall have furnished to each Agent a letter or letters (which may refer to letters previously delivered to the Agents), dated as of the Execution Time, in form and substance satisfactory to the Agents, confirming that they are independent accountants within the meaning of the Act and the Exchange Act, and the respective applicable published rules and regulations thereunder, and stating in effect that:

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(i) in their opinion the audited financial statements, financial statement schedules and pro forma financial statements, if any, included or incorporated in the Registration Statement and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive, audit, compensation and nominating committee of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Prospectus, nothing came to their attention which caused them to believe that:
(1) any unaudited financial statements included or incorporated in the Registration Statement and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus;
(2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, included or incorporated in the Registration Statement and the Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company or working capital of the Company and its subsidiaries as compared with the amounts shown

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on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement and the Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents; or
(3) the amounts included in any unaudited "capsule" information included or incorporated in the Registration Statement and the Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement and the Prospectus;
(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and
(iv) if unaudited pro forma financial statements are included or incorporated in the Registration Statement and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application

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of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements.
References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
(f) Prior to the Execution Time, the Company shall have furnished to each Agent such further information, documents, certificates and opinions of counsel as the Agents may reasonably request.
If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to such Agents and counsel for the Agents, this Agreement and all obligations of any Agent hereunder may be canceled at any time by the Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered at the office of Shearman & Sterling, 599 Lexington Avenue, New York, New York, on the date hereof.
6. Conditions to the Obligations of a Purchaser.
The obligations of a Purchaser to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of the related Terms Agreement and as of the Closing Date for such Notes, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented as of the date of such Terms Agreement), (ii) the opinion of L. Gene

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Lemon, General Counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Shearman & Sterling, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) the letter of Deloitte & Touche, independent accountants for the Company, dated as of the Closing Date, to the effect set forth in Section 5(e).
(c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and the applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase.
(a) The Company agrees that any person who has agreed to purchase and pay for any Note pursuant to a solicitation by any of the Agents shall have the right to refuse to purchase such Note if, at the Closing Date therefor, any condition set forth in Section 5 or 6, as applicable, shall not be satisfied.
(b) The Company agrees that any person who has agreed to purchase and pay for any Note pursuant to a solicitation by any of the Agents shall have the right to refuse to purchase such Note if, subsequent to the agreement to purchase such Note, any change, condition or development specified in any of Sections 9(b)(i) through (v) shall have occurred (with the judgment of the Agent which presented the offer to purchase such Note being substituted for any judgment of a Purchaser required therein) the effect of which is, in the judgment of the Agent which presented the offer to purchase such Note, so material and adverse as to make it impractical or inadvisable to proceed with the sale and delivery of such Note (it being understood that under no circumstance shall any such Agent have any duty or obligation to the Company or to any such person to exercise the judgment permitted to be exercised under this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the

21
Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Prospectus or any preliminary Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by any of you specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to you, but only with reference to written information relating to such of you furnished to the Company by such of you specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which you may otherwise have. The Company acknowledges that the names of the Agents set forth on the cover page of the Prospectus Supplement and the information set forth under the heading "Plan of Distribution" in the Prospectus Supplement relating to the after-market activities of the Agents in making a market for, or purchasing in the secondary market, the Notes, constitute the only information furnished in writing by any of you for inclusion in the documents referred to in the foregoing indemnity, and you confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party will,if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any

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indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and each of you agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of you may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by each of you from the offering of the Notes from which such Losses arise; provided, however, that in no case shall any of you be responsible for any amount in excess of the commissions received by such of you in connection with the sale of Notes from which such Losses arise (or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that would have been received by such of you if such commissions had been payable). If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and each of you shall contribute in such proportion as is appropriate to reflect

23
not only such relative benefits but also the relative fault of the Company and of each of you in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) of the Notes from which such Losses arise, and benefits received by each of you shall be deemed to be equal to the total commissions received by such of you in connection with the sale of Notes from which such Losses arise (or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that would have been received by such of you if such commissions had been payable). Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or any of you. The Company and each of you agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls any of you within the meaning of the Act or the Exchange Act and each director, officer, employee and agent of any of you shall have the same rights to contribution as you and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
9. Termination.
(a) This Agreement will continue in effect until terminated as provided in this Section 9. This Agreement may be terminated either by the Company as to any Agent or by any of you insofar as this Agreement relates to any Agent, by giving written notice of such termination to such Agent or the Company, as the case may be. This Agreement shall so terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice is given. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in the fourth paragraph of Section 2(a),
Section 4(h), Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the absolute discretion of the Purchaser, by notice given to the Company prior to delivery of any payment for any Note to be purchased thereunder, if prior to such time (i) there shall have occurred, subsequent to the agreement to purchase such Note, any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which is, in the judgment of the Purchaser, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of such Note, (ii) there shall have been, subsequent to the agreement

24
to purchase such Note, any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (iv) a banking moratorium shall have been declared by either Federal or New York State authorities or
(v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the offering or delivery of such Notes as contemplated by the Prospectus (exclusive of any supplement thereto).
10. Survival of Certain Provisions.
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you or the Company or any of the directors, officers, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 4(h) and 8 hereof shall survive the termination or cancellation of this Agreement. The provisions of this Agreement (including without limitation Section 7 hereof) applicable to any purchase of a Note for which an agreement to purchase exists prior to the termination hereof shall survive any termination of this Agreement. If at the time of termination of this Agreement any Purchaser shall own any Notes with the intention of selling them, the provisions of Section 4 shall remain in effect until such Notes are sold by the Purchaser.
11. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to any of you, will be mailed, delivered or telegraphed and confirmed to such of you, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Dial Tower, Phoenix, Arizona 85077, attention of the Vice President-Treasurer.
12. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the directors, officers, employees, agents and controlling persons referred to in Section 8 hereof and, to the extent provided in Section 7, any person who has agreed to purchase Notes, and no other person will have any right or obligation hereunder.
13. Applicable Law.
This Agreement will be governed by and construed with the Laws of the State of New York.

25
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and you.
Very truly yours,
The Dial Corp
By: ______________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Salomon Brothers Inc
By: _______________________
Name:
Title:
Citibank Securities Markets, Inc.
By: _______________________
Name:
Title:
Goldman, Sachs & Co.
By: _______________________
Name:
Title:
Merrill Lynch, Pierce Fenner & Smith
Incorporated
By: _______________________
Name:
Title:

SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to the following percentage of the principal amount of each Note sold on an agency basis by such Agent:
Term Commission Rate
To be determined by the parties hereto
Unless otherwise specified in the applicable Terms Agreement, the discount or commission payable to a Purchaser shall be determined on the basis of the commission schedule set forth above.
Address for Notice to you:
Notices to Salomon Brothers Inc shall be directed to it at Seven World Trade Center, New York, New York 10048, Attention of the Medium-Term Note Department.
Notices to Citibank Securities Markets, Inc. shall be directed to it at 55 Water Street, New York, New York 10041, Attention of the Transaction Execution Department.
Notices to Goldman, Sachs & Co. shall be directed to it at 85 Broad Street, New York, New York 10004, Attention of the Medium-Term Note Department.
Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be directed to it at North Tower, World Financial Center, New York, New York 10281, Attention of the Medium-Term Note Department.

EXHIBIT A
THE DIAL CORP
Medium-Term Note Administrative Procedures
___________ , 199_
The Medium-Term Notes, Due More Than Nine Months From Date of Issue (the "Notes") of The Dial Corp (the "Company") are to be offered on a continuing basis. Salomon Brothers Inc, Citicorp Securities Markets, Inc., Goldman Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agents (each an "Agent"), have agreed to solicit purchases of Notes issued in fully registered form. The Agents will not be obligated to purchase Notes for their own account. The Notes are being sold pursuant to a Selling Agency Agreement between the Company and the agents named therein (including the Agents) dated the date hereof (the "Agency Agreement"). The Notes will rank equally with all other unsecured and unsubordinated debt of the Company and have been registered with the Securities and Exchange Commission (the "Commission"). The Notes will be issued under an Indenture dated as of April 1, 1993 (the "Indenture"), between the Company and The Chase Manhattan Bank, N.A., as trustee (the "Trustee").
The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by such Agent acting solely as principal, unless otherwise agreed to between the Company and such Agent acting as principal.
Each Note will be represented by either a Global Security (as defined hereinafter) delivered to the Trustee as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the Holder thereof or a Person designated by such Holder (a "Certificated Note"). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms of, the solicitation of orders by the Agents and the sale as a result thereof by the Company are explained below. Administrative and record- keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding orders to purchase Notes and the details of their delivery.

A-2
Administrative procedures and specific terms of the offering are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I hereof, as adjusted in accordance with changes in DTC's operating requirements, and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Unless otherwise defined herein, terms defined in the Indenture and the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as "Fixed Rate Notes". Notes for which interest is calculated on the basis of a floating interest rate are referred to herein as "Floating Rate Notes". To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC's operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC's operating requirements and the Agency Agreement shall control.
PART I
Administrative Procedures for

Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between the Trustee and DTC and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").

Issuance:           On any date of settlement (as defined under
_________           "Settlement" below) for one or more Book-Entry
                    Notes, the Company will issue a single global
                    security in fully registered form without coupons
                    (a "Global Security") representing up to
                    $150,000,000 principal amount of all such Book-
                    Entry Notes that have the same original issue date,
                    original issue discount provisions, if any,
                    Interest Payment Dates, Regular Record Dates,
                    Interest Payment Period, redemption, repayment and
                    extension provisions, if any, Maturity Date, and,
                    in the case of Fixed Rate Notes, interest rate, or,
                    in the case of Floating Rate Notes, initial
                    interest rate, Base Rate, Index Maturity, Interest
                    Reset Period, Interest Reset Dates, Spread or
                    Spread	

                                      A-3

                    Multiplier, if any, minimum interest rate, if any, and
                    maximum interest rate, if any (collectively, the "Terms").
                    Each Global Security will be dated and issued as of the
                    date of its authentication by the Trustee.  Each Global
                    Security will bear an original issue date, which will be
                    (i) with respect to an original Global Security (or any
                    portion thereof), the original issue date specified in
                    such Global Security and (ii) following a consolidation
                    of Global Securities, with respect to the Global Security
                    resulting from such consolidation, the most recent
                    Interest Payment Date to which interest has been
                    paid or duly provided for on the predecessor Global
                    Securities, regardless of the date of authentication of
                    such resulting Global Security.  No Global Security will
                    represent (i) both Fixed Rate and Floating Rate Book-Entry
                    Notes or (ii) any Certificated Note.

Identification      The Company has arranged with the CUSIP Service Bureau
______________      of Standard & Poor's Corporation (the "CUSIP Service
Numbers:            Bureau") for the reservation of a series of CUSIP
________            numbers, which series consists of approximately 900 CUSIP
                    numbers and relates to Global Securities representing
                    Book-Entry Notes and book-entry medium-term notes issued
                    by the Company with other series designations.  The
                    Trustee, the Company and DTC have obtained from the CUSIP
                    Service Bureau a written list of such reserved CUSIP
                    numbers.  The Company will assign CUSIP numbers to Global
                    Securities as described below under Settlement Procedure
                    "B".  DTC will notify the CUSIP Service Bureau periodically
                    of the CUSIP numbers that the Company has assigned to
                    Global Securities.  The Trustee will notify the Company
                    at any time when fewer than 100 of the reserved CUSIP
                    numbers remain unassigned to Global Securities,
                    and, if it deems necessary the Company will reserve
                    additional CUSIP numbers for assignment to Global
                    Securities.  Upon obtaining such additional CUSIP
                    numbers, the Company shall deliver a list of such
                    additional CUSIP numbers to the Trustee and DTC.

Registration:       Global Securities will be issued only in fully
_____________       registered form  without coupons. Each Global Security
                    will be registered in	

                                      A-4

                    the name of CEDE & CO., as nominee for DTC, on the
                    securities register for the Notes maintained under the
                    Indenture.  The beneficial owner of a Book-Entry Note (or
                    one or more indirect participants in DTC designated by such
                    owner) will designate one or more participants in DTC (with
                    respect to such Book-Entry Note, the "Participants") to act
                    as agent or agents for such owner in connection with the
                    book-entry system maintained by DTC, and DTC will record in
                    book-entry form, in accordance with instructions provided
                    by such Participants, a credit balance with respect to such
                    beneficial owner in such Book-Entry Note in the account
                    of such Participants.  The ownership interest of such
                    beneficial owner (or such participant) in such Book-Entry
                    Note will be recorded through the records of such
                    Participants or through the separate records of such
                    Participants and one or more indirect participants in DTC.

Transfers:          Transfers of a Book-Entry Note will be accomplished
__________          by book entries made by DTC and, in turn, by
                    Participants (and in certain cases, one or more
                    indirect participants in DTC) acting on behalf of
                    beneficial transferors and transferees of such
                    Note.

Exchanges:          The Trustee may deliver to DTC and the CUSIP
__________          Service Bureau at any time a written notice of
                    consolidation (a copy of which shall be attached to
                    the resulting Global Security described below)
                    specifying (i) the CUSIP numbers of two or more
                    outstanding Global Securities that represent (A)
                    Fixed Rate Book-Entry Notes having the same Terms
                    and for which interest has been paid to the same
                    date or (B) Floating Rate Book-Entry Notes having
                    the same Terms and for which interest has been paid
                    to the same date, (ii) a date, occurring at least
                    thirty days after such written notice is delivered
                    and at least thirty days before the next Interest
                    Payment Date for such Book-Entry Notes, on which
                    such Global Securities shall be exchanged for a
                    single replacement Global Security and (iii) a new
                    CUSIP number, obtained from the Company, to be
                    assigned to such replacement Global Security.  Upon
                    receipt of such a notice, DTC will send to its
                    participants	

                                      A-5

                    (including the Trustee) a written reorganization
                    notice to the effect that such exchange will occur on
                    such date.  Prior to the specified exchange date,
                    the Trustee will deliver to the CUSIP Service Bureau
                    a written notice setting forth such exchange date
                    and such new CUSIP number and stating that, as of such
                    exchange date, the CUSIP numbers of the Global Securities
                    to be exchanged will no longer be valid.  On the
                    specified exchange date, the Trustee will exchange
                    such Global Securities for a single Global Security
                    bearing the new CUSIP number and the CUSIP numbers
                    of the exchanged Global Securities will, in
                    accordance with CUSIP Service Bureau procedures, be
                    canceled and not immediately reassigned.
                    Notwithstanding the foregoing, if the Global
                    Securities to be exchanged exceed $150,000,000 in
                    aggregate principal amount, one Global Security
                    will be authenticated and issued to represent each
                    $150,000,000 of principal amount of the exchanged
                    Global Securities and an additional Global Security
                    will be authenticated and issued to represent any
                    remaining principal amounts of such Global
                    Securities (see "Denominations" below).

Maturities:         Each Book-Entry Note will mature on a date not less
___________         than nine months nor more than thirty years after
                    the Original Issue Date for such Note.  A Floating
                    Rate Book-Entry Note will mature only on an
                    Interest Payment Date for such Note.

Denominations:      Book-Entry Notes will be issued in principal
______________      amounts of  $1,000 or any amount in excess thereof
                    that is an integral multiple of $1,000.  Global
                    Securities will be denominated in principal amounts
                    not in excess of $150,000,000.  If one or more Book-
                    Entry Notes having an aggregate principal amount in
                    excess of $150,000,000 would, but for the preceding
                    sentence, be represented by a single Global
                    Security, then one Global Security will be
                    authenticated and issued to represent each
                    $150,000,000 principal amount of such Book-Entry
                    Note or Notes and an additional Global Security
                    will be authenticated and issued to represent any
                    remaining principal amount of such Book-Entry Note
                    or Notes.  In such a case, each of the Global
                    Securities representing such Book-	

                                      A-6

                    Entry Note or Notes shall be assigned the same
                    CUSIP number.

Interest:           General.
_________           ________

                    Interest, if any, on each Book-Entry Note
                    will accrue from the original issue date for the
                    first interest period or the last date to which
                    interest has been paid, if any, for each subsequent
                    interest period, on the Global Security
                    representing such Book-Entry Note, and will be
                    calculated and paid in the manner described in such
                    Book-Entry Note and in the Prospectus (as defined
                    in the Agency Agreement), as supplemented by the
                    applicable Pricing Supplement.  Unless otherwise
                    specified therein, each payment of interest on a
                    Book-Entry Note will include interest accrued to
                    but excluding the Interest Payment Date (provided
                    that, in the case of Floating Rate Book-Entry Notes
                    which reset daily or weekly, interest payments will
                    include accrued interest to but excluding the
                    Regular Record Date immediately preceding the
                    Interest Payment Date) or to but excluding Maturity
                    (other than a Maturity of a Fixed Rate Book-Entry
                    Note occurring on the 31st day of a month, in which
                    case such payment of interest will include interest
                    accrued to but excluding the 30th day of such
                    month).  Interest payable at the Maturity of a Book-
                    Entry Note will be payable to the Person to whom
                    the principal of such Note is payable.  Standard &
                    Poor's Corporation will use the information
                    received in the pending deposit message described
                    under Settlement Procedure "C" below in order to
                    include the amount of any interest payable and
                    certain other information regarding the related
                    Global Security in the appropriate (daily or
                    weekly) bond report published by Standard & Poor's
                    Corporation.	

Regular Record Dates.
The Regular Record Date with respect to any Interest Payment Date shall be the date fifteen calendar days immediately preceding such Interest Payment Date (whether or not a Business Date).
Interest Payment Dates on Fixed Rate Book-Entry Notes.
Unless otherwise specified pursuant to Settlement Procedure "A" below, interest payments on Fixed Rate Book-Entry

A-7
Notes will be made semiannually on January 15 and July 15 of each year and at Maturity; provided, however, that if an Interest Payment Date for a Fixed Rate Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further that, in the case of a Fixed Rate Book-Entry Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.
Interest Payment Dates on Floating Rate Book-Entry Notes.
Interest payments will be made on Floating Rate Book-Entry Notes monthly, quarterly, semiannually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Book-Entry Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semiannual Interest Payment Period on the third Wednesday of the two months specified pursuant to Settlement Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure "A" below; provided, however, that if an Interest Payment Date for a Floating Rate Book- Entry Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Book-Entry Note, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Book-Entry Note, except in the case of a Floating Rate Book-Entry Note for which the Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further that, in the case of a Floating Rate Book-Entry Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

A-8

                    Notice of Interest Payment and Regular Record
                    Dates.  On the first Business Day of January,
                    April, July and October of each year, the Trustee
                    will deliver to the Company and DTC a written list
                    of Regular Record Dates and Interest Payment Dates
                    that will occur with respect to Book-Entry Notes
                    during the six-month period beginning on such first
                    Business Day. Promptly after each Interest
                    Determination Date for Floating Rate Book-Entry
                    Notes, the Trustee, as Calculation Agent, will
                    notify Standard & Poor's Corporation of the
                    interest rates determined on such Interest
                    Determination Date.

Calculation of      Fixed Rate Book-Entry Notes.
______________      ____________________________
Interest:
________
                    Interest on Fixed Rate Book-Entry Notes (including
                    interest for partial periods) will be calculated on the
                    basis of a 360-day year of twelve 30-day months.

                    Floating Rate Book-Entry Notes.
                    _______________________________

                    Interest rates on Floating Rate Book-Entry Notes will be
                    determined as set forth in the form of Notes.  Interest on
                    Floating Rate Book-Entry Notes, except as otherwise
                    set forth therein, will be calculated on the basis
                    of actual days elapsed and a year of 360 days
                    except that in the case of a Floating Rate Book-
                    Entry Note for which the Base Rate is Treasury
                    Rate, interest will be calculated on the basis of
                    the actual number of days in the year.

Payments of         Payment of Interest Only.
___________         _________________________
Principal and
_____________
Interest:
_________           Promptly after each Regular Record Date, the Trustee will
                    deliver to the Company and DTC a written notice setting
                    forth, by CUSIP number, the amount of interest to be paid
                    on each Global Security on the following Interest Payment
                    Date (other than an  Interest Payment Date
                    coinciding with Maturity) and the total of such
                    amounts.   DTC will confirm the amount payable on
                    each Global Security on such Interest Payment Date
                    by reference to the appropriate (daily or weekly)
                    bond reports published by Standard & Poor's
                    Corporation.  The Company will pay to the Trustee,
                    as paying agent, the total amount of interest due
                    on such Interest Payment Date (other than at
                    Maturity), and the Trustee will pay such amount to
                    DTC, at	

                                      A-9

                    the times and in the manner set forth below under
                    "Manner of Payment".

                    Payments at Maturity.
                    _____________________

                    On or about the first Business Day of each month, the
                    Trustee will deliver to the Company and DTC a written list
                    of principal and interest to be paid on each Global
                    Security maturing (on a Maturity or Redemption Date
                    or otherwise) in the following month.  The Trustee,
                    the Company and DTC will confirm the amounts of
                    such principal and interest payments with respect
                    to each such Global Security on or about the fifth
                    Business Day preceding the Maturity of such Global
                    Security.  On or before Maturity, the Company will
                    pay to the Trustee, as paying agent, the principal
                    amount of such Global Security, together with
                    interest due at such Maturity.  The Trustee will
                    pay such amount to DTC at the times and in the
                    manner set forth below under "Manner of Payment".
                    If any Maturity of a Global Security representing
                    Book-Entry Notes is not a Business Day, the payment
                    due on such day shall be made on the next
                    succeeding Business Day and no interest shall
                    accrue on such payment for the period from and
                    after such Maturity. Promptly after payment to DTC
                    of the principal and interest due at Maturity of
                    such Global Security, the Trustee will cancel such
                    Global Security in accordance with the Indenture
                    and so advise the Company.  If the Maturity of a
                    Book-Entry Note is not a Business Day, the payment
                    due on such day shall be made on the next
                    succeeding Business Day and no interest shall
                    accrue on such payment for the period from and
                    after such Maturity.

                    Manner of Payment.
                    __________________

                    The total amount of any principal and interest due on
                    Global Securities on any Interest Payment Date or at
                    Maturity shall be paid by the Company to the Trustee in
                    immediately available funds no later than 9:30 A.M.
                    (New York City time) on such date.  The Company will make
                    such payment on such Global Securities by
                    instructing the Trustee to withdraw funds from an
                    account maintained by the Company at Citibank, N.A.
                    or by wire transfer to the Trustee.  The Company
                    will confirm any such	

                                      A-10

                    instructions in writing to the Trustee.  Prior to
                    10 A.M. (New York City time) on the date of Maturity
                    or as soon as possible thereafter, the Trustee will
                    pay by separate wire transfer (using Fedwire message
                    entry instructions in a form previously specified
                    by DTC) to an account at the Federal Reserve Bank of
                    New York previously specified by DTC, in funds
                    available for immediate use by DTC, each payment of
                    principal (together with interest thereon) due on a
                    Global Security on such date.  On each Interest Payment
                    Date (other than at Maturity) interest payments
                    shall be made to DTC, in funds available for
                    immediate use by DTC, in accordance with existing
                    arrangements between the Trustee and DTC.  On each
                    such date DTC will pay, in accordance with its SDFS
                    operating procedures then in effect, such amounts
                    in funds available for immediate use to the
                    respective Participants in whose names the Book-
                    Entry Notes represented by such Global Securities
                    are recorded in the book-entry system maintained by
                    DTC.  Neither the Company (as issuer or as paying
                    agent) nor the Trustee shall have any direct
                    responsibility or liability for the payment by DTC
                    to such Participants of the principal of and
                    interest on the Book-Entry Notes.

                    Withholding Taxes.
                    __________________

                    The amount of any taxes required under applicable law to
                    be withheld from any interest payment on a Book-Entry Note
                    will be determined and withheld by the Participant,
                    indirect participant in DTC or other Person
                    responsible for forwarding payments and materials
                    directly to the beneficial owner of such Note.

Procedure upon      Company Notice to Trustee Regarding Exercise
______________      ____________________________________________
Company's           of Optional Redemption.
_________           _______________________
Exercise of
___________         At least 45 days prior to the date on which it intends to
Optional            redeem a Book-Entry Note, the Company will notify the
________            Trustee that it is exercising such option with respect to
Redemption:         such Book-Entry Note on such date.
___________

                    Trustee Notice to DTC Regarding Company's Exercise
                    __________________________________________________
                    of Optional Redemption.
                    _______________________

                    After receipt of notice that the Company is exercising its
                    option to redeem a Book-Entry	

                                      A-11

                    Note, the Trustee will, at least 30 days before the
                    redemption date for such Book-Entry Note, hand
                    deliver to DTC a notice identifying such Book-Entry
                    Note by CUSIP number and informing DTC of the
                    Company's exercise of such option with respect to such
                    Book-Entry Note.

                    Deposit of Redemption Price.  On or before any
                    redemption date, the Company shall deposit with
                    such Trustee an amount of money sufficient to pay
                    the redemption price, plus interest accrued to such
                    redemption date, for all the Book-Entry Notes or
                    portions thereof which are to be repaid on such
                    redemption date.  Such Trustee will use such money
                    to repay such Book-Entry Notes pursuant to the
                    terms set forth in such Notes.

Payments of         Trustee Notice to Company of Option to Be Repaid.
___________         _________________________________________________
Principal and
_____________       Upon receipt of notice of exercise of the option
Interest upon       for repayment and the Global Securities representing
___________         the Book-Entry Notes so to be repaid as set forth
Exercise of         in such Notes, the Trustee shall (unless such notice
________            was received pursuant to the Company's exercise
Optional            of an optional reset or an optional extension of
__________          maturity, in each of which cases the relevant
Repayment:          procedures set forth above are to be followed) give
__________          notice to the Company not less than 20 days prior
                    to each Optional Repayment Date of such Optional
                    Repayment Date and of principal amount of Book-
                    Entry Notes to be repaid on such Optional Repayment
                    Date.

                    Deposit of Repayment Price.
                    ___________________________

                    On or prior to any Optional Repayment Date, the Company
                    shall deposit with such Trustee an amount of money
                    sufficient to pay the optional repayment price, and accrued
                    interest thereon to such date, of all the Book-
                    Entry Notes or portions thereof which are to be
                    repaid on such date.  Such Trustee will use such
                    money to repay such Book-Entry Notes pursuant to
                    the terms set forth in such Notes.	

                                      A-12

Procedure for       The Company and the Agents will discuss from time
_____________       to time the aggregate principal amount of, the
Rate Setting        issuance price of, and the interest rates to be borne
____________        by, Book-Entry Notes that may be sold as a result of
and Posting:        the solicitation of orders by the Agents.  If the Company
____________        decides to set prices of, and rates borne by, any
                    Book-Entry Notes in respect of which the Agents are to
                    solicit orders (the setting of such prices and rates
                    to be referred to herein as "posting") or if the Company
                    decides to change prices or rates previously posted
                    by it, it will promptly advise the Agents of the
                    prices and rates to be posted.

Acceptance and      Unless otherwise instructed by the Company, each
______________      Agent will advise the Company promptly by telephone of
Rejection of        all orders to purchase Book-Entry Notes received by
____________        such Agent, other than those rejected by it in
Orders:             whole or in part in the reasonable exercise of its
_______             discretion. Unless otherwise agreed by the Company
                    and the Agents, the Company has the right to accept
                    orders to purchase Book-Entry Notes and may reject
                    any such orders in whole or in part.

Preparation of      If any order to purchase a Book-Entry Note is
______________      accepted by or on behalf of the Company, the
Pricing             Company will prepare a pricing supplement (a "Pricing
_______             Supplement") reflecting the applicable interest rates
Supplement:         and other terms of such Book-Entry Note and will
___________         arrange to have ten copies thereof filed with the
                    Commission in accordance with the applicable paragraph
                    of Rule 424(b) under the Act and will supply at least
                    ten copies thereof (and additional copies if requested)
                    to the Agent which presented the order (the "Presenting
                    Agent").  The Presenting Agent will cause a Prospectus
                    and Pricing Supplement to be delivered to the purchaser
                    of such Book-Entry Note.

                    In each instance that a Pricing Supplement is
                    prepared, the Presenting Agent will affix the
                    Pricing Supplement to the Prospectuses prior to
                    their use.  Outdated Pricing Supplements (other
                    than those retained for files) will be destroyed.	

                                      A-13

Suspension of       The Company reserves the right, in its sole
_____________       discretion, to instruct the Agents to suspend at
Amendment or        any time, for any period of time or permanently,
____________        the solicitation of orders to purchase Book-Entry Notes.
Supplement:         Upon receipt of such instructions, the Agents will
___________         forthwith suspend solicitation until such time as
                    the Company has advised them that such solicitation
                    may be resumed.

                    In the event that at the time the Company suspends
                    solicitation of purchases there shall be any orders
                    outstanding for settlement, the Company will
                    promptly advise the Agents and the Trustee whether
                    such orders may be settled and whether copies of
                    the Prospectus as in effect at the time of the
                    suspension, together with the appropriate Pricing
                    Supplement, may be delivered in connection with the
                    settlement of such orders.  The Company will have
                    the sole responsibility for such decision and for
                    any arrangements that may be made in the event that
                    the Company determines that such orders may not be
                    settled or that copies of such Prospectus may not
                    be so delivered.

                    If the Company decides to amend or supplement the
                    Registration Statement (as defined in the Agency
                    Agreement) or the Prospectus, it will promptly
                    advise the Agents and furnish the Agents with the
                    proposed amendment or supplement and with such
                    certificates and opinions as are required, all to
                    the extent required by and in accordance with the
                    terms of the Agency Agreement.  Subject to the
                    provisions of the Agency Agreement, the Company may
                    file with the Commission any such supplement to the
                    Prospectus relating to the Notes.  The Company will
                    provide the Agents and the Trustee with copies of
                    any such supplement, and confirm to the Agents that
                    such supplement has been filed with the Commission
                    pursuant to the applicable paragraph of Rule
                    424(b).

Procedures for      When the Company has determined to change the
______________      interest rates of Book-Entry Notes being offered,
Rate Changes:       it will promptly advise the Agents and the Agents
_____________       will forthwith suspend	

                                      A-14

                    solicitation of orders.  The Agents will telephone the
                    Company with recommendations as to the changed interest
                    rates.  At such time as the Company has advised the
                    Agents of the new interest rates, the Agents may resume
                    solicitation of orders.  Until such time only
                    "indications of interest" may be recorded.

Delivery of         A copy of the Prospectus and a Pricing Supplement
___________         relating to a Book-Entry Note must accompany or
Prospectus:         precede the earliest of any written offer of such
___________         Book-Entry Note, confirmation of the purchase of such
                    Book-Entry Note and payment for such Book-Entry Note by
                    its purchaser.  If notice of a change in the terms
                    of the Book-Entry Notes is received by the Agents
                    between the time an order for a Book-Entry Note is
                    placed and the time written confirmation thereof is
                    sent by the Presenting Agent to a customer or his
                    agent, such confirmation shall be accompanied by a
                    Prospectus and Pricing Supplement setting forth the
                    terms in effect when the order was placed.  Subject
                    to "Suspension of Solicitation; Amendment or
                    Supplement" above, the Presenting Agent will
                    deliver a Prospectus and Pricing Supplement as
                    herein described with respect to each Book-Entry
                    Note sold by it.  The Company will make such
                    delivery if such Book-Entry Note is sold directly
                    by the Company to a purchaser (other than an
                    Agent).

Confirmation:       For each order to purchase a Book-Entry Note
____________        solicited by any Agent and accepted by or on behalf
                    of the Company, the Presenting Agent will issue a
                    confirmation to the purchaser, with a copy to the
                    Company, setting forth the details set forth above
                    and delivery and payment instructions.

Settlement:         The receipt by the Company of immediately available
___________         funds in payment for a Book-Entry Note and the
                    authentication and issuance of the Global Security
                    representing such Book-Entry Note shall constitute
                    "settlement" with respect to such Book-Entry Note.
                    All orders accepted by the Company will be settled
                    on the fifth Business Day following the date of
                    sale of such Book-Entry Note pursuant to the
                    timetable for	

                                      A-15

                    settlement set forth below unless the Company and
                    the purchaser agree to settlement on another day
                    which shall be no earlier than the next Business Day
                    following the date of sale.

Settlement          Settlement procedures with regard to each Book-
__________          Entry Note sold by the Company through any Agent,
Procedures:         as agent, shall be as follows:
___________
                    A.   The Presenting Agent will advise the Company
                         by telephone of the following settlement	

information:
1. Principal amount.
2. Maturity Date.
3. In the Base of a Fixed Rate Book-Entry Note, the interest rate or, in the case of a Floating Rate Book-Entry Note, the Base Rate, initial interest rate (if known at such time), Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any).
4. Interest Payment Dates and the Interest Payment Period.
5. Redemption, repayment and extension provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's commission, determined as provided in Section 2 of the Agency Agreement.

A-16
9. Whether such Book-Entry Note is issued at an original issue discount and, if so, the total amount of OID, the yield to maturity and the initial accrual period OID.
B. The Company will assign a CUSIP number to the Global Security representing such Book-Entry Note and then advise the Trustee by telephone (confirmed in writing at any time on the same date) or electronic transmission of the information set forth in Settlement Procedure "A" above, such CUSIP number and the name of the Presenting Agent. The Company will also notify the Presenting Agent by telephone of such CUSIP number as soon as practicable. Each such communication by the Company shall constitute a representation and warranty by the Company to the Trustee and the Presenting Agent that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company and (ii) such Note, and the Global Security representing such Note, will conform with the terms of the Indenture for such Note.
C. The Trustee will enter a pending deposit message through DTC's Participant Terminal System providing the following settlement information to DTC (which shall route such information to Standard & Poor's Corporation), the Presenting Agent and, upon request, the Trustee:
1. The information set forth in Settlement procedure "A".
2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note.
3. Initial Interest Payment Date for such Book-Entry Note, number of days by which such date succeeds the related Regular Record Date

A-17
and amount of interest payable on such
Interest Payment Date.
4. The Interest Payment Period.
5. CUSIP number of the Global Security representing such Book-Entry Note.
6. Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time).
D. To the extent the Company has not already done so, the Company will deliver to the Trustee a Global Security in a form that has been approved by the Company, the Agents and the Trustee.
E. The Trustee will complete such Book-Entry Note, stamp the appropriate legend, as instructed by DTC, if not already set forth thereon, and authenticate the Global Security representing such Book-Entry Note.
F. DTC will credit such Book-Entry Note to the Trustee's participant account at DTC.
G. The Trustee will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to the Trustee's participant account and credit such Book-Entry Note to the Presenting Agent's participant account and (ii) debit the Presenting Agent's settlement account and credit the Trustee's settlement account for an amount equal to the price of such Book-Entry Note less the Presenting Agent's commission. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that (i) the Global Security representing such Book-Entry Note has been issued and authenticated and (ii) the Trustee is holding such Global Security pursuant to the Medium-Term

A-18
Note Certificate Agreement between the Trustee
and DTC.
H. The Presenting Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Book-Entry Note to the Presenting Agent's participant account and credit such Book-Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent for an amount equal to the price of such Book-Entry Note.
I. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "G" and "H" will be settled in accordance with SDFS operating procedures in effect on the settlement date.
J. The Trustee will, upon receipt of funds from the Presenting Agent in accordance with Settlement Procedure "G", wire transfer to the account of the Company maintained at Citibank, N.A., New York, N.Y. funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure "G".
K. The Presenting Agent will confirm the purchase

                         of such Book-Entry Note to the purchaser
                         either by transmitting to the Participants
                         with respect to such Book-Entry Note a
                         confirmation order or orders through DTC's
                         institutional delivery system or by mailing a
                         written confirmation to such purchaser.

Settlement          For orders of Book-Entry Notes solicited by any
__________          Agent and accepted by the Company for settlement
Procedures          on the first Business Day after the sale date,
__________          Settlement Procedures "A" through "K" set forth
Timetable:          above shall be completed as soon as
__________	

                                      A-19	

possible but not later than the respective times (New York City time) set forth below:

Settlement
Procedure                Time
_________                ____

    A               11:00 A.M. on the sale
                         date
    B               12:00 Noon on the sale
                         date
    C               2:00 P.M. on the sale
                         date
    D               3:00 P.M. on the day
                         before settlement
    E               9:00 A.M. on settlement
                         date
    F               10:00 A.M. on settlement
                         date
   G-H              2:00 P.M. on settlement
                         date
    I               4:45 P.M. on settlement
                         date
   J-K              5:00 P.M. on settlement
                         date	

If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures "A", "B" and "C" shall be completed as soon as practicable but no later than 11:00 A.M. and 12:00 Noon on the first Business Day after the sale date and no later than 2:00 P.M. on the Business Day before the settlement date, respectively. If the initial interest rate for a Floating Rate Book- Entry Note has not been determined at the time that Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., respectively, on the Business Day before the settlement date. Settlement Procedure "I" is subject to extension in accordance with any extension of

A-20

                    Fedwire closing deadlines and in the other events
                    specified in SDFS operating procedures in effect on
                    the settlement date.

                    If settlement of a Book-Entry Note is rescheduled
                    or canceled, the Trustee will deliver to DTC,
                    through DTC's Participant Terminal System, a
                    cancellation message to such effect by no later
                    than 2:00 P.M. on the Business Day immediately
                    preceding the scheduled settlement date.

Failure to          If the Trustee fails to enter an SDFS deliver order
__________          with respect to a Book-Entry Note pursuant to Settlement
Settle:             Procedure "G", the Trustee may deliver to DTC,
_______             through DTC's Participant Terminal System, as soon
                    as practicable, a withdrawal message instructing
                    DTC to debit such Book-Entry Note to the Trustee's
                    participant account.  DTC will process the
                    withdrawal message, provided that the Trustee's
                    participant account contains a principal amount of
                    the Global Security representing such Book-Entry
                    Note that is at least equal to the principal amount
                    to be debited.  If a withdrawal message is
                    processed with respect to all the Book-Entry Notes
                    represented by a Global Security, the Trustee will
                    cancel such Global Security in accordance with the
                    Indenture and so advise the Company and the
                    Trustee, and the Trustee will make appropriate
                    entries in its records.  The CUSIP number assigned
                    to such Global Security shall, in accordance with
                    CUSIP Service Bureau procedures, be canceled and
                    not immediately reassigned.  If a withdrawal
                    message is processed with respect to one or more,
                    but not all, of the Book-Entry Notes represented by
                    a Global Security, the Trustee will exchange such
                    Book-Entry Note for two Global Securities, one of
                    which shall represent such Book-Entry Notes and
                    shall be canceled immediately after issuance and
                    the other of which shall represent the other Book-
                    Entry Notes previously represented by the
                    surrendered Global Security and shall bear the
                    CUSIP number of the surrendered Global Security.

                    If the purchase price for any Book-Entry Note is
                    not timely paid to the Participants with respect to
                    such Note by the	

                                      A-21

                    beneficial purchaser thereof (or a Person, including
                    an indirect participant in DTC, acting on behalf of
                    such purchaser), such Participants and, in turn,
                    the Presenting Agent may enter SDFS deliver orders
                    through DTC's Participant Terminal System reversing
                    the orders entered pursuant to Settlement Procedures
                    "H" and "G", respectively.  Thereafter, the Trustee
                    will deliver the withdrawal message and take the
                    related actions described in the preceding paragraph.
                    If such failure shall have occurred for any reason
                    other than a default by the Presenting Agent in the
                    performance of its obligations hereunder and under
                    the Agency Agreement, then the Company will
                    reimburse the Presenting Agent or the Trustee, as
                    applicable, on an equitable basis for the loss of
                    the use of the funds during the period when they
                    were credited to the account of the Company.

                    Notwithstanding the foregoing, upon any failure to
                    settle with respect to a Book-Entry Note, DTC may
                    take any actions in accordance with its SDFS
                    operating procedures then in effect.  In the event
                    of a failure to settle with respect to one or more,
                    but not all, of the Book-Entry Notes to have been
                    represented by a Global Security, the Trustee will
                    provide, in accordance with Settlement Procedure
                    "E", for the authentication and issuance of a
                    Global Security representing the other Book-Entry
                    Notes to have been represented by such Global
                    Security and will make appropriate entries in its
                    records.

Trustee Not         Nothing herein shall be deemed to require the
___________         Trustee to risk or expend its own funds in
to Risk Funds:      connection with any payment to the Company, DTC,
______________      the Agents or the purchaser, it being understood
                    by all parties that payments made by the Trustee
                    or the Trustee to the Company, DTC, the Agents or
                    the purchaser shall be made only to the extent
                    that funds are provided to the Trustee for such
                    purpose.

Authenticity of     The Company will cause the Trustee to furnish the
_______________     Agents from time to time with the specimen
Signatures:         signatures of each of the Trustee's officers,
___________         employees or agents who has been	

                                      A-22

                    authorized by the Trustee to authenticate Book-
                    Entry Notes, but no Agent will have any obligation
                    or liability to the Company or the Trustee in
                    respect of the authenticity of the signature of
                    any officer, employee or agent of the Company or
                    the Trustee on any Book-Entry Note.

Payment of          Each Agent shall forward to the Company, on a
__________          monthly basis, a statement of the out-of-pocket
Expenses:           expenses incurred by such Agent during that month
_________           that are reimbursable to it pursuant to the terms
                    of the Agency Agreement.  The Company will remit
                    payment to the Agents currently on a monthly basis.

Advertising         The Company will determine with the Agents the
___________         amount of advertising that may be appropriate
Costs:              in soliciting offers to purchase the Book-Entry
______              Notes.  Advertising expenses will be paid by the
                    Company.

Periodic            Periodically, the Trustee will send to the Company
________            a statement setting forth the principal amount of
Statements from     Book-Entry Notes Outstanding as of that date and
_______________     setting forth a brief description of any sales of
the Trustee:        Book-Entry Notes which the Company has advised the
____________        Trustee but which have not yet been settled.	

                                      A-23	

PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent in connection with the Certificated Notes.

Issuance:           Each Certificated Note will be dated and issued as
_________           of the date of its authentication by the Trustee.
                    Each Certificated Note will bear an Original Issue
                    Date, which will be (i) with respect to an original
                    Certificated Note (or any portion thereof), its
                    original issuance date (which will be the
                    settlement date) and (ii) with respect to any
                    Certificated Note (or portion thereof) issued
                    subsequently upon transfer or exchange of a
                    Certificated Note or in lieu of a destroyed, lost
                    or stolen Certificated Note, the Original Issue
                    Date of the predecessor Certificated Note,
                    regardless of the date of authentication of such
                    subsequently issued Certificated Note.

Registration:       Certificated Notes will be issued only in fully
_____________       registered form without coupons.

Transfers and       A Certificated Note may be presented for transfer
_____________       or exchange at the principal corporate trust office
for Exchanges:      in the City of New York of the Trustee.
______________      Certificated Notes will be exchangeable for other
                    Certificated Notes having identical terms but
                    different authorized denominations without service
                    charge.  Certificated Notes will not be
                    exchangeable for Book-Entry Notes.

Maturities:         Each Certificated Note will mature on a date not
___________         less than nine months nor more than thirty years
                    after the settlement date for such Note.  A
                    Floating Rate Certificated Note will mature only on
                    an Interest Payment Date for such Note.	

                                      A-24

Denominations:      The denomination of any Certificated Note
______________      denominated in U.S. dollars will be a minimum of
                    $1,000 or any amount in excess thereof that is an
                    integral multiple of $1,000.  The authorized
                    denominations of Certificated Notes denominated in
                    any other currency will be specified pursuant to
                    "Settlement Procedures" below.

Interest:           General.
_________           ________

                    Interest, if any, on each Certificated Note will accrue
                    from the original issue date for the first interest period
                    or the last date to which interest has been paid, if any,
                    for each subsequent interest period, and will be calculated
                    and paid in the manner described in such Note and in the
                    Prospectus, as supplemented by the applicable
                    Pricing Supplement.  Unless otherwise specified
                    therein, each payment of interest on a Certificated
                    Note will include interest accrued to but excluding
                    the Interest Payment Date (provided that, in the
                    case of Certificated Notes which reset daily or
                    weekly, interest payments will include accrued
                    interest to but excluding the Regular Record Date
                    immediately preceding the Interest Payment Date) or
                    to but excluding Maturity (other than a Maturity of
                    a Fixed Rate Certificated Note occurring on the
                    31st day of a month, in which case such payment of
                    interest will include interest accrued to but
                    excluding the 30th day of such month).

                    Regular Record Dates.
                    _____________________

                    The Regular Record Dates with respect to any Interest
                    Payment Date shall be the date fifteen calendar days
                    immediately preceding such Interest Payment Date (whether
                    or not a Business Day).

                    Fixed Rate Certificated Notes.
                    ______________________________

                    Unless otherwise specified pursuant to Settlement
                    Procedure "A" below, interest payments on Fixed Rate
                    Certificated Notes will be made semiannually on January 15
                    and July 15 of each year and at Maturity; provided,
                    however, that if any Interest Payment Date for a
                    Fixed Rate Certificated Note is not a Business Day,
                    the payment due on such day shall be made on the
                    next succeeding Business Day and no interest shall
                    accrue on such payment for the period from and
                    after such Interest Payment	

                                      A-25

                    Date; provided further that, in the case of a Fixed
                    Rate Certificated Note issued between a Regular
                    Record Date and an Interest Payment Date, the first
                    interest payment will be made on the Interest
                    Payment Date following the next succeeding Regular
                    Record Date.

                    Floating Rate Certificated Notes.
                    _________________________________

                    Interest payments will be made on Floating Rate
                    Certificated Notes monthly, quarterly, semiannually
                    or annually.  Interest will be payable, in the case
                    of Floating Rate Certificated Notes with a monthly
                    interest Payment Period, on the third Wednesday of
                    each month; with a quarterly Interest Payment Period,
                    on the third Wednesday of March, June, September and
                    December of each year; with a semiannual Interest
                    Payment Period, on the third Wednesday of the two
                    months specified pursuant to Settlement Procedure
                    "A" below; and with an annual Interest Payment
                    Period, on the third Wednesday of the month
                    specified pursuant to Settlement Procedure "A"
                    below; provided, however, that if an Interest
                    Payment Date for a Floating Rate Certificated Note
                    would otherwise be a day that is not a Business Day
                    with respect to such Floating Rate Certificated
                    Note, such Interest Payment Date will be the next
                    succeeding Business Day with respect to such
                    Floating Rate Certificated Note, except in the case
                    of a Floating Rate Certificated Note for which the
                    Base Rate is LIBOR, if such Business Day is in the
                    next succeeding calendar month, such Interest
                    Payment Date will be the immediately preceding
                    Business Day; and provided further that, in the
                    case of a Floating Rate Certificated Note issued
                    between a Regular Record Date and an Interest
                    Payment Date, the first interest payment will be
                    made on the Interest Payment Date following the
                    next succeeding Regular Record Date.

Calculation of      Fixed Rate Certificated Note.
______________      _____________________________
Interest:
_________           Interest on Fixed Rate Certificated Notes (including
                    interest for partial periods) will be calculated on the
                    basis of a 360-day year of twelve 30-day months.	

                                      A-26

                    Floating Rate Certificated Notes.
                    _________________________________

                    Interest rate on Floating Rate Certificated Notes will
                    be determined as set forth in the form of Notes.
                    Interest on Floating Rate Certificated Notes,
                    except as otherwise set forth therein, will be
                    calculated on the basis of actual days elapsed and
                    a year of 360 days, except that in the case of a
                    Floating Rate Certificated Note for which the Base
                    Rate is Treasury Rate, interest will be calculated
                    on the basis of the actual number of days in the
                    year.

Payments of         Interest, if any, on each Certificated Note will be
___________         calculated and paid in the manner described in such
Principal and       Note and in the Prospectus, as supplemented by the
_____________       applicable Pricing Supplement.  Unless otherwise
Interest:           provided in the Indenture or the Certificated Note,
_________           the first payment of interest on any Certificated
                    Note originally issued between a Record Date and an
                    Interest Payment Date will be made on the next
                    succeeding Interest Payment Date.  Interest payable
                    at the Maturity of a Certificated Note will be
                    payable to the Person to whom the principal of such
                    Note is payable.  Unless other arrangements are
                    made, all interest payments (excluding interest
                    payments made on the Maturity Date) will be made by
                    check mailed to the person entitled thereto as
                    provided above; provided, however, that the holder
                    of $10,000,000 (or the equivalent thereof in other
                    currencies) or more of Certificated Notes with
                    similar tenor and terms will be entitled to receive
                    payment by wire transfer in U.S. dollars.

                    Within 10 days following each Record Date, the
                    Trustee will inform the Company of the total amount
                    of the interest payments to be made by the Company
                    on the next succeeding Interest Payment Date.  The
                    Trustee will provide monthly to the Company a list
                    of the principal and interest to be paid on
                    Certificated Notes maturing in the next succeeding
                    month.	

                                      A-27

                    The Trustee will be responsible for withholding
                    taxes on interest paid on Certificated Notes as
                    required by applicable law.

                    If the Maturity of a Certificated Note is not a
                    Business Day, the payment due on such day shall be
                    made on the next succeeding Business Day and no
                    interest shall accrue on such payment for the
                    period from and after such Maturity.

Procedures upon     Company Notice to Trustee Regarding Exercise of
_______________     _______________________________________________
Company's           Optional Redemption.
_________           ____________________
Exercise of
___________         At least 45 days prior to the date on which it intends
                    to redeem a Certificated Note, the Company will notify the
Optional            Trustee that it is exercising such option with respect to
________            such Certificated Note on such date.
Redemption:
___________         Trustee Notice to Holders Regarding Company's
                    _____________________________________________
                    Exercise of Optional Redemption.
                    ________________________________

                    After receipt of notice that the Company is exercising its
                    option to redeem a Certificated Note, the Trustee will, at
                    least 30 days before the redemption date for such
                    Certificated Note, mail a notice, first class,
                    postage prepaid, to the Holder of such Certificated
                    Note informing such Holder of the Company's
                    exercise of such option with respect to such
                    Certificated Note.

                    Deposit of Redemption Price.
                    ____________________________

                    On or before any redemption date, the Company shall deposit
                    with such Trustee an amount of money sufficient to pay
                    the redemption price, plus interest accrued to such
                    redemption date, for all the Certificated Notes or
                    portions thereof and which are to be repaid on such
                    redemption date.  Such Trustee will use such money
                    to repay such Certificated Notes pursuant to the
                    terms set forth in such Notes.

Payments of         Trustee Notice to Company of Option to be Repaid.
___________         _________________________________________________
Principal and
_____________       Upon receipt of notice of exercise of the option for
Interest Upon       repayment and the Global Securities representing
_____________       the Certificated Notes so to be repaid as set forth
Exercise of         in such Notes, the Trustee shall (unless such
_____________       notice was received pursuant to the Company's
Optional Repayment:
___________________	

                                      A-28

                    exercise of an optional reset or an optional
                    extension of maturity, in each of which cases the
                    relevant procedures set forth above are to be
                    followed) give notice to the Company not less than
                    20 days prior to each Optional Repayment Date of
                    such Optional Repayment Date and of the principal
                    amount of Certificated Notes to be repaid on such
                    Optional Repayment Date.

                    Deposit of Repayment Price.
                    ___________________________

                    On or prior to any Optional Repayment Date, the Company
                    shall deposit with such Trustee an amount of money
                    sufficient to pay the optional repayment price, and accrued
                    interest thereon to such date, of all the
                    Certificated Notes or portions thereof which are to
                    be repaid on such date.  Such Trustee will use such
                    money to repay such Certificated Notes pursuant to
                    the terms set forth in such Notes.

Procedure for       The Company and the Agents will discuss from time
_____________       to time the aggregate principal amount of the
Rate Setting        issuance price of, and the interest rates to be
____________        borne by, Notes that may be sold as a result of the
and Posting:        solicitation of orders by the Agents.  If the
____________        Company decides to set prices of, and rates borne
                    by, any Notes in respect of which the Agents are to
                    solicit orders (the setting of such prices and
                    rates to be referred to herein as "posting") or if
                    the Company decides to change prices or rates
                    previously posted by it, it will promptly advise
                    the Agents of the prices and rates to be posted.

Acceptance and      Unless otherwise instructed by the Company, each
______________      Agent will advise the Company promptly by telephone
Rejection of        of all orders to purchase Certificated Notes
____________        received by such Agent, other than those rejected
Orders:             by it in whole or in part in the reasonable
_______             exercise of its discretion.  Unless otherwise
                    agreed by the Company and the Agents, the Company
                    has the sole right to accept orders to purchase
                    Certificated Notes and may reject any such orders
                    in whole or in part.  Before accepting any order to
                    purchase a Certificated Note to be	

                                      A-29

                    settled in less than three Business Days, the Company
                    shall verify that the Trustee will have adequate time
                    to prepare and authenticate such Note.

Preparation         If any order to purchase a Certificated Note is
___________         accepted by or on behalf of the Company, the Company
of Pricing          will prepare a pricing supplement (a "Pricing Supplement")
__________          reflecting the interest rates and other terms of
Supplement:         such Certificated Note and will arrange to have ten
___________         copies thereof filed with the Commission in
                    accordance with the applicable paragraph of Rule
                    424(b) under the Act and will supply at least ten
                    copies thereof (and additional copies if requested)
                    to the Agent which presented the order (the
                    "Presenting Agent").  The Presenting Agent will
                    cause a Prospectus and Pricing Supplement to be
                    delivered to the purchaser of such Certificated
                    Note.

                    In each instance that a Pricing Supplement is
                    prepared, the Presenting Agent will affix the
                    Pricing Supplement to Prospectuses prior to their
                    use.  Outdated Pricing Supplements (other than
                    those retained for files) will be destroyed.

Suspension of       The Company reserves the right, in its sole
_____________       discretion, to instruct the Agents to suspend
Solicitation;       at any time for any period of time or permanently,
____________        the solicitation of orders to purchase Certificated
Amendment or        Notes.  Upon receipt of such instructions, the Agents
____________        will forthwith suspend solicitation until such time
Supplement:         as the Company has advised them that such solicitation
___________         may be resumed.

                    In the event that at the time the Company suspends
                    solicitation of purchases there shall be any orders
                    outstanding for settlement, the Company will
                    promptly advise the Agents and the Trustee whether
                    such orders may be settled and whether copies of
                    the Prospectus as in effect at the time of the
                    suspension, together with the appropriate Pricing
                    Supplement, may be delivered in connection with the
                    settlement of such orders.  The Company will have
                    the sole	

                                      A-30

                    responsibility for such decision and for any
                    arrangements that may be made in the event that
                    the Company determines that such orders may not be
                    settled or that copies of such Prospectus may not
                    be so delivered.

                    If the Company decides to amend or supplement the
                    Registration Statement or the Prospectus, it will
                    promptly advise the Agents and furnish the Agents
                    with the proposed amendment or supplement and with
                    such certificates and opinions as are required, all
                    to the extent required by and in accordance with
                    the terms of the Agency Agreement.  Subject to the
                    provisions of the Agency Agreement, the Company may
                    file with the Commission any supplement to the
                    Prospectus relating to the Notes.  The Company will
                    provide the Agents and the Trustee with copies of
                    any such supplement, and confirm to the Agents that
                    such supplement has been filed with the Commission
                    pursuant to the applicable paragraph of Rule
                    424(b).

Procedure for       When the Company has determined to change the
_____________       interest rates of Certificated Notes being offered,
Rate Changes:       it will promptly advise the Agents and the Agents
_____________       will forthwith suspend solicitation of orders. The
                    Agents will telephone the Company with
                    recommendations as to the changed interest rates.
                    At such time as the Company has advised the Agents
                    of the new interest rates, the Agents may resume
                    solicitation of orders.  Until such time only
                    "indications of interest" may be recorded.

Delivery of         A copy of the Prospectus and a Pricing Supplement
___________         relating to a Certificated Note must accompany or
Prospectus:         precede the earliest of any written offer of such
___________         Certificated Note, confirmation of the purchase of
                    such Certificated Note and payment for such
                    Certificated Note by its purchaser.  If notice of a
                    change in the terms of the Certificated Notes is
                    received by the Agents between the time an order
                    for a Certificated Note is placed and the time
                    written confirmation thereof is sent by	

                                      A-31

                    the Presenting Agent to a customer or his agent, such
                    confirmation shall be accompanied by a Prospectus
                    and Pricing Supplement setting forth the terms in
                    effect when the order was placed.  Subject to
                    "Suspension of Solicitation; Amendment or
                    Supplement" above, the Presenting Agent will
                    deliver a Prospectus and Pricing Supplement as
                    herein described with respect to each Certificated
                    Note sold by it.  The Company will make such
                    delivery if such Certificated Note is sold directly
                    by the Company to a purchaser (other than any
                    Agent).

Confirmation:       For each order to purchase a Certificated Note
_____________       solicited by any Agent and accepted by or on behalf
                    of the Company, the Presenting Agent will issue a
                    confirmation to the purchaser, with a copy to the
                    Company, setting forth the details set forth above
                    and delivery and payment instructions.

Settlement:        The receipt by the Company of immediately available
___________        funds in exchange for an authenticated Certificated
                   Note delivered to the Presenting Agent and the
                   Presenting Agent's delivery of such Certificated
                   Note against receipt of immediately available funds
                   shall, with respect to such Certificated Note,
                   constitute "settlement".  All orders accepted by the
                   Company will be settled on the fifth Business Day
                   following the date of sale pursuant to the timetable
                   for settlement set forth below, unless the Company
                   and the purchaser agree to settlement on another day
                   which shall be no earlier than the next Business Day
                   following the date of sale.

Settlement         Settlement Procedures with regard to each
__________         Certificated Note sold by the Company through any
Prosedures:        Agent, as agent, shall be as follows:
___________
                   A.  The Presenting Agent will advise the Company by
                       telephone of the following settlement
                       information, in time for the Trustee to prepare
                       and authenticate the required Note:	

                                      A-32

                       1.  Name in which such Certificated Note is to
                           be registered ("Registered Owner").

                       2.  Address of the Registered Owner and address
                           for payment of principal and interest.

                       3.  Taxpayer identification number of the
                           Registered Owner (if available).

                       4.  Principal amount.

                       5.  Maturity Date.

                       6.  In the case of a Fixed Rate Certificated
                           Note, the interest rate or, in the case of a
                           Floating Rate Certificated Note, the initial
                           interest rate (if known at such time), Base
                           Rate, Index Maturity, Interest Reset Period,
                           Interest Reset Dates, Spread or Spread
                           Multiplier (if any), Minimum Interest Rate
                           (if any) and Maximum Interest Rate (if any).

                       7.  Interest Payment Dates and the Interest
                           Payment Period.

                       8.  Specified Currency and whether the option to
                           elect payment in a Specified Currency
                           applies and if the Specified Currency is not
                           U.S. dollars, the authorized denominations.

                       9.  Redemption, repayment or extension
                           provisions, if any.

                       10. Settlement date.

                       11. Price (including currency).

                       12. Presenting Agent's commission, determined as
                           provided in Section 2 of the Agency
                           Agreement.	

                                      A-33

                       13. Whether such Certificated Note is issued at
                           an original issue discount, and, if so, the
                           total amount of OID, the yield to maturity
                           and the initial accrual period OID.

                   B.  The Company will advise the Trustee by telephone
                       (confirmed in writing at any time on the sale
                       date) or electronic transmission of the
                       information set forth in Settlement Procedure
                       "A" above and the name of the Presenting Agent.

                   C.  The Company will deliver to the Trustee a pre-
                       printed four-ply packet for such Certificated
                       Note, which packet will contain the following
                       documents in forms that have been approved by
                       the Company, the Agents and the Trustee:

                       1.  Certificated Note with customer
                           confirmation.

                       2.  Stub One - For Trustee.

                       3.  Stub Two - For the Presenting Agent.

                       4.  Stub Three - For the Company.

                   D.  The Trustee will complete such Certificated Note
                       and will authenticate such Certificated Note and
                       deliver it (with the confirmation) and Stubs One
                       and Two to the Presenting Agent, all in
                       accordance with the written directions (or oral
                       instructions confirmed in writing on the next
                       Business Day) of the Company, and the Presenting
                       Agent will acknowledge receipt of the Note by
                       stamping or otherwise marking Stub One and
                       returning it to the Trustee.  Such delivery will
                       be made only against such acknowledgment of
                       receipt.  In the event that the instructions
                       given by the Presenting Agent for payment to the
                       account of the Company are revoked, the Company
                       will as promptly as possible wire transfer to
                       the account of the Presenting Agent an amount of	

                                      A-34

                       immediately available funds equal to the amount
                       of such payment made.

                   E.  The Presenting Agent will deliver such
                       Certificated Note (with the confirmation) to the
                       customer against payment in immediately payable
                       funds.  The Presenting Agent will obtain the
                       acknowledgment of receipt of such Certificated
                       Note by retaining Stub Two.

                   F.  The Trustee will send Stub Three to the Company
                       by first-class mail.

Settlement         For orders of Certificated Notes solicited by any
__________         Agent, as agent, and accepted by the Company,
Procedures         Settlement Procedures "A" through "F" set forth
__________         above shall be completed on or before the respective
Timetable:         times (New York City time) set forth below:
__________
                   Settlement
                   Procedure             Time
                   _________             ____

                      A               2:00 P.M. on the day
                                      before settlement

                    B-C               3:00 P.M. on the day
                                      before settlement

                      D               2:15 P.M. on settlement
                                      date

                      E               3:00 P.M. on settlement
                                      date

                      F               5:00 P.M. on settlement
                                      date

Failure to         If a purchaser fails to accept delivery of and make
__________         payment for any Certificated Note, the Presenting
Settle:            Agent will notify the Company and the Trustee by
_______            telephone and return such	

                                      A-35

                   Certificated Note to the Trustee. Upon receipt of such
                   notice, the Company will immediately wire transfer to the
                   account of the Presenting  Agent an amount equal to the
                   amount previously credited to the account of Company in
                   respect of such Certificated Note. Such wire transfer will
                   be made on the settlement date, if possible, and in
                   any event not later than the Business Day following the
                   settlement date.  If the failure shall have occurred for
                   any reason other than a default by the Presenting Agent
                   in the performance of its obligations hereunder and under
                   the Agency Agreement, then the Company will reimburse
                   the Presenting Agent or the  Trustee, as appropriate,
                   on an equitable basis for its loss of the use of the
                   funds during the period when they were credited to the
                   account of the Company. Immediately upon receipt of
                   the Certificated Note in respect of which such
                   failure occurred, the Trustee will cancel such
                   Certificated Note in accordance with the Indenture
                   and so advise the Company and the Trustee, and the
                   Trustee will make appropriate entries in its
                   records.

Trustee Not        Nothing herein shall be deemed to require the
___________        Trustee to risk or expend its own funds in connection
to Risk Funds:     with any payment to the Company, the Agents or the
______________     purchaser, it being understood by all parties that
                   payments made by the Trustee to the Company, the Agents
                   or the purchaser shall be made only to the extent that
                   funds are provided to the Trustee for such purpose.

Authenticity of    The Company will cause the Trustee to furnish
_______________    the Agents from time to time with the specimen
Signatures:        signatures of each of the Trustee's officers, employees
___________        or agents who has been authorized by the Trustee to
                   authenticate Certificated Notes, but no Agent will have
                   any obligation or liability to the Company or the
                   Trustee in respect of the authenticity of the
                   signature of any officer, employee or agent of the
                   Company or the Trustee on any Certificated Note.	

                                      A-36

Payment of         Each Agent shall forward to the Company, on a
__________         monthly basis, a statement of the out-of-pocket expenses
Expenses:          incurred by such Agent during that month that are
_________          reimbursable to it pursuant to the terms of the Agency
                   Agreement.

                   The Company will remit payment to the Agents currently
                   on a monthly basis.

Advertising        The Company will determine with the Agents the
___________        amount of advertising that may be appropriate in
Costs:             soliciting orders to purchase the Certificated
______             Notes.  Advertising expenses will be paid by the
                   Company.

Periodic           Periodically, the Trustee will send to the Company a
________           statement setting forth the principal amount
Statement from     of Certificated Notes Outstanding as of that date
______________     and setting forth a brief description of any sales
the Trustee:       of Certificated Notes which the Company has advised
____________       the Trustee but which have not yet been settled.	

EXHIBIT B
The Dial Corp
Medium Term Notes
Due More Than Nine Months
from Date of Issue
TERMS AGREEMENT
______________ 199_
Attention:
Subject in all respects to the terms and conditions of the Selling Agency Agreement (the "Agreement") dated _________, 199_ between Salomon Brothers Inc, ___________ and you, the undersigned agrees to purchase the following Notes of The Dial Corp:
[Add additional terms as may be needed to identify Notes.]

[Specified Currency]:

Aggregate Principal Amount:  $

Interest Rate:

Date of Maturity:

Interest Payment Dates:

Regular  Record Dates:

Discount or Commission:                 % of Principal Amount

Purchase Price:                 % of Principal Amount [plus
                                accrued interest from
                                          _____, 199_]

Purchase Date and Time:	

Place for Delivery of Notes
and Payment Therefor:

Method of Payment:

Modification, if any,
in the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:	

Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By:_________________________
Accepted:
The Dial Corp
By:_______________________
Title:

S & S DRAFT
 6/24/94
EXHIBIT 4.7

THE DIAL CORP
AND
CONTINENTAL BANK, NATIONAL ASSOCIATION,
TRUSTEE

INDENTURE
Dated as of June 1, 1994

Providing for the Issuance of Convertible and Non-convertible Subordinated Debt Securities

This Cross Reference Sheet, showing the location in the Indenture of the provisions inserted pursuant to Sections 310-318(u), inclusive, of the Trust Indenture Act of 1939, is not to be considered a part of the Indenture.
TRUST INDENTURE ACT CROSS REFERENCE SHEET

Sections of Trust                          Sections of
  Indenture Act                             Indenture
-----------------                        ---------------
310(a)(1)  . . . . . . . . . . . . . . .       10.06
310(a)(2)  . . . . . . . . . . . . . . .       10.06
310(a)(3)  . . . . . . . . . . . . .  Not applicable
310(a)(4)  . . . . . . . . . . . . .  Not applicable
310(b) . . . . . . . . . . . . . . . . . .     10.07
311  . . . . . . . . . . . . . . . . . . .     10.03
312. . . . . . . . . . . . . . . . . . .        9.02
313  . . . . . . . . . . . . . . . . . .        9.03
314(a) . . . . . . . . . . . . . . . . .        9.04
314(b) . . . . . . . . . . . . . . .  Not applicable
314(c) . . . . . . . . . . . . . . . . . .     14.03
314(d) . . . . . . . . . . . . . . .  Not applicable
314(e) . . . . . . . . . . . . . . . . . .     14.03
315(a) . . . . . . . . . . . . . . . . . .     10.01
315(b) . . . . . . . . . . . . . . . . . .     10.11
315(c) . . . . . . . . . . . . . . . . . .     10.01
315(d) . . . . . . . . . . . . . . . . . .     10.01
315(e) . . . . . . . . . . . . . . . . .        6.08
316(a) . . . . . . . . . . . . . . .   6.06 and 7.03
316(b) . . . . . . . . . . . . . . . . .        6.07
317(a) . . . . . . . . . . . . . . .   6.03 and 6.04
317(b) . . . . . . . . . . . . . . . . .        5.03
318(a) . . . . . . . . . . . . . . . . . .     14.05	

TABLE OF CONTENTS*

                                                                                                 PAGE
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

     Authority of the Company to borrow money and
      issue obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

     Corporate action taken to authorize issue
      of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

     Corporate action taken to authorize execution
      of Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1	

ARTICLE ONE
DEFINITIONS

SECTION 1.01.         Terms, unless otherwise defined, to have
                        meanings assigned in the Trust Indenture
                        Act of 1939  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2	

SECTION 1.02.         Definitions:
                      Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                      Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                      Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                      Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                      Business day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                      Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Event of default . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                      Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                      Interest Payment Date  . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                      Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                      Mandatory Sinking Fund Payment . . . . . . . . . . . . . . . . . . . . . .  4
                      Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                      Officers' Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . .  4	

* The Table of Contents is not part of the Indenture.

ii

Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4
Optional Sinking Fund Payment  . . . . . . . . . . . . . . . . . . . . . .      4
Outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Preferred Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Principal Office of the Trustee  . . . . . . . . . . . . . . . . . . . . .      6
Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Redemption Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Responsible Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Restricted Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Security Co-Registrar  . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Security Register; Security Registrar  . . . . . . . . . . . . . . . . . .      7
Securityholder; holder of Securities; holder;
  registered holder  . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
Stated Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
Trust Indenture Act of 1939 or Trust Indenture Act . . . . . . . . . . . .      7
Unrestricted Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . .      7
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8	

ARTICLE TWO
FORM, EXECUTION, DELIVERY, TRANSFER
AND EXCHANGE OF SECURITIES

SECTION 2.01.          Forms generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8
                       Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8
                       Place of payment, denominations
                         and numbering of Securities  . . . . . . . . . . . . . . . . . . . . . .      9
SECTION 2.02.          Terms of series  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9
SECTION 2.03.          Certificate of authentication necessary
                         to make Securities valid . . . . . . . . . . . . . . . . . . . . . . . .     11
SECTION 2.04.          Form of certificate of authentication  . . . . . . . . . . . . . . . . . .     11
SECTION 2.05.          The Company to maintain register at office or agency
                         in New York  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
                       Registration and registration of
                         transfer of Securities . . . . . . . . . . . . . . . . . . . . . . . . .     12
                       Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . .     13
                       Payment in connection with registration
                         of transfer or exchange of Securities  . . . . . . . . . . . . . . . . .     13
                       Persons who may be treated as owners
                         of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15	

iii

SECTION 2.06.          Replacing Securities mutilated,
                         destroyed, lost or stolen  . . . . . . . . . . . . . . . . . . . . . . .     15
SECTION 2.07.          Rights to interest accrued and unpaid,
                         and to accrue, on Securities delivered
                         in exchange or substitution for other
                         Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     16
SECTION 2.08.          Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .     16	

ARTICLE THREE
ISSUE OF SECURITIES

SECTION 3.01.           Authentication, Delivery and Dating  . . . . . . . . . . . . . . . . . . .    17	

ARTICLE FOUR
REDEMPTION OF SECURITIES; SINKING FUND

SECTION 4.01.          Applicability of right of redemption . . . . . . . . . . . . . . . . . . .     19
SECTION 4.02.          Notice of redemption . . . . . . . . . . . . . . . . . . . . . . . . . . .     19
                       Interest to cease after redemption date  . . . . . . . . . . . . . . . . .     20
                       Selection of Securities on partial redemption  . . . . . . . . . . . . . .     20
SECTION 4.03.          Securities of any series to be canceled
                         and discharged on specific conditions  . . . . . . . . . . . . . . . . .     20
SECTION 4.04.          Applicability of sinking fund  . . . . . . . . . . . . . . . . . . . . . .     20
SECTION 4.05.          Mandatory sinking fund obligation  . . . . . . . . . . . . . . . . . . . .     21
SECTION 4.06.          Optional redemption at sinking fund redemption
                         price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21
SECTION 4.07.          Application of sinking fund payments . . . . . . . . . . . . . . . . . . .     22	

ARTICLE FIVE
PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01.           To pay principal, premium, if any,
                           and interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
SECTION 5.02.           To maintain office or agency in New York . . . . . . . . . . . . . . . . .    23
SECTION 5.03.           The Company, or paying agent, to hold in
                           trust moneys for payment of principal,
                           premium, if any, and interest . . . . . . . . . . . . . . . . . . . . .    23
SECTION 5.04.           Maintenance of corporate existence . . . . . . . . . . . . . . . . . . . .    25
SECTION 5.05.           Restrictions on consolidation, merger,
                           sale, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
SECTION 5.06.           Annual statement concerning compliance	

iv

                            with covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     25
SECTION 5.07.             Compliance with covenants and conditions
                            may be waived by holders of Securities . . . . . . . . . . . . . . . . .     26	

ARTICLE SIX
REMEDIES OF TRUSTEE AND SECURITYHOLDERS

SECTION 6.01.            Events of default  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     26
SECTION 6.02.            Acceleration of maturity of principal
                           on default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     28
                         Waiver of acceleration of maturity . . . . . . . . . . . . . . . . . . . .     28
SECTION 6.03.            The Company, failing for 30 days to
                            pay any installment of interest or sinking
                            fund payment or failing to pay principal
                            when due, will pay to Trustee at its
                            request whole amount due  . . . . . . . . . . . . . . . . . . . . . . .     28
                         Upon failure to pay, Trustee may recover
                           judgment for ratable benefit of Securityholders  . . . . . . . . . . . .     29
SECTION 6.04.            Trustee appointed attorney-in-fact for
                            Securityholders to file claims  . . . . . . . . . . . . . . . . . . . .     29
SECTION 6.05.            Application of moneys collected by
                           Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     30
SECTION 6.06.            Securityholders may direct proceedings
                           and waive defaults . . . . . . . . . . . . . . . . . . . . . . . . . . .     30
SECTION 6.07.            Limitations on rights of Securityholders
                           to institute proceedings . . . . . . . . . . . . . . . . . . . . . . . .     31
SECTION 6.08.            Assessment of costs and attorneys' fees
                           in legal proceedings . . . . . . . . . . . . . . . . . . . . . . . . . .     32
SECTION 6.09.            Remedies cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . .     32	

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.01.            Evidence of action by Securityholders  . . . . . . . . . . . . . . . . . .     33
SECTION 7.02.            Proof of execution of instruments and
                            of holding of Securities  . . . . . . . . . . . . . . . . . . . . . . .     33
SECTION 7.03.            Securities owned by the Company or other
                           obligor on the Securities to be
                           disregarded in certain cases . . . . . . . . . . . . . . . . . . . . . .     33
SECTION 7.04.            Revocation by Securityholders of
                           consents to action.  . . . . . . . . . . . . . . . . . . . . . . . . . .     34	

v
ARTICLE EIGHT
SECURITYHOLDERS' MEETINGS

SECTION 8.01.           Purposes of meetings . . . . . . . . . . . . . . . . . . . . . . . . . . .     34
SECTION 8.02.           Call of meetings by Trustee. . . . . . . . . . . . . . . . . . . . . . . .     35
SECTION 8.03.           Call of meetings by Company or Securityholders . . . . . . . . . . . . . .     35
SECTION 8.04.           Qualifications for voting  . . . . . . . . . . . . . . . . . . . . . . . .     35
SECTION 8.05.           Regulation of meetings . . . . . . . . . . . . . . . . . . . . . . . . . .     35
SECTION 8.06.           Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     36
SECTION 8.07.           No delay of rights by meeting  . . . . . . . . . . . . . . . . . . . . . .     36	

ARTICLE NINE
REPORTS BY THE COMPANY AND THE TRUSTEE
AND SECURITYHOLDERS' LISTS

SECTION 9.01.           Company to Furnish Trustee Names
                          and Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . . .     37
SECTION 9.02.           Preservation of Information;
                          Communications to Holders  . . . . . . . . . . . . . . . . . . . . . . .     37
SECTION 9.03.           Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .     37
SECTION 9.04.           Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .     38	

ARTICLE TEN
CONCERNING THE TRUSTEE

SECTION 10.01.          Certain Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . .     38
SECTION 10.02.          Not Responsible for Recitals
                          or Issuance of Securities  . . . . . . . . . . . . . . . . . . . . . . .     39
SECTION 10.03.          May Hold Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . .     40
SECTION 10.04.          Money Held in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . .     40
SECTION 10.05.          Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . .     40
SECTION 10.06.          Corporate Trustee Required;
                          Eligibility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     41
SECTION 10.07.          Resignation and Removal;
                          Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . .     41
SECTION 10.08.          Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . .     42
SECTION 10.09.          Merger, Conversion, Consolidation or
                          Succession to Business . . . . . . . . . . . . . . . . . . . . . . . . .     44
SECTION 10.10.          Appointment of Authenticating Agent  . . . . . . . . . . . . . . . . . . .     44
SECTION 10.11.          Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . .     45	

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ARTICLE ELEVEN
DEFEASANCE

SECTION 11.01.          Discharge of Indenture upon payment of Securities  . . . . . . . . . . . .     46
SECTION 11.02.          Discharge of Securities of any series
                          upon deposit of moneys . . . . . . . . . . . . . . . . . . . . . . . . .     46
SECTION 11.03.          Interest on moneys deposited . . . . . . . . . . . . . . . . . . . . . . .     47
                          Moneys unclaimed for three years to be
                          returned to the Company  . . . . . . . . . . . . . . . . . . . . . . . .     47
                        Moneys deposited with Trustee to pay
                          principal, premium, if any, or interest to be held in trust  . . . . . .     47	

ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 12.01.          Liability solely corporate.  . . . . . . . . . . . . . . . . . . . . . . .     47	

ARTICLE THIRTEEN
SUPPLEMENTAL INDENTURES

SECTION 13.01.          Without consent of Securityholders, the
                          Company and Trustee may enter into
                          supplemental indentures for specified
                          purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     48
SECTION 13.02.          Modification of Indenture by
                          supplemental indenture with consent
                          of Securityholders.  . . . . . . . . . . . . . . . . . . . . . . . . . .     49
SECTION 13.03.          Upon request of the Company, Trustee to join
                          in execution of supplemental indenture . . . . . . . . . . . . . . . . .     50
SECTION 13.04.          Effect of supplemental indenture . . . . . . . . . . . . . . . . . . . . .     51
SECTION 13.05.          Matters provided for in supplemental
                          indenture may be noted on Securities,
                          or new Securities appropriately
                          modified may be issued in exchange
                          for outstanding Securities.  . . . . . . . . . . . . . . . . . . . . . .     51
SECTION 13.06.          Supplemental indentures to conform to
                          Trust Indenture Act of 1939  . . . . . . . . . . . . . . . . . . . . . .     51
SECTION 13.07.          Effect of  supplemental indenture on
                          Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . .     51	

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ARTICLE FOURTEEN
MISCELLANEOUS PROVISIONS

SECTION 14.01.          Consolidation, merger, sale or lease . . . . . . . . . . . . . . . . . . .     51
SECTION 14.02.          Rights under Indenture confined
                          to parties and holders of Securities . . . . . . . . . . . . . . . . . .     52
SECTION 14.03.          Evidence of compliance
                          with conditions precedent  . . . . . . . . . . . . . . . . . . . . . . .     52
                        As evidence of compliance, Officers'
                          Certificate and Opinion of Counsel to
                          be furnished to Trustee  . . . . . . . . . . . . . . . . . . . . . . . .     53
                        Contents of certificates and opinions
                          Trustee may examine books and records of
                          the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     53
SECTION 14.04.          Cancellation of Securities.  . . . . . . . . . . . . . . . . . . . . . . .     53
SECTION 14.05.          Provisions required by Trust Indenture
                          Act of 1939 to control . . . . . . . . . . . . . . . . . . . . . . . . .     54
SECTION 14.06.          Action of authorized committee deemed to
                          be action of Board of Directors  . . . . . . . . . . . . . . . . . . . .     54
SECTION 14.07.          Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     54
SECTION 14.08.          Act of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     54
SECTION 14.09.          Payments due on Non-Business days  . . . . . . . . . . . . . . . . . . . .     55
SECTION 14.10.          Execution in counterparts. . . . . . . . . . . . . . . . . . . . . . . . .     56
SECTION 14.11.          Indenture deemed a New York contract . . . . . . . . . . . . . . . . . . .     56	

ARTICLE FIFTEEN
SUBORDINATION OF SECURITIES

SECTION 15.01.           Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . .    56
SECTION 15.02.           Distribution on Dissolution, Liquidation and
                           Reorganization; Subrogation of Securities  . . . . . . . . . . . . . . .    56
SECTION 15.03.           Unconditional Obligation of the Company to
                           make Payments on Securities  . . . . . . . . . . . . . . . . . . . . . .    58
SECTION 15.04.           Prior Payments of Senior Indebtedness upon
                           Maturity; No Payment on Securities upon
                           event of default on Senior Indebtedness  . . . . . . . . . . . . . . . .    58
SECTION 15.05.           Payments on Securities Permitted . . . . . . . . . . . . . . . . . . . . .    59
SECTION 15.06.           Trustee as Holder of Senior Indebtedness . . . . . . . . . . . . . . . . .    60
SECTION 15.07.           No Impairment of Right to Enforce Subordination
                           by Holders of Senior Indebtedness  . . . . . . . . . . . . . . . . . . .    60
SECTION 15.08.           Authorization of Holders of Securities to Holders
                           of Senior Indebtedness and Trustee to Effect
                           Subordination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60	

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SECTION 15.09.          No Fiduciary Duty by Trustee to Holders of
                          Senior Indebtedness    . . . . . . . . . . . . . . . . . . . . . . . . .     61
SECTION 15.10.          All Provisions of Indenture Subject to this Article  . . . . . . . . . . .     61

TESTIMONIUM  .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
ACKNOWLEDGEMENTS	

INDENTURE, dated as of June 1, 1994, between THE DIAL CORP, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), party of the first part, and Continental Bank, National Association, as trustee (hereinafter called the "Trustee"), party of the second part.
RECITALS
The Company is authorized and empowered to borrow money for its corporate purposes and to issue its bonds, debentures, notes and other obligations for money so borrowed.
The Company has duly authorized the issue, in one or more series as in this Indenture provided, from time to time of its subordinated debt securities (hereinafter called the "Securities"), which may be either convertible or non- convertible, and, to provide the general terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture.
The Trustee has power to enter into this Indenture and to accept and execute the trusts herein created.
The Company represents that all acts and things necessary to make the Securities, when executed by the Company and authenticated and delivered by the Trustee as in this Indenture provided and issued, the valid, binding and legal obligations of the Company, will, at the time of such execution, authentication and delivery, have been done and performed; that all acts and things necessary to constitute these presents a valid indenture and agreement according to its terms have been done and performed; that the execution of this Indenture has in all respects been duly authorized and the issue hereunder of the Securities will, at the time of the issue thereof, have in all respects been duly authorized; and that the Company, in the exercise of each and every legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver the Securities.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the acceptance and purchase of the Securities by the holders thereof, the Company covenants and agrees with the Trustee, for the equal benefit of all the holders from time to time of the Securities, without preference, priority or distinction of any thereof over any other thereof by reason of priority in time of issuance or negotiation, or otherwise, as follows:

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ARTICLE ONE
DEFINITIONS
SECTION 1.01.
Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act of l939.
SECTION 1.02. Unless the context otherwise requires, the terms defined in this Section 1.02 shall for all purposes of this Indenture have the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein defined:
Act: The term "Act", when used with respect to any holders, has the meaning specified in Section 14.08.
Affiliate: The term "Affiliate" means, with respect to any specified person, 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: The term "Authenticating Agent" means the Trustee and/or the authenticating agent, if any, appointed by the Trustee and acting pursuant to Section 10.10.
Board Resolution: The term "Board Resolution" means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or any committee of the Board of Directors (or committee of officers or other representatives of the Company, to the extent that any such committee or committees have been authorized by the Board of Directors to establish or approve the matters contemplated by Section 2.02 hereof) and to be in full force and effect on the date of such certification, and delivered to the Trustee.
Business day: The term "business day" shall mean a day which in The City of New York or Chicago is not a day on which banking institutions are authorized or obligated by law or executive order to close.

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Capital Stock: The term "Capital Stock" shall mean, with respect to any person, all Common Stock and Preferred Stock of such person.
Commission: The term "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 Indenture 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.
Common Stock: The term "Common Stock" shall mean, with respect to any person, any and all shares, interests and participations (however designated and whether voting or non-voting) in such person's common equity, whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all series and classes of such common stock.
Company: The term "Company" shall mean The Dial Corp and, subject to the provisions of Section 14.01, shall also include its successors and assigns.
Depositary: With respect to the Securities of any series issuable or issued in whole or in part in global form, the person designated as Depositary by the Company pursuant to Section 2.02 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, "Depositary" as used with respect to the Securities of any such series shall mean the "Depositary" with respect to the Securities of that series.
Event of default: The term "event of default" shall have the meaning specified in Section 6.01.
Indebtedness: The term "Indebtedness" shall mean, with respect to any person, (a) any liability of such person (1) for borrowed money, or under any reimbursement obligation, contingent or otherwise, relating to an acceptance, letter of credit or similar facilities, or (2) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (3) for the payment of money relating to a capitalized lease; (b) all obligations of such person to purchase redeem, retire, defease or otherwise make any payment in respect of any Capital Stock of or other ownership or profit interest in such person or any of its Affiliates or any warrants, rights or options to acquire such Capital Stock, valued, in the case of redeemable stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (c) any liability of others described in

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the preceding clause (a) that the person has guaranteed or that is otherwise its legal liability; and (d) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a), (b) and (c) above. For purposes of determining any particular amount of Indebtedness under this definition, guarantees of (or obligations with respect to letters of credit supporting) Indebtedness otherwise included in the determination of such amount shall not also be included.
Indenture: The term "Indenture" or "this Indenture" shall mean this instrument and all indentures supplemental hereto.
Interest Payment Date: The term "Interest Payment Date" when used with respect to any Security shall mean the Stated Maturity of an installment of interest on such Security.
Lien: The term "Lien" means any mortgage, lien, charge, claim, security interest, pledge, hypothecation, right of another under any conditional sale or other title retention agreement, or any other encumbrance affecting title to property.
Mandatory Sinking Fund Payment: The term "Mandatory Sinking Fund Payment" shall have the meaning specified in Section 4.04.
Maturity: The term "Maturity", with respect to any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein provided, whether by declaration, call for redemption or otherwise.
Officers' Certificate: The term "Officers' Certificate", when used with respect to the Company, shall mean a certificate signed by the Chairman of the Board of Directors, the President or any Vice President and by the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company.
Opinion of Counsel: The term "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who may be counsel for the Company.
Optional Sinking Fund Payment: The term "Optional Sinking Fund Payment" shall have the meaning specified in Section 4.04.
Outstanding: The term "outstanding", when used as of any particular time with reference to Securities, shall mean, as of the date of determination and subject to Section 7.03, all Securities theretofore authenticated and delivered by the Trustee under this Indenture, except

5
(a) Securities or portions thereof for which (i) funds, or as provided in Section 11.02 hereof, direct obligations of the United States of America, sufficient to pay the principal thereof, premium, if any, thereon and all unpaid interest thereon to Maturity or to the date fixed for the redemption thereof shall have been deposited in trust for such purpose as provided herein with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent) and (ii) in case of redemption, notice of redemption thereof shall have been duly given or provision satisfactory to the Trustee for the giving of such notice shall have been made;
(b) Securities which shall have been cancelled or surrendered to the Trustee for cancellation; and
(c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to Section 2.05 or 2.06;
provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee 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.
Person: The term "person" shall mean an individual, a corporation, a partnership, a joint venture, an association, a joint stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof.
Preferred Stock: The term "Preferred Stock" shall mean, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of such person's preferred or preference stock whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all classes and series of preferred or preference stock.

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Principal Office of the Trustee: The term "Principal Office of the Trustee", or other similar term, shall mean the principal corporate trust office of the Trustee at which its principal trust business is administered. As of the date hereof, the Principal Office of the Trustee is located at 231 S. LaSalle St., Chicago, IL 60697 (telephone: (312) 828-7321 and telecopier: (312) 828-6528).
Record Date: The term "Record Date" shall mean, with respect to any interest payable on any Security on any Interest Payment Date, the close of business on the date specified in such Security or, in the case of defaulted interest, the close of business on any subsequent record date established as provided in Section 2.01 (in each case whether or not such day is a business day).
Redemption Date: The term "Redemption Date" when used with respect to any Security to be redeemed, in whole or in part, shall mean the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security.
Redemption Price: The term "Redemption Price" when used with respect to any Security to be redeemed shall mean the price (exclusive of accrued interest) at which it is to be redeemed pursuant to this Indenture and the terms of such Security.
Responsible Officers: The term "Responsible Officers" of the Trustee hereunder shall mean and include the chairman and any vice chairman of the board of directors, the president, the chairman and any vice chairman of the executive committee of the board of directors, or any officer in the corporate trust department of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of, and familiarity with, a particular subject.
Restricted Subsidiary: The term "Restricted Subsidiary" means any Subsidiary which is designated as such by Board Resolution and at least a majority of the shares of Voting Stock of which shall at the time be owned, directly, by the Company or by one or more Restricted Subsidiaries or by the Company and one or more Restricted Subsidiaries.
Security: The term "Security" shall mean one of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture.
Security Co-Registrar: The term "Security Co-Registrar" has the meaning specified in Section 2.05.

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Security Register; Security Registrar: The terms "Security Register" and "Security Registrar" have the respective meanings specified in Section 2.05.
Securityholder; holder of Securities; holder; registered holder: The term "Securityholder" or "holder of Securities" or "holder" or "registered holder", with respect to a Security, shall mean the person in whose name such Security or Securities shall be registered in the register kept for that purpose hereunder.
Senior Indebtedness: The term "Senior Indebtedness" means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed (other than the indebtedness evidenced by the Securities outstanding on the date hereof or thereafter created), unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not senior or prior in right of payment to the Securities or is made subordinate to any other indebtedness of the Company on the same or substantially the same basis as the Securities are made subordinate and (ii) renewals, extensions, modifications and refundings of any such indebtedness.
Stated Maturity: The term "Stated Maturity" when used with respect to any Security or any installment of interest thereon shall mean the date specified in such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security or such installment of interest is due and payable.
Subsidiary: The term "Subsidiary" shall mean any corporation at least a majority of the Voting Stock of which shall at the time be owned, directly or indirectly, by the Company, or one or more Subsidiaries, or by the Company and one or more Subsidiaries.
Trustee: The term "Trustee" shall mean the trustee hereunder for the time being, whether original or successor, and if at any time there is more than one such trustee, "Trustee" as used with respect to the Securities of any series shall mean the trustee with respect to Securities of that series.
Trust Indenture Act of 1939 or Trust Indenture Act: The term "Trust Indenture Act of 1939" or "Trust Indenture Act" shall mean such Act as amended from time to time except as provided in
Section 13.06 or otherwise required by law.
Unrestricted Subsidiary: The term "Unrestricted Subsidiary" shall mean any Subsidiary other than a Restricted Subsidiary.

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Voting Stock: The term "Voting Stock" means stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the board of directors (or any governing body) of such corporation, other than stock having such power only by reason of the happening of a contingency.
Certain other terms, relating principally to provisions included in this Indenture in compliance with the Trust Indenture Act of 1939, are defined in Article Ten.
ARTICLE TWO
FORM, EXECUTION, DELIVERY, TRANSFER AND
EXCHANGE OF SECURITIES
SECTION 2.01.
The Securities of each series shall be issuable in registered form and shall be in substantially such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. The Securities shall be issued, except as otherwise provided with respect to any series of Securities pursuant to Section 2.02, in the denomination of $1,000 and any larger denomination which is an integral multiple of $1,000 approved by the Company, such approval to be evidenced by the execution thereof.
If Securities of a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and by such person or persons, as shall be specified therein or in the Company order of authentication delivered to the Trustee pursuant to Section 2.04.
The person in whose name any Security is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the

9
interest payable on such Interest Payment Date notwithstanding the cancellation of such Security upon any transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date; provided, however, that, if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, the defaulted interest shall be paid to the persons in whose names the outstanding Securities are registered on a subsequent record date, such record date to be not less than 5 days prior to the date of payment of such defaulted interest, established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date.
The principal of and interest and premium, if any, on the Securities shall be payable at each office or agency of the Company designated pursuant to Section 5.02 for such purpose; provided, however, that interest may at the option of the Company be paid by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register (including the records of any Security Co-Registrar). Such payments will be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.
SECTION 2.02.
The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fifteen.
The Securities may be issued in one or more series. There shall be established by or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
(a) the title of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued);
(b) any limit upon the aggregate principal amount of the Securities of the series which may be outstanding under this Indenture (except as otherwise provided in Section 2.06, 2.08, 4.02 or 13.05);
(c) the date or dates on which the principal of the Securities of the series is payable;
(d) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the interest payment dates on which such interest shall be

10
payable and the record dates for the determination of holders to whom interest is payable;
(e) the place or places where the principal of, premium, if any, and interest on Securities of the series shall be payable;
(f) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(h) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02;
(j) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such Securities in global form, and the terms and conditions, if any, upon which interests in such Securities in global form may be exchanged, in whole or in part, for the individual Securities represented thereby;
(k) any deletions from, modifications of or additions to the events of default or covenants of the Company with respect to any of such Securities, whether or not such events of default or covenants are consistent with the events of default or covenants set forth herein;
(l) if the Securities of such series will be issuable upon the conversion of other securities of the Company or upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(m) if the Securities of the series will be convertible into or exchangeable for Common Stock or other securities of the Company and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable; and

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(n) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).
All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided by or pursuant to such Board Resolution, and set forth in such Officers' Certificate, or in any such indenture supplemental hereto. If any of the terms of a series of Securities are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities.
SECTION 2.03.
The Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, its President or one of its Vice Presidents, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) which shall be attested by the manual or facsimile signature of its Secretary, or one of its Assistant Secretaries. The Securities shall then be delivered to the Trustee or the Authenticating Agent for authentication by it, and thereupon, as provided herein, the Trustee or the Authenticating Agent shall authenticate and deliver such Securities. In case any officer of the Company who shall have signed any of the Securities shall cease to be such officer of the Company before the Securities so signed shall have been actually authenticated and delivered by the Trustee or the Authenticating Agent, such Securities may nevertheless be issued, authenticated and delivered as though the person who signed such Securities had not ceased to be such officer of the Company; and also any of the Securities may be signed on behalf of the Company by any person who at the time of the execution of such Securities shall be the proper officer of the Company, even though at the date of the execution of this Indenture such person may not have been such officer of the Company.
SECTION 2.04.
Only such of the Securities as shall bear thereon a certificate substantially in the form of the Trustee's certificate of authentication hereinafter recited, executed by the Trustee or the Authenticating Agent, shall be valid or become obligatory for any purpose or entitle the holder thereof to any right or benefit under this Indenture, and the certificate of authentication by the Trustee or the Authenticating Agent upon any such Security executed on behalf of the Company as aforesaid shall be conclusive evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder thereof is entitled to the benefits of this Indenture.
The Trustee's certificate of authentication on all Securities shall be in substantially the following form:

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This is one of the Securities issued under
the Indenture described herein.
Continental Bank,
National Association,
as Trustee
By ____________________________
Authorized Signatory
or (if an Authenticating Agent
is appointed pursuant to
Section 10.10)
Continental Bank,
National Association,
as Trustee
By (Name of Agent) as
Authenticating Agent
By ____________________________
Authorized Signatory
SECTION 2.05.
The Company shall cause to be kept a register (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 and of transfers of Securities. Unless and until otherwise determined by the Company, by Board Resolution, the Security Register initially shall be kept at the Principal Office of the Trustee. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "Security Registrar".
Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 5.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall

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not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing.
Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption.
Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.
All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing.
If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the

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Security or Securities in global form representing such series in exchange for such Security or Securities in global form.
The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.
If specified by the Company pursuant to
Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders:
(a) to each person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Security in global form; and
(b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause
(a) above.
Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the persons in whose names such Securities are so registered or to the Depositary.
Whenever any securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive.

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No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith.
The Company and the Trustee, and the agents of either, may deem and treat the person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary.
None of the Company, the Trustee, any Authenticating Agent, 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 Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.
SECTION 2.06.
In case any temporary or definitive Security of a particular series shall become mutilated or be destroyed, lost or stolen, then upon the conditions hereinafter set forth the Company in its discretion may execute, and thereupon the Trustee or the Authenticating Agent shall authenticate and deliver, a new Security of the same series of like tenor and principal amount and bearing a different number, in exchange and substitution for and upon cancellation of the mutilated Security or in lieu of and substitution for the Security so destroyed, lost or stolen; provided, however, that if any such mutilated, destroyed, lost or stolen Security shall have become payable upon the maturity thereof, the Company may, instead of issuing a substitute Security, pay such Security without requiring the surrender thereof. The applicant for any substitute Security or for payment of any such mutilated, destroyed, lost or stolen Security shall furnish to the Company and to the Trustee evidence satisfactory to them, in their discretion, of the ownership of and the destruction, loss or theft of such Security and shall furnish to the Company and to the Trustee indemnity satisfactory to them, in their discretion and, if required, shall reimburse the Company and the Trustee for all expenses (including counsel fees and any tax or other governmental charge that may be imposed in relation thereto) in connection with the preparation, issue and authentication of such substitute Security or the payment of such mutilated, destroyed, lost or stolen Security, and shall comply with such other reasonable regulations as the Company and the Trustee, or either of them, may prescribe. Any such new Security delivered pursuant to this Section 2.06 shall constitute an additional contractual obligation on the part of the Company, whether or not the allegedly destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefit of this Indenture with all other Securities of the same series issued hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the

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foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies.
SECTION 2.07.
Subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest, each Security delivered pursuant to any provision of this,Indenture in exchange or substitution for, or upon registration of transfer of,any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.
SECTION 2.08.
Pending the preparation of definitive Securities of any series the Company may execute and the Trustee or the Authenticating Agent shall authenticate and deliver temporary Securities of such series (printed or lithographed). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the definitive Securities but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. In the case of Securities of any series, such temporary Securities may be in global form, representing all of the Outstanding Securities of such series and tenor. Every such temporary Security of a particular series shall be authenticated by the Trustee or the Authenticating Agent upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities of such series. Without unreasonable delay, and except in the case of temporary Securities in global form which shall be exchanged in accordance with the provisions thereof, the Company will execute and deliver to the Trustee definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange for definitive Securities of the same series, at the principal corporate trust office of the Trustee or any office or agency of the Company designated pursuant to Section 5.02 for such purpose or at the office of any Security Co-Registrar, and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series. Such exchange shall be made by the Company at its own expense and without any charge therefor except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Securities of a particular series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series authenticated and delivered hereunder.

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ARTICLE THREE
ISSUE OF SECURITIES
SECTION 3.01.
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 or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, its President or a Vice President, without any further action by the Company. 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 315 of the Trust Indenture Act) shall be fully protected in relying upon:
(a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, certified by the Secretary or an Assistant Secretary of the Company;
(b) an executed supplemental indenture, if any;
(c) an Officers' Certificate; and
(d) an Opinion of Counsel prepared in accordance with Section 14.03, which shall state
(1) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by
Section 13.01(f), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture;
(2) that the supplemental indenture, if any, when executed and delivered by the Company and the Trustee, will constitute a valid and legally binding obligation of the Company;
(3) that such Securities, when authenticated and delivered by the Trustee or the Authenticating Agent 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, and will be entitled to the benefits of this Indenture;

18
(4) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance;
(5) that the issuance of such Securities will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound and under which long-term debt of the Company as reflected in its latest financial statements on file with the Securities and Exchange Commission is outstanding; and
(6) that all requirements of this Indenture applicable to the Company in respect of the execution and delivery by the Company of such Securities and of such supplemental indenture, if any, have been complied with and that, assuming (a) all requisite corporate authorization on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable to the Trustee, and
(c) due authentication and delivery of such Securities by the Trustee or the Authenticating Agent, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the execution and delivery of such supplemental indenture or for the creation, issuance, authentication and delivery of the Securities pursuant to this Indenture.
If not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion with appropriate modifications shall be delivered at or before the time of issuance of the first Security of such series.
If the Company shall establish pursuant to
Section 2.02 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company order of authentication with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such 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 Depository Trust Company, a New York corporation ("DTC") to Issuer or its agent for transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is

19
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Each Depositary designated pursuant to Section 2.02 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 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.
Each Security shall be dated the date of its authentication.
ARTICLE FOUR
REDEMPTION OF SECURITIES; SINKING FUND
SECTION 4.01.
Redemption of Securities (other than pursuant to a sinking fund or analogous provision) permitted by the terms of any series of Securities shall be made in accordance with such terms and Sections 4.02 and 4.03; provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.
SECTION 4.02.
The election of the Company to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. If the Company shall elect to redeem the Securities of any series in whole or in part as aforesaid, it shall fix a date for redemption and give notice of its election so to redeem by mailing or causing to be mailed written notice, postage prepaid, at least 30 days prior to the redemption date, to all holders of Securities to be redeemed as a whole or in part, addressed to them at their respective addresses as the same shall then appear on the Security Register of the Company. Any notice which shall be mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder shall receive such notice. Failure to mail such notice, or any defect in the notice mailed, to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.
Each notice of redemption shall state such election on the part of the Company, the Redemption Date and place of payment of the Securities to be redeemed and the Redemption Price and that the Securities designated in such notice for redemption are required to be presented on or after such Redemption Date and at such place for payment and

20
that interest to the Redemption Date on the Securities and portions of Securities called for redemption will be paid as specified in said notice and shall cease to accrue thereon on such date. If less than all the outstanding Securities of a series are to be redeemed, the notice shall also designate the Securities or portions of Securities that are to be redeemed. If any Security is to be redeemed in part only, the notice shall also state that upon presentation of such Security on or after the redemption date at said place, such Security will be canceled and a new Security or Securities of the same series, in an aggregate principal amount equal to the unredeemed portion of such Security, will be issued and delivered without charge to the holder.
Notice having been so given, the Securities and portions of Securities to be redeemed shall on the Redemption Date specified in such notice become due and payable at the applicable Redemption Price, together with interest accrued thereon to the Redemption Date, and from and after the Redemption Date so specified (unless the Company shall default in the payment of the Redemption Price of such Securities or any such accrued interest) interest on such Securities and portions of Securities shall cease to accrue, and upon presentation of such Securities at said place of payment and redemption in accordance with said notice, such Securities and portions of Securities shall be paid by the Company at the applicable Redemption Price, together with interest accrued to the Redemption Date (except that, if the Redemption Date shall be an Interest Payment Date, the interest payable on such date shall be paid to the registered holders of such Securities at the close of business on the applicable Record Date, subject to the provisions of Section 2.01).
If the Company shall at any time elect to redeem less than all the Securities of a series then outstanding, it shall at least 45 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, in such manner as the Trustee shall deem appropriate and fair, the Securities (or portions thereof) of such series to be redeemed. No Security of a denomination of $1,000 shall be redeemed in part and Securities may be redeemed in part only in integral multiples of $1,000. The Trustee shall promptly notify the Company in writing of the Securities and portions of Securities so selected.
SECTION 4.03.
If Securities of any Series at the time outstanding are to be redeemed under circumstances to which Section 11.02 is applicable, the Company shall deliver to the Trustee (1) proof satisfactory to the Trustee that notice of redemption thereof on a specified redemption date has been given as hereinbefore provided, or (2) proof satisfactory to the Trustee that arrangements have been made insuring to the satisfaction of the Trustee that such notice will be so given, or (3) a written instrument in form and substance satisfactory to the Trustee executed by the Company under its corporate seal, and expressed to be irrevocable, authorizing the Trustee to give such notice for and on behalf of the Company.

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SECTION 4.04.
Redemption of Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article; provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.
The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "Mandatory Sinking Fund Payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "Optional Sinking Fund Payment". If provided for by the terms of Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 4.05.
SECTION 4.05.
The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a particular series of Securities by (1) delivering to the Trustee outstanding Securities of such series in transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section 4.01 or (2) receiving credit for Securities of such series (not previously so credited) acquired by the Company and theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect so to satisfy any Mandatory Sinking Fund Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a written notice signed on behalf of the Company by its Chairman of the Board of Directors, its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, which shall designate the Securities (and portions thereof, if any) to be so delivered or credited and which shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Company, at or before the time so required, to give such notice and deliver such Securities, the Mandatory Sinking Fund Payment obligation shall be paid entirely in funds.
SECTION 4.06.
In addition to the sinking fund requirements of Section 4.05, to the extent, if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any year it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a certificate signed by its Chairman of the Board of Directors, its President, one of its Vice Presidents, its Treasurer or one of its

22
Assistant Treasurers stating that the Company will exercise such optional right, and specifying the amount which the Company will pay on or before the next succeeding sinking fund payment date. Such certificate shall also state that no event of default has occurred and is continuing.
SECTION 4.07.
If the sinking fund payment or payments made in funds pursuant to either Section 4.05 or 4.06 with respect to a particular series of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser sum if the Company shall so request), it shall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified pursuant to Section 4.04. The Trustee shall select in the manner provided in
Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the Company, thereupon cause notice of redemption of the Securities to be given in substantially the manner provided in Section 4.02 for the redemption of Securities in part at the option of the Company, except that the notice of redemption shall also state that the Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 4.07. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at maturity.
On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest accrued to the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 4.07.
The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a default in payment of interest on any Securities of such series or of any event of default (other than an event of default occurring as a consequence of this paragraph) of which the Trustee has actual knowledge, except that if the notice of redemption of any Securities of such series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article Four. Except as aforesaid, any moneys in the sinking fund at the time any such default or event of default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such default or event of default, be held as security for the payment of all the Securities of such series; provided, however, that in case such default or

23
event of default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of this
Section 4.07.
ARTICLE FIVE
PARTICULAR COVENANTS OF THE COMPANY
The Company hereby covenants and agrees as follows:
SECTION 5.01.
The Company will duly and punctually pay the principal of and premium, if any, on each of the Securities, and the interest which shall have accrued hereon, at the date and place and in the manner provided in the Securities and in this Indenture, and will duly comply with all other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Securities.
SECTION 5.02.
The Company will maintain in the city in the United States in which the Company has its principal business office and in The City of New York, and may maintain elsewhere, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for transfer or exchange, where Securities of that series which are convertible may be surrendered for conversion, if applicable, and where notices and demands to or upon the Company in respect of the Securities 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 any such office or agency. If at any time the Company shall fail to maintain 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 Principal Office of the Trustee. The Company hereby initially 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 may be presented or surrendered for any or all of such purposes and may from time to time rescind such designations; provided, however, that no such designation shall in any manner result in the creation of a Security Register or Security Co-Registrar in addition to the Security Register required to be kept pursuant to Section 2.05 and any Security Co-Registrar appointed pursuant to Section
2.05. The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such other office or agency.
SECTION 5.03.
If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, the Company will set apart

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and segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent 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 5.03 and of Section 11.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the holders of such Securities; (2) that such paying agent shall give to the Trustee notice of any default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series when the same shall have become due and payable; and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it.
Anything in this Section 5.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 5.03, 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.
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, premium, if any, or interest on any Security and remaining unclaimed for three years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each business day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be

25
less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.
SECTION 5.04.
Subject to Section 5.05, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Subsidiary and the rights and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve the corporate existence of any Subsidiary or 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 the other Subsidiaries taken as a whole and that the loss thereof is not on balance materially disadvantageous to the holders.
SECTION 5.05.
The Company will not consolidate with any other corporation or accept a merger of any other corporation into the Company or permit the Company to be merged into any other corporation, or sell or lease all or substantially all its assets to another corporation, or purchase all or substantially all the assets of another corporation, unless (i) either the Company shall be the continuing corporation, or the successor, transferee or lessee corporation (if other than the Company) shall be organized under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, by indenture supplemental hereto, executed and delivered by such corporation prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Company, and (ii) immediately after such consolidation, merger, sale, lease or purchase the Company or the successor, transferee or lessee corporation (if other than the Company) would not be in default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another corporation shall not be deemed to be a purchase of such assets by the Company.
SECTION 5.06.
The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by the Chairman of the Board of Directors, the President, the Principal Financial Officer or Principal Accounting Officer or the Treasurer or Controller of the Company, stating that
(a) a review of the activities of the Company during such year with regard to its compliance with this Indenture has been made under his supervision, and
(b) to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof.

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SECTION 5.07.
Anything in this Indenture to the contrary notwithstanding, the Company or any Restricted Subsidiary may fail or omit in any particular instance to comply with a covenant or condition set forth in
Section 5.04 or 5.05 with respect to any series of Securities if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided in Article Seven) of the consent of the holders of at least 66 2/3% in aggregate principal amount of the Securities of such series at the time outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect any obligation not waived by the terms of such waiver or impair any right consequent thereon.
ARTICLE SIX
REMEDIES OF TRUSTEE AND SECURITYHOLDERS
SECTION 6.01.
Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term "event of default" as used in this Indenture with respect to Securities of any series shall mean one of the following described events (whatever the reason for such event of default and whether or not it shall be occasioned by the provisions of Article Fifteen) unless it is either inapplicable to a particular series or it is specifically deleted or modified in the supplemental indenture, if any, under which such series of Securities is issued:
(a) the failure of the Company to pay any installment of interest on any Security of such series, when and as the same shall become payable, which failure shall have continued unremedied for a period of 30 days;
(b) the failure of the Company to pay the principal of (and premium, if any, on) any Security of such series, when and as the same shall become payable, whether at maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as authorized by this Indenture or otherwise;
(c) the failure of the Company to pay a sinking fund installment, if any, when and as the same shall become payable by the terms of a Security of such series, which failure shall have continued unremedied for a period of 30 days;
(d) the failure of the Company, subject to the provisions of Section 5.07, to observe and perform any other of the covenants or agreements on the part of the Company contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series), which failure shall not have been remedied to the satisfaction of the Trustee, or without provision deemed by the Trustee to be adequate for
the

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remedying thereof having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by holders of 25% or more in aggregate principal amount of the Securities of such series then outstanding, specifying such failure and requiring the Company to remedy the same;
(e) an event of default, as defined in any mortgage, indenture or instrument, including this Indenture, under which there may be issued, or by which there may be secured or evidenced, any indebtedness for money borrowed of the Company, whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in such indebtedness in an amount in excess of $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled, or such indebtedness shall not have been discharged, within a period of 10 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 10% in principal amount of the Outstanding Securities of such series a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded or annulled or to cause such indebtedness to be discharged;
(f) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for substantially all of its property, or ordering the winding up or liquidation of its affairs, which decree or order shall have remained unstayed and in effect for a period of 90 consecutive days;
(g) the commencement by the Company of a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or for substantially all of its property, or the making by it of an assignment for the benefit of its creditors; or
(h) the occurrence of any other event of default with respect to Securities of such series as provided in an Officers' Certificate delivered pursuant to Section 2.02 or a supplemental indenture applicable to such series of Securities pursuant to
Section 13.01(b).

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The Trustee shall be deemed to have knowledge of an event of default only upon receipt of written notice by a corporate trust officer of the Trustee.
SECTION 6.02.
If any one or more of the above-described events of default shall happen with respect to Securities of any series at the time outstanding, then, and in each and every such case, during the continuance of any such event of default, the Trustee or the holders of 25% or more in principal amount of the Securities of such series then outstanding may, and upon the written request of the holders of a majority in principal amount of such Securities then outstanding, the Trustee shall declare the principal of all the Securities of such series then outstanding, if not then due and payable, to be due and payable, and upon any such declaration the same shall become and be immediately due and payable, anything contained in this Indenture or in the Securities of such series to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series), and the reasonable charges and expenses of the Trustee and its agents and attorneys. All other sums payable under this Indenture (except the principal of the Securities of such series, which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other default and event of default under this Indenture shall have been made good, to the reasonable satisfaction of the Trustee, or of the holders of a majority in principal amount of the Securities of such series then outstanding, or if provision deemed by the Trustee or by such holders to be adequate therefor shall have been made, then and in every such case the holders of a majority in principal amount of the Securities of such series then outstanding may, on behalf of the holders of all the Securities of such series, waive the event of default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable, and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent default or event of default, or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 6.02 shall be by written notice to the Company, and any declaration or waiver by the holders of Securities of any series pursuant to this Section 6.02 shall be by written notice to the Company and the Trustee.
The Company and the Trustee may, to the extent provided in Section 13.01, enter into one or more indentures supplemental hereto, with respect to any series of the Securities which may provide for additional or different events of default with respect to such series of Securities.
SECTION 6.03.
If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and premium, if any, on any of the Securities of such series, when and as the same shall become due and payable, whether at maturity, or by call for redemption (otherwise than pursuant to the sinking fund) by declaration as authorized by this Indenture, or otherwise, or shall fail

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for a period of 30 days to make any sinking fund payment as to a series of Securities, then, upon demand by the Trustee, the Company will pay to the Trustee for the benefit of the holders of Securities of such series then outstanding, the whole amount which shall then have become due and payable on all the Securities of such series, with interest on the overdue principal and premium, if any, and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by the Securities of such series, and reasonable compensation to the Trustee, its agents and attorneys, and any other reasonable expenses and liabilities incurred by the Trustee under this Indenture without negligence or bad faith.
In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding, at law or in equity, for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding (subject to the payment of the expenses, disbursements and compensation of the Trustee, its agents and attorneys) shall be for the ratable benefit of the holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto.
SECTION 6.04.
The Trustee is hereby appointed, and each and every holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have appointed the Trustee the true and lawful attorney-in-fact of such holder, with authority (whether or not the Company shall be in default in respect of the payment of the principal of, or interest on, any of the Securities) to make or file, in its own name and as trustee of an express trust, or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities, or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Securities allowed in any such proceeding, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things as it may deem necessary or advisable, in order to enforce in any such proceeding any of the claims of the Trustee and of any of such holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each and every holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver,

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assignee, trustee, custodian or debtor to make any such payment or delivery only to, or on the order of, the Trustee, and to pay to the Trustee any amount due if for compensation and expenses, including counsel fees, incurred by it to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any holder of Securities, any plan of reorganization or readjustment of the Company affecting the Securities or the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any holder of any Securities in any such proceeding.
SECTION 6.05.
Any moneys collected by the Trustee with respect to a series of Securities under this Article Six shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:
First: To the payment of all costs and expenses in connection with the collection of such moneys, and all amounts due to the Trustee under
Section 10.05.
Second: In case the principal of the outstanding Securities of such series shall not have become due and be unpaid, to the payment of interest on the Securities of such series, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by such Securities, such payments to be made ratably to the persons entitled thereto.
Third: In case the principal of the outstanding Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) interest upon overdue installments of interest at the rate borne by the Securities of such series, and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon the Securities of such series, then to the payment of such principal and premium, if any, and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratable to the aggregate of such principal and premium, if any, and accrued and unpaid interest.
Any surplus then remaining shall be paid to the Company or to such other persons as shall be entitled to receive it.
SECTION 6.06.
The holders of a majority in principal amount of the Securities of any series at the time outstanding may direct the time, method and place of

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conducting any proceeding for any remedy available to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series; provided, however, that, subject to the provisions of Section 10.02, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such series of Securities at the time outstanding may on behalf of the holders of all of the Securities of such series waive any past default or event of default hereunder and its consequences except a default in the payment of interest or any premium on or the principal of the Securities of such series. Upon any such waiver the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereon. Whenever any default or event of default hereunder shall have been waived as permitted by this Section 6.06, said default or event of default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.
SECTION 6.07.
No holder of any Security of any series shall have any right to institute any action, suit or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each case with respect to an event of default with respect to such series of Securities, unless such holder previously shall have given to the Trustee written notice of the happening of one or more of the events of default herein specified with respect to such series of Securities, and unless the holders of 25% in principal amount of the Securities of such series then outstanding shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any holder of any Security of such series; it being understood and intended that no one or more of the holders of Securities of such series shall have any right in any manner whatsoever by his or their action to enforce any right hereunder, except in the manner herein provided, and that every action, suit or proceeding at law or in equity shall be instituted, and maintained in the manner herein provided, for the equal benefit of all holders of the outstanding Securities of such series; provided, however, that nothing contained in this Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such series to the respective holders of such Securities at the respective due dates on such Securities stated, or affect or impair the right, which is also absolute and unconditional, of such holders to institute suit to enforce the payment thereof; provided, further, that in the event property or assets are conveyed, transferred, assigned, mortgaged or pledged to the Trustee as security for one or more series of Securities, no holder of Securities shall be entitled to take any

32
action or institute any suit to enforce the payment of his Securities, whether for principal, interest or premium, if any, to the extent that the taking of such action or the institution or prosecution of any such suit or the entry of judgment therein would under applicable law result in a surrender, impairment, waiver or loss of the lien of this Indenture, if any, upon the trust estate so created by such conveyance, transfer, assignment, mortgage or pledge, or any part thereof, as security for Securities held by any other holder.
SECTION 6.08.
All parties to this Indenture and the holders of the Securities agree that the court may in its discretion require, in any action, suit or proceeding for the enforcement of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonably attorney's fees, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 6.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or more holders of Securities holding in the aggregate more than 10% in principal amount of the Securities of any series outstanding, or to any action, suit or proceeding instituted by any holder of Securities of any series for the enforcement of the payment of the principal of, or premium, if any, or the interest on any of the Securities of such series, on or after the respective due dates expressed in such Securities.
SECTION 6.09.
No remedy herein conferred upon or reserved to the Trustee or to the holders of Securities of any series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee or of any holder of the Securities of any series to exercise any right or power accruing upon any default or event of default shall impair any such right or power or shall be construed to be a waiver of any such default or event of default or an acquiescence therein, and every power and remedy given by this Article Six to the Trustee and to the holders of Securities of any series, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the holders of Securities of such series, as the case may be. In case the Trustee or any holder of Securities of any series shall have proceeded to enforce any right under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such holder of Securities, then and in every such case the Company, the Trustee and the holders of the Securities of such series shall severally and respectively be restored to their former positions and rights hereunder and thereafter all rights, remedies and powers of the Trustee and the holders of the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated.

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ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS
SECTION 7.01.
Whenever in this Indenture it is provided that the holders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage or majority have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor, executed by Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of Securities voting in favor thereof, at any meeting of Securityholders duly called and held in accordance with the provisions of Article Eight, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders.
SECTION 7.02.
Proof of the execution of any instrument by a Securityholder or his agent or proxy and proof of the holding by any person of any of the Securities shall be sufficient if made in the following manner:
The fact and date of the execution by any person of any such instrument may be proved (a) by the certificate of any notary public or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgements or proof of deeds to be recorded within such jurisdiction, that the person who signed such instrument did acknowledge before such notary public or other officer the execution thereof, or (b) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.
The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.
The Trustee may accept such other proof or may require such additional proof of any matter referred to in this Section 7.02 as it shall deem appropriate or necessary.
SECTION 7.03.
In determining whether the holders of the requisite principal amount of the Securities have concurred in any direction, request, waiver or consent under this Indenture, Securities which are owned by the Company or by any other obligor on the Securities or by any person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Company or any such other obligor shall be disregarded, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, request, waiver or consent, only Securities which the Trustee knows are so owned shall be disregarded. Securities so owned which have been

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pledged in good faith may be regarded as outstanding for the purposes of this
Section 7.03 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities, and that the pledgee is not a person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.
SECTION 7.04.
At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities or of any series of Securities specified in this Indenture in connection with such action, any holder of a Security which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Security. Except as aforesaid, any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor.
ARTICLE EIGHT
SECURITYHOLDERS' MEETINGS
SECTION 8.01.
A meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article Eight for any of the following purposes:
(a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article Six;
(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Ten;
(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 13.02; or
(d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.

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SECTION 8.02.
The Trustee may at any time call a meeting of Securityholders of all series that may be affected by the action proposed to be taken, to take any action specified in Section 8.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of such series at their addresses as they shall appear on the Security Register (including the records of any Security Co-Registrar). Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.
SECTION 8.03.
In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least 10% in aggregate principal amount of the Securities of a series then outstanding that may be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02.
SECTION 8.04.
To be entitled to vote at any meeting of Securityholders a person shall (a) be a holder of one or more Securities of a series affected by the action proposed to be taken at the meeting or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.
SECTION 8.05.
Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.
The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.
Subject to the provisions of Section 7.03, at any meeting of Securityholders of a series, each Securityholder of such series or such Securityholder's proxy shall be entitled to

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one vote for each $1,000 principal amount of Securities of such series outstanding held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders of such series. At any meeting of the Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.
SECTION 8.06.
The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written ballots on which shall be subscribed the signatures of the holders of Securities of such series or of their representatives by proxy and the principal amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat, and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 8.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.
SECTION 8.07.
Nothing contained in this Article Eight shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series.

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ARTICLE NINE
REPORTS BY THE COMPANY AND THE TRUSTEE
AND SECURITYHOLDERS' LISTS
SECTION 9.01.
In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee:
(a) semiannually with respect to Securities of each series on January 15 and July 15 of each year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of holders as of the applicable date; and
(b) 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;
provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished.
SECTION 9.02.
The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of 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, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.
SECTION 9.03.
(a) Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.
(b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act and Section 10.11 hereof at the times specified therein.
(c) Reports pursuant to this Section shall be transmitted in the manner and to the persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

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SECTION 9.04.
The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:
(a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;
(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and
(c) transmit to the holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.
ARTICLE TEN
CONCERNING THE TRUSTEE
SECTION 10.01.
Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:
(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

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(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate and any resolution of the Board of Directors or any committee thereof (or committee of officers or other representatives of the Company, to the extent any such committee or committees have been so authorized by the Board of Directors) may be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;
(d) 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;
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request or direction of any of the holders of Securities of any series pursuant to this Indenture, unless such holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon 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, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney; and
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
SECTION 10.02.
The recitals contained herein and in the Securities, except those referring or relating to the Trustee or any of its agents, and except for the Trustee's certificate 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

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Securities, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder, and that the statements made by it in a Statement of Eligibility and Qualification on Forms T-1 supplied to the Company are and will be true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.
SECTION 10.03.
The Trustee, any Authenticating Agent, any Security Registrar or any other person that may be an agent of the Trustee or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Security Registrar or such other person.
SECTION 10.04.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and, subject to Section 11.02 hereof, may be invested in direct obligations of the United States of America in such amounts and with such maturities that will ensure that the principal of such obligations, together with the income thereon (without consideration of any reinvestment thereof) will be sufficient to pay all sums due for principal of, premium, if any, and interest on the Securities, as they become due from time to time. The Trustee shall be under no liability for interest on any money received by it or for losses on any investments made by it pursuant to this Section 10.04 except as otherwise agreed with the Company.
SECTION 10.05.
The Company agrees:
(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee 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) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel) except any such expense, disbursement or advance as may be attributable to the Trustee's negligence or bad faith; and
(3) to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part (excluding, for so long as no event of default hereunder has occurred and is continuing, any settlement that has not been approved by the Company in writing prior to any such settlement) arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or

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performance of any of their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee's negligence or bad faith.
The obligations of the Company under this
Section to compensate and indemnify the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.
SECTION 10.06.
There shall at all times be a Trustee hereunder that is a corporation permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $25,000,000. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
SECTION 10.07.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 10.08.
(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 10.08 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 such series.
(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Company or any holder of a Security of such series who has been a bona fide holder of a Security of such series for at least six months; or
(2) the Trustee shall cease to be eligible under Section 10.06 and shall fail to resign after written request therefor by the Company or 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

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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, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any holder of a Security 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 removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series which shall occur only with the express prior written consent of the Company, the Company, by or pursuant to 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 10.08. 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 10.08, 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 of Securities and accepted appointment in the manner required by Section 10.08, any holder of a Security who has been a bona fide holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the holders of Securities of such series as their names and addresses appear in the Security Register. 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 10.08.
(a) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute,

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acknowledge and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 5.03, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 10.05.
(b) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee 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, such 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, 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 that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 5.03 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

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(c) Upon request of any person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.
(d) No person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor person shall be qualified and eligible under this Article.
SECTION 10.09.
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 of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, 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 10.10.
The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption or pursuant to Section 2.06, 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, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $5,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it 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

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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 be the successor of such Authenticating Agent hereunder, 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 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 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 (i) mail written notice of such appointment by first-class mail, postage prepaid, to all holders of Securities of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.
The provisions of Sections 2.05, 10.02 and 10.03 shall be applicable to each Authenticating Agent.
If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a place of payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers' Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a place of payment designated by the Company with respect to such series of Securities.
SECTION 10.11.
The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, mail to all holders of Securities of that series entitled to receive reports pursuant to Section 9.03, notice of all defaults with respect to that series known to the Trustee, unless such defaults shall have been cured before the giving of such notice; provided, however, that, except in the case of default in the payment of the principal of, premium, if any, or interest on any of the Securities of such series or in the making of any sinking fund payment with respect to such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors or trustees, the executive committee, or a trust committee of directors or trustees or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the holders of Securities of such series. For the purpose of this Section, the term

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"default" means any event which is, or after notice or lapse of time, or both, would become, an event of default hereunder.
ARTICLE ELEVEN
DEFEASANCE
SECTION 11.01.
If and when the principal of, and the premium, if any, and the interest on, all the Securities outstanding hereunder and all other sums due hereunder shall have been well and truly paid at the times and in the manner therein and herein expressed, this Indenture shall cease and determine, and, at the written request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03, and upon proof being given to the reasonable satisfaction of the Trustee that all the Securities have been paid or satisfied and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee shall cancel this Indenture and execute and deliver to the company such instruments as shall be requisite to evidence the satisfaction hereof.
SECTION 11.02.
If, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) such amount of direct obligations of the United States of America as will or will together with the income thereon without consideration of any reinvestment thereof be sufficient to pay, all sums due for principal of, premium, if any, and interest on the Securities of a particular series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture in relation thereto, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer, substitution and exchange of Securities of such series, (ii) rights of holders to receive payments of principal of, premium, if any, and interest on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Securityholders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, and (iii) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03, and an Opinion of Counsel to the effect that holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's action under this Section 11.02 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such action had not been taken, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series. The Trustee shall apply the moneys so deposited solely to the payment to the holders of the Securities of such series of all sums due thereon for principal, premium, if any, and interest, and the Trustee shall have no claim for

47
itself, for fees, expenses or otherwise, to such moneys so deposited. Money and securities held in trust pursuant to this Section 11.02 shall not be subject to Article Fifteen.
SECTION 11.03.
Neither the Trustee nor any other paying agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with the Company to pay thereon. Any moneys so deposited for the payment of the principal of, premium, if any, or interest on the Securities of any series and remaining unclaimed for three years after the date of the maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other paying agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other paying agent with respect to such moneys shall thereafter cease.
Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other paying agent in trust for the respective holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from other funds except to the extent required by law.
ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS, DIRECTORS AND EMPLOYEES
SECTION 12.01.
No recourse shall be had for the paying of the principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this

48
Indenture or in any of the Securities or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer, director and employee is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities expressly waived and released.
ARTICLE THIRTEEN
SUPPLEMENTAL INDENTURES
SECTION 13.01.
The Company (when authorized by resolution of its Board of Directors) 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 one or more of the following purposes:
(a) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, to surrender any right or power hereunder conferred upon the Company, and to add events of default, in each case for the protection or benefit of the holders of all or any series of the Securities (and if such covenants, agreements, surrender of rights or powers and events of default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements, surrender of rights or powers and events of default are expressly being included for the benefit of such series as shall be identified therein);
(b) to change or eliminate any provisions of the Indenture with respect to all or any series of the Securities not then outstanding (and, if such change is applicable to fewer than all such series of the Securities, specifying the series to which such change is applicable), and to specify the rights and remedies of the Trustee and the holders of such Securities in connection therewith;
(c) to evidence the succession of another corporation to the Company, the Trustee, or successive successions, and the assumption by a successor, transferee or lessee corporation of the covenants and obligations of the Company or Trustee, as the case may be, contained in the Securities of one or more series or in this Indenture;
(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provision in regard to matters or questions arising under this Indenture which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Securities;

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(e) to prohibit the authentication and delivery of additional series of Securities;
(f) 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;
(g) to establish the form and terms of the Securities of any series as permitted in Sections 2.01 and 2.02, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and
(h) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the holders, so long as such change does not require the consent of the holders pursuant to any other provision of this Indenture and is not inconsistent with any other provisions of this Indenture and which, in the judgment of the Trustee, is not to the prejudice of the Trustee and maintains adequate protection to the Trustee when the same becomes operative.
Subject to the provisions of Section 13.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder.
Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 13.02.
SECTION 13.02.
With the consent (evidenced as provided in Article Seven) of the holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time outstanding which are affected by such indenture supplemental hereto, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time 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 the Securities of any series to be affected; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or reduce any premium payable upon the redemption thereof, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the

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Securities, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof as provided in Section 6.07, or adversely affect the right to convert any Security as may be provided pursuant to Section 2.02 herein, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series, the holders of which are required to consent to any such supplemental indenture, or modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to the holder thereof, without the consent of the holders of all the Securities then outstanding, or
(iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.
A supplemental indenture which changes or eliminates any 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 provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series.
It shall not be necessary for the consent of the Securityholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.
Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 13.02, the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the holders of Securities affected by such supplemental indenture at their addresses as the same shall then appear in the register of the Company. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
SECTION 13.03.
Upon the request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03 and by
(a) a supplemental indenture duly executed on behalf of the Company,
(b) a copy of a resolution of the Board of Directors of the Company, certified by the Secretary or an Assistant Secretary of the Company, authorizing the execution of said supplemental indenture,
(c) an Opinion of Counsel, stating that said supplemental indenture complies with, and that the execution thereof is authorized or permitted by, the provisions of this Indenture, and
(d) if said supplemental indenture shall be executed pursuant to Section 13.02, evidence (as provided in Article Seven) of the consent thereto of the Securityholders required to consent thereto as in
Section 13.02 provided,

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the Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to, enter into said supplemental indenture.
SECTION 13.04.
Upon the execution of any supplemental indenture pursuant to the provisions of this Article Thirteen, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of all of the Securities or of the Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
SECTION 13.05.
Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Thirteen may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the holders of the Securities.
SECTION 13.06.
Every supplemental indenture executed pursuant to the provisions of this Article Thirteen shall conform to the requirements of the Trust Indenture Act of 1939 as then in effect.
SECTION 13.07.
No supplemental indenture shall adversely affect the rights of any holder of Senior Indebtedness under Article Fifteen without the consent of such holder.
ARTICLE FOURTEEN
MISCELLANEOUS PROVISIONS
SECTION 14.01.
Subject to the provisions of Section 5.05, nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise.

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Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.05, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.05) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.
Anything in this Section 14.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or person which has outstanding any obligations secured by a Lien if, as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all of the Securities equally and ratably with (or prior to) such other secured obligations.
SECTION 14.02.
Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any person or corporation other than the parties hereto and their successors and the holders of the Securities any right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the holders of the Securities.
SECTION 14.03.
As evidence of compliance with the conditions precedent provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) which relate to the authentication and delivery of the Securities, to the satisfaction and discharge of this Indenture or to any other action to be taken by the Trustee at the request or upon the application of the Company, the Company will furnish to the Trustee an Officers' Certificate, stating that such conditions precedent have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel such conditions precedent have been complied with. Such Opinion of Counsel may be in the form and contain such assumptions, qualifications and limitations as customarily appear in legal opinions issued in the jurisdiction in which any such opinion of counsel is rendered.

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Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such condition or covenant; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, such examination or investigation as is necessary to enable the expression of an informed opinion as to whether or not such condition or covenant has been complied with has been made; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.
Notwithstanding any provision of this Indenture authorizing the Trustee conclusively to rely upon any certificates or opinions, the Trustee, before granting any application by the Company or taking or refraining from taking any other action in reliance thereon, may require any further evidence or make any further investigation as to the facts or matters stated therein which it may, in good faith, deem reasonable in the circumstances, and in connection therewith the Trustee may examine or cause to be examined the pertinent books, records and premises of the Company or of any Subsidiary; and the Trustee shall, in any such case, require such further evidence or make such further investigation as may be requested by the holders of a majority in principal amount of the Securities then outstanding, provided that, if payment to the Trustee of the costs, expenses and liabilities likely to be incurred by it in making such investigation is not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee before making such investigation may require reasonable indemnity against such costs, expenses and liabilities. Any further evidence which may be requested by the Trustee pursuant to any of the provisions of this paragraph shall be furnished by the Company at its own expense; and any cost, expenses and liabilities incurred by the Trustee pursuant to any of the provisions of this paragraph shall be paid by the Company, or, if paid by the Trustee, shall be repaid by the Company, upon demand, with interest at the highest rate borne by the Securities, and, until such repayment, shall be secured by a lien on any moneys held by the Trustee hereunder prior to any rights therein of the holders of Securities.
SECTION 14.04.
All Securities paid, redeemed, exchanged, surrendered for registration of transfer or retired pursuant to the sinking fund or otherwise shall, if surrendered to the Company or to any paying agent, be delivered to the Trustee for cancellation and shall be cancelled by it or, if surrendered to the Trustee, shall be cancelled by it, and, except as otherwise provided in Sections 2.04, 2.05, 2.07, 4.02, 4.07 and 13.05, no Securities shall be issued under the Indenture in lieu thereof. The Trustee shall make appropriate notations in its records in respect of all such Securities and shall destroy such Securities and deliver a certificate of such destruction to the Company. If the Company shall acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation.

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SECTION 14.05.
If any provision of this Indenture limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control.
SECTION 14.06.
Whenever action is required by this Indenture by the Board of Directors of the Company and there is at the time constituted a committee of the Board of Directors duly authorized to take such action, such action by said committee shall be deemed to be the action of the Board of Directors and shall be sufficient for all purposes of this Indenture where action by the Board of Directors is specified.
SECTION 14.07.
Any notice or demand authorized by this Indenture to be given to the Company shall be sufficiently given for all purposes, if it shall be given or made in writing, by hand, telecopier (with confirmation of receipt) or certified or registered mail (confirmation of receipt requested) to the Company addressed to it at Dial Tower, Phoenix, Arizona 85077 (telephone: (602) 207-4900; telecopier: (602) 207-5543) to the attention of its General Counsel or at such other address as may have been furnished in writing to the Trustee by the Company. Any notice, direction, request or demand to or upon the Trustee shall be sufficiently given, for all purposes, if it shall be given or made in writing, by hand, telecopier (with confirmation of receipt) or certified or registered mail (confirmation of receipt requested) to Continental Bank, National Association (telephone: (312) 828- 7321; telecopier: (312) 828-6528) to the attention of its Corporate Trust Office, or at such other address as may have been furnished in writing to the Company by the Trustee. Any notice required or permitted to be given to Securityholders shall be sufficiently given if given by first class mail, postage prepaid, to such holders, at their addresses as the same shall appear on the Security Register. A failure to give notice with respect to any particular holder or any defect therein shall not affect the sufficiency of notice given to any other holder. Notice may be waived in writing by the person entitled to receive such notice either before or after such event and such waiver shall be the equivalent of receipt of such notice.
SECTION 14.08.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken by holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (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, or of the holding by any person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section 14.08.

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Without limiting the generality of this
Section 14.08, unless otherwise provided in or pursuant to this Indenture, a holder, including a Depositary that is a holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by holders, and a Depositary that is a holder of a global Security may provide for the beneficial owners of interests in any such global Security to direct such Depositary in taking such action through such Depositary's standing instructions and customary practices. The Depositary shall report only one result of its solicitation of proxies to the Trustee.
(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(c) The ownership, principal amount and serial numbers of Securities held by any person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register.
(d) If the Company shall solicit from the holders of any Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company shall, by Board Resolution, fix in advance a record date for the determination of holders of Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. Such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the holders of Securities of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the holders of Securities 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.
(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by 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 or suffered to be done by the Trustee, any Security Registrar or the Company in reliance thereon, whether or not notation of such action is made upon such Security.
SECTION 14.09.
In any case where the date of maturity of interest on or principal of the Securities or the date fixed for redemption of any Securities shall not be a business day, then payment of interest, principal and premium, if any, may be made on the

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next succeeding business day with the same force and effect as if made on the date of maturity and no interest shall accrue for the period after such date.
SECTION 14.10.
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
SECTION 14.11.
This Indenture and each Security shall be deemed to be a contract made under the law of the State of New York, and for all purposes shall be construed in accordance with the law of said State.
ARTICLE FIFTEEN
SUBORDINATION OF SECURITIES
SECTION 15.01.
The Company, for itself, its successors and assigns, covenants and agrees, and each holder of Securities by his acceptance thereof, likewise covenants and agrees, Indebtedness evidenced by such Securities, including the principal of and premium, if any, on, sinking fund requirements therefor, if any, and interest, if any, on each and all of the Securities are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. The subordination provisions hereof shall be subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law.
SECTION 15.02.
In the event of any distribution of assets or securities of the Company of any kind or character (whether in cash, property or securities) upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary and whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise,
(a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof and premium, if any, thereon and interest due thereon before any payment or distribution of any character (whether in cash, securities or property) is made on account of the principal of (and premium, if any), or interest on or sinking fund requirements, if any, for the indebtedness evidenced by the Securities of any series; and
(b) any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, on account of the indebtedness evidenced by the Securities of any series to which the holders of such

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Securities or the Trustee would be entitled except for the provisions of this Article Fifteen shall be paid or delivered by the Company or any trustee in bankruptcy, receiver, assignee for benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Indebtedness at the time outstanding or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, pro rata, as their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, on account of the indebtedness evidenced by the Securities of any series shall be received by the Trustee or the holders of such Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, pro rata, as their respective interests may appear, for application to the payment of all such Senior Indebtedness, to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
The Company shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Company within the meaning of this Section 15.02. Upon any payment or distribution of assets or securities of the Company referred to in this Section 15.02, the Trustee, subject to the provisions of Section 10.01, shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for benefit of creditors or other liquidating agent making such payment or distribution, delivered to the Trustee or to the holders of Securities of any series, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 15.02. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.02, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.02, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such

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payment. Nothing in this Section 15.02 shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 10.05.
Subject to the payment in full of all Senior Indebtedness, the holders of the Securities of any series shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company made on the Senior Indebtedness until the principal of and premium, if any, and interest on the Securities shall be paid in full and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of cash, property, or securities, to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article Fifteen, and no payment over pursuant to the provisions of this Article Fifteen to the holders of Senior Indebtedness by the holders of the Securities or the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of Securities, be deemed to be a payment by the Company to or on account of Senior Indebtedness, it being understood that the provisions of this Article Fifteen are, and are intended, solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.
SECTION 15.03.
Nothing contained in this Article Fifteen or elsewhere in this Indenture, or in any of the Securities of any series, is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities, as and when the same shall become due and payable in accordance with their terms, or affect the relative rights of the holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the provisions of Article Six and the rights, if any, under this Article Fifteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.
SECTION 15.04.
(a) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, or upon the maturity of the Securities of such series by acceleration thereof under Article 6, then all principal and interest on all such matured Senior Indebtedness, or on all Senior Indebtedness outstanding at the time of such acceleration under Article 6, respectively, shall first be paid in full before any direct or indirect payment (in cash, property, securities, by set-off or otherwise) on account of principal (and premium, if any) or interest is made upon the Securities.
(b) Upon a default in the payment of principal (and premium, if any) or interest with respect to any Senior Indebtedness, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on

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account of the principal of (and premium, if any) or interest on the Securities or as a sinking fund, if any, for the Securities (except sinking fund payments, if any, made in Securities acquired by the Company prior to such default), or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event that, notwithstanding the foregoing, any direct or indirect payment or distribution shall be received by the Trustee or by any holder of the Securities in contravention of the provisions of Section 15.02 or this paragraph (b), then such payments shall be held for the benefit of, and shall be paid over to, the holders of all Senior Indebtedness at the time outstanding or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the pro rata payment of all such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
(c) Upon the happening of an event of default (other than a default in the payment of principal, premium, if any, or interest) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, then, unless and until such event of default (other than a default in the payment of principal, premium, if any, or interest) shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (and premium, if any) or interest on the Securities or as a sinking fund, if any, for the Securities (except sinking fund payments, if any, made in Securities acquired by the Company prior to such event of default), or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event that, notwithstanding the foregoing, any direct or indirect payment or distribution shall be received by the Trustee or any holder of the Securities in contravention of the provisions of Section 15.02 or this paragraph (c), then such payments shall be held for the benefit of, and shall be paid over to, the holders of all Senior Indebtedness at the time outstanding or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the pro rata payment of all such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
SECTION 15.05.
Nothing contained in this Article Fifteen or elsewhere in this Indenture, or in any of the Securities, shall
(a) prevent the Company from making any payment on account of principal of (and premium, if any), sinking fund or interest on such Securities, or deposits of moneys for such payments with the Trustee or any paying agent, except during the existence of any of the conditions described in Section 15.02 or
Section 15.04, or

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(b) prevent the Trustee, notwithstanding the existence of any of the conditions described in
Section 15.02 or Section 15.04, from applying any moneys deposited with it hereunder for such purpose to the payment of the principal of (and premium, if any), sinking fund for or interest on the Securities, unless, at least one full business day prior to the date upon which such payment would otherwise (except for the existence of any such condition) become due and payable, the Trustee shall have received written notice of the existence of any such condition and describing the same from the Company or any holder of Senior Indebtedness or any trustee or agent for or similar representative of any such holder, or
(c) result in charging the Trustee with knowledge of the existence of Senior Indebtedness or, in the absence of written notice of the existence of any condition described in Sections 15.02 or 15.04 hereof, with knowledge of the existence of such condition.
SECTION 15.06.
The Trustee shall be entitled to all the rights set forth in this Article Fifteen in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Any amounts due to the Trustee pursuant to Section 10.07 hereof shall be deemed to be Senior Indebtedness.
SECTION 15.07.
No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.
SECTION 15.08.
Each holder of a Security of any series by his acceptance thereof (i) hereby irrevocably authorizes and empowers (but without imposing any obligation on) each holder of any Senior Indebtedness at the time outstanding and such holder's representatives, to demand, sue for, collect, receive and receipt for such holder's ratable share of payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Indebtedness as provided in Sections 15.02 and 15.04 hereof, and to file and prove all claims therefor and take all such other action (including the right to vote such holder's ratable share of such Securities) in the name of the holders of the Securities, or otherwise, as such holder or such holder's representatives may determine to be necessary or appropriate for the enforcement of the provisions of Sections 15.02 and 15.04 above; and (ii) agrees to execute and deliver to each holder of Senior Indebtedness, and such holder's representatives, all such further instruments confirming the authorization hereinabove set forth, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action as may be requested by such holder or such holder's representatives in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Securities.

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Each holder of a Security of any series by his acceptance thereof authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Indebtedness and the holders of such Securities, the subordination as provided in this Article Fifteen, and appoints the Trustee his attorney-in-fact for any and all such purposes.
SECTION 15.09.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall mistakenly pay over or distribute to holders of Securities or the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise.
SECTION 15.10.
Notwithstanding anything herein contained to the contrary, all the provisions of this Indenture shall be subject to the provisions of this Article Fifteen, except that this Article Fifteen is subject to the provisions of Section 5.03.

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IN WITNESS WHEREOF, The Dial Corp has caused this Indenture to be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and Continental Bank, National Association, has caused this Indenture to be executed in its corporate name by one of its authorized officers thereunto duly authorized, all as of June 1, 1994.
THE DIAL CORP
[Seal]
By: ______________________________ Attest:

CONTINENTAL BANK,
NATIONAL ASSOCIATION,
as Trustee
[Seal]
By: ______________________________
Attest:

STATE OF             )
                     )  ss.:
COUNTY OF            )	

On the ____ day of _______, 1994, before me personally came ________________________, to me personally known, who, being by me duly sworn, did depose and say that he resides at __________________________; is _____________________ of The Dial Corp, one of the parties described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of The Dial Corp.

Name

[Notarial Seal]

STATE OF                         )
                                 ) ss.:
COUNTY OF                        )	

On the ____ day of _______, 1994, before me personally came ______________________, to me known, who, being by me duly sworn, did depose and say that he resides at ________________________________; is ___________________________ of ____________________________, one of the parties described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of _______________________.

Name

[Notarial Seal]

S & S DRAFT
 6/24/94
Exhibit 4.8
[FORM OF GLOBAL SECURITY]
[FORM OF FACE]
FOR PURPOSES OF SECTIONS 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS ______________________, 19__, [___ AND] THE YIELD TO MATURITY IS ___% [, THE METHOD USED TO DETERMINE THE YIELD IS ____________________ AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF _________________, 19__ TO _________________, 19__ IS ____% OF THE PRINCIPAL AMOUNT OF THIS SECURITY].
THE DIAL CORP
____% Subordinated ________ due ____
No. [R- ] _______________ $__________________
THE DIAL CORP, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ____________________________, or registered assigns, the principal sum of_______________________________ United States Dollars on ____________________________________ [If the Security is interest-bearing, insert --, and to pay interest thereon from _________________ _________________, 19__ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semiannually in arrears on ______________ in each year], commencing _____________, 19__, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [If applicable, insert--, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ____% per annum on any overdue principal and premium and on any overdue installment of interest]. 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 is registered at the close of business on the 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. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly

2
provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid to the person in whose name this Security is registered at the close of business on a subsequent record date for the payment of such defaulted interest to be fixed by the Trustee, such record date to be not less than 5 days prior to the payment of such defaulted interest, notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such 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 of this Security shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also 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 The Borough of Manhattan, The City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts][the option of the Holder (a) at [the Corporate Trust Office of the Trustee] or such other office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts or (b) subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ______________in _____________, or at such other offices or agencies as the Company may designate, by check drawn on, or transfer to a United States dollar account maintained by the payee with, a bank in The City of New York] [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 it set forth at this place.

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Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or thorough an Authentication Agent, by manual signature of an authorized signatory, 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:____________________        THE DIAL CORP
[Corporate Seal]

                                              By:______________________________

Attest:                                       By:______________________________

______________________________________	

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the Indenture described herein.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
as Trustee
By:__________________________________________ Authorized Signatory

[Form of Reverse]
This Security is one of a duly authorized issue of subordinated securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dates as of June 1, 1994 (herein called the "Indenture"), between the Company and Continental Bank, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof[, limited in aggregate principal amount to $____________] in denominations of $_________ and any integral multiple thereof.
[If applicable, insert-- The Securities of this series are subject to redemption [(1)] [If applicable, insert-- on ____________________________ in any year commencing with the year _________ and ending with the year _________ through operation of the sinking fund for this series at a Redemption Price equal to [Insert formula for determining the amount], [and] (2)] [If applicable, insert-- at any time [on or after _______________], 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 [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,]
[If applicable, insert-- [and ( )] under the circumstances described in the next [two] succeeding paragraph[s] at a Redemption Price equal to [Insert formula for determining the amount]] [If the Security is interest-bearing, insert--, 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; provided, however, that installments of interest on this Security whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, of 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 (1) on _____________ in any year commencing with the year ____ and ending with the year ____ through operation of the sinking fund for this series at the Redemption Prices for

2
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 [on or after _____], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _______ of the years indicated.

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

and thereafter at a Redemption Price equal to ___% of the principal amount,
[If applicable, insert-- and (3) under the circumstances described in the next
[two] succeeding paragraph[s] at a Redemption Price equal to [Insert formula for determining the amount]] [If the Security is interest-bearing, insert--, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose State Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, 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].]
[Notwithstanding the foregoing, the Company may not, prior to ________, redeem any Securities of this series as contemplated by Clause [(2)] above 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 the generally accepted financial practice) of less than ____% per annum.]
[The sinking fund for this series provides for the redemption on __________ in each year, beginning with the year _____ and ending with the year _____ of [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 [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made -- in the
[described order] order in which they become due.]]

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Notice of redemption will be given by mail to holders of Securities, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture.
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.
[If applicable, insert -- Subject to and upon compliance with the provisions of the Indenture and any indenture supplemental thereto, Board Resolution or Officers' Certificate related hereto, the Holder hereof has the right, at his option, to convert this Security into Common Shares of the Company at any time before the close of business on __________. [If this Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date by delivering the Security for conversion in accordance with the redemption notice.] The initial conversion price is $_______ per share, subject to adjustment in certain events as more fully described in the Indenture, Board Resolution or Officers' Certificate relating hereto.
To convert this Security, a Holder must (1) complete and sign the Conversion Notice as provided herein on the back of the Security, (2) surrender the Security to the Company at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York,
(3) furnish appropriate endorsements and transfer documents if required by the Company and/or the Trustee, and (4) pay any transfer or similar tax if required.
As more fully described in the Indenture, Board Resolution or Officers' Certificate relating hereto, if the Company is a party to a consolidation or merger or a transfer of all or substantially all of its assets, the right to convert this Security into Common Shares of the Company may be changed into a right to convert it into securities, cash or other assets of the Company or another person.]
The indebtedness evidenced by the Securities is, to the extent and in the manner set forth in the Indenture, expressly subordinated and subject in right or payment to the prior payment in full of all Senior Indebtedness and, upon certain events of insolvency, to the prior payment of all Other Senior Obligations, and this Security is issued subject to such provisions of the Indenture. Each Holder of this Security, by accepting the same, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate such subordination as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes.

4
[If applicable, insert-- The Securities of this series are subject to repayment in whole [or in part] [but not in part], in integral multiples of $____, on _______ [and ______] at the option of the Holder hereof at a Repayment Price equal to ____% of the principal amount thereof [to be repaid], together with interest thereon accrued on the Repayment Date, all as provided in the Indenture[; provided, however, that the principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than [$_____] [the minimum authorized denomination for Securities of this series].] To be repaid at the option of the holder, this Security, with the "Option to Elect Repayment" form duly completed by the holder hereof, must be received by the Company at its office or agency maintained for that purpose in the Borough of Manhattan, the City and State of New York[, which will be located initially at the office of the Trustee at __________], not earlier than 30 days nor later than 15 days prior to the Repayment Date. Exercise of such option by the holder of the Security shall be irrevocable unless waived by the Company. [In the event of repayment of this Security at the option of the holder in part only, a new Security or Securities of this series for the portion hereof not repaid will be issued in the name of the Holder hereof upon the cancellation hereof.]]
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 and overdue 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 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 66-2/3% 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.

5
As set forth in, and subject to, the provisions of the Indenture, no holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the holder hereof for the enforcement of payment of the principal of (and premium, if any) or [any] interest on this Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and [any] interest [(including additional amounts, as described on the face hereof)] on this Security at the times, place[s] 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 premium, if any)] and [any] interest on this Security are payable] [the Borough of Manhattan, The City of New York, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of __________ in __________ and __________ in__________ or at such other offices or agencies as the Company may designate], 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 $ ________________ 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.

6
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 is 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.

7
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay the within Security [(or the portion thereof specified below)], pursuant to its terms, on the "Repayment Date" first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to __________% of the principal amount thereof, together with interest thereon accrued to the Repayment Date, to the undersigned at:

(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received not earlier than 30 days prior to the Repayment Date and not later than 15 days prior to the Repayment Date by the Company at its office or agency in the Borough of Manhattan, the City and State of New York[, which will be located initially at the office of the Trustee at________________________].
[If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $________] or an integral multiple thereof) which is to be repaid: $_________. The principal amount of this Security may not be repaid in part if, following such repayment, the unpaid amount of this Security would be less than
[$______________[the minimum authorized denomination for Securities of this series].]
[If less than the entire principal amount of the within Security is to be repaid, specify the denomination(s) of the Securit(ies) to be issued for the unpaid amount ($___________or any integral multiple of $_____________); $_____________.]
Dated:

Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.

If applicable, insert the following:
CONVERSION NOTICE
To The Dial Corp
The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof below designated, into Common Shares of The Dial Corp in accordance with the terms of the Indenture referred to in this Security, and in accordance with the Applicable Supplemental Indenture, Board Resolution or Officers' Certificate, as the case may be, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any uncoverted principal amount hereof, be issued and delivered to Holder hereof unless a name of a person has been indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned Holder will pay all transfer taxes payable with respect thereto. Any amount to be paid by the undersigned on account of interest accompanies this Security.
Date: ____________________________ _________________________________ Signature

Fill in for registration of shares:          Principal Amount to be converted
__________________________________           (in an integral multiple of $1,000,
__________________________________           if less than all):
__________________________________
__________________________________           $______________

__________________________________           _________________________________
Please print name                            Social Security or other
__________________________________           Taxpayer Identification
Please print address (including              Number

zip code)	

S & S DRAFT
 6/24/94
EXHIBIT 4.9(a)
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS
HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS

THE DIAL CORP
and
________________________________,
Debt Warrant Agent

DEBT WARRANT AGREEMENT
Dated as of______________

TABLE OF CONTENTS*
Page

PARTIES................................................................    1
RECITALS...............................................................    1

                              ARTICLE I

        ISSUANCE OF DEBT WARRANTS AND EXECUTION AND DELIVERY
                     OF DEBT WARRANT CERTIFICATES

1.01.   Issuance of Debt Warrants.......................................   1
1.02.   Form and Execution of Debt Warrant Certificates.................   2
1.03.   Issuance and Delivery of Debt Warrant Certificates..............   3
1.04.   Temporary Debt Warrant Certificates ............................   3
1.05.   Payment of Taxes................................................   4
1.06.   "Holder"........................................................   4

                              ARTICLE II

                 DURATION AND EXERCISE OF DEBT WARRANTS

2.01.   Duration of Debt Warrants.......................................   5
2.02.   Exercise of Debt Warrants.......................................   5

                              ARTICLE III

              OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                            OF DEBT WARRANTS

3.01.   No Rights as Holder of Underlying Debt Security Conferred by Debt
         Warrants or Debt Warrant Certificates...........................  6
3.02.   Lost, Stolen, Destroyed or Mutilated Debt Warrant Certificates...  6
3.03.   Holder of Debt Warrants May Enforce Rights.......................  7

_________________________
* The Table of Contents is not part of the Debt Warrant Agreement.	

ARTICLE IV
EXCHANGE AND TRANSFER OF DEBT WARRANTS

4.01.   [Debt Warrant Register;] Exchange and Transfer of Debt Warrants... 7
4.02.   Treatment of Holders of Debt Warrants............................. 8
4.03.   Cancellation of Debt Warrant Certificates......................... 8

                               ARTICLE V

                  CONCERNING THE DEBT WARRANT AGENT

5.01.   Debt Warrant Agent .............................................   9
5.02.   Conditions of Debt Warrant Agent's Obligations...................  9
5.03.   Resignation and Removal; Appointment of Successor................ 11
5.04.   Office........................................................... 13

                              ARTICLE VI

                             MISCELLANEOUS

6.01.   Consolidation or Merger of the Company and Conveyance or Transfer
         Permitted Subject to Certain Conditions........................  13
6.02.   Rights and Duties of Successor Corporation......................  13
6.03.   Supplements and Amendments......................................  14
6.04.   Notices and Demands to the Company and Debt Warrant Agent.......  14
6.05.   Addresses.......................................................  14
6.06.   Applicable Law..................................................  15
6.07.   Delivery of Prospectus..........................................  15
6.08.   Obtaining Governmental Approvals................................  15
6.09.   Persons Having Rights Under Debt Warrant Agreement..............  15
6.10.   Headings........................................................  15
6.11.   Counterparts....................................................  15
6.12.   Inspection of Agreement.........................................  16

TESTIMONIUM.............................................................  16

SIGNATURES..............................................................  16	

-ii-

THIS DEBT WARRANT AGREEMENT, dated as of _________________, between The Dial Corp, a Delaware corporation (the "Company"), and __________, a __________ organized and existing under the laws of __________, as warrant agent (the "Debt Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of _______________, 19__ (the "Indenture") with [The Chase Manhattan Bank, N.A.] [______________], as trustee (the "Trustee"), providing for the issuance by the Company from time to time, in one or more series, of debt securities evidencing its unsecured, [senior] [subordinated] indebtedness (such debt securities, being referred to as the "Securities"); and
WHEREAS, the Company proposes to issue warrants (the "Debt Warrants") representing the right to purchase Debt Securities of one or more series (the "Underlying Debt Securities"); and
WHEREAS, the Company has duly authorized the execution and delivery of this Debt Warrant Agreement to provide for the issuance of Debt Warrants to be exercisable at such times and for such prices, and to have such other provisions, as shall be fixed as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF DEBT WARRANTS AND EXECUTION AND DELIVERY
OF DEBT WARRANT CERTIFICATES
1.01. Issuance of Debt Warrants.
Debt Warrants may be issued from time to time, together with or separately from any Securities (the "Offered Debt Securities"). Prior to the issuance of any Debt Warrants, there shall be established by or pursuant to a resolution or resolutions duly adopted by the Company's Board of Directors or by any committee thereof duly authorized to act with respect thereto (a "Board Resolution"):
(a) the title and aggregate number of such Debt Warrants;
(b) the offering price of such Debt Warrants;
(c) the title, aggregate principal amount, ranking and terms [(including the subordination and conversion provisions)] of the Underlying Debt Securities that may be purchased upon exercise of such Debt Warrants;

2
(d) the principal amount of Underlying Debt Securities that may be purchased upon exercise of each Debt Warrant and the price, or the manner of determining the price (the "Debt Warrant Price"), at which such principal amount may be purchased upon such exercise;
(e) the time or times at which, or period or periods during which, such Debt Warrants may be exercised and the final date on which such Debt Warrants may be exercised (the "Expiration Date");
(f) the terms of any right to redeem such Debt Warrants;
(g) whether such Debt Warrants are to be issued with any Offered Debt Securities and, if so, the title, aggregate principal amount and terms of any such Offered Debt Securities; the number of Debt Warrants to be issued with each $1,000 principal amount of such Offered Debt Securities (or such other principal amount of such Offered Debt Securities as is provided for in the Board Resolution);
(h) the date, if any, on and after which such Debt Warrants and such Offered Debt Securities will be separately transferable (the "Detachable Date"); and
(i) any other terms of such Debt Warrants not inconsistent with the provisions of this Agreement.
1.02. Form and Execution of Debt Warrant Certificates.
(a) The Debt Warrants shall be evidenced by warrant certificates (the "Debt Warrant Certificates"), which may be in registered or bearer form and otherwise shall be substantially in such form or forms as shall be established by or pursuant to a Board Resolution. Each Debt Warrant Certificate, whenever issued, shall be dated the date it is countersigned by the Debt Warrant Agent and may have such letters, numbers or other identifying marks and such legends or endorsements printed, lithographed or engraved thereon as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any securities exchange on which the Debt Warrants may be listed, or to conform to usage, as the officer of the Company executing the same may approve (such officer's execution thereof to be conclusive evidence of such approval). Each Debt Warrant Certificate shall evidence one or more Debt Warrants.
(b) The Debt Warrant Certificates shall be signed in the name and on behalf of the Company by its Chairman, its President or a Vice President (any reference to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether or not designated by a number or a word or words added before or after the title "Vice President") under its corporate seal, and attested by its Secretary or an Assistant Secretary. Such signatures may be manual or facsimile signatures of the present or

3
any future holder of any such office and may be imprinted or otherwise reproduced on the Debt Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Warrant Certificates.
(c) No Debt Warrant Certificate shall be valid for any purpose, and no Debt Warrant evidenced thereby shall be deemed issued or exercisable, until such Debt Warrant Certificate has been countersigned by the manual or facsimile signature of the Debt Warrant Agent. Such signature by the Debt Warrant Agent upon any Debt Warrant Certificate executed by the Company shall be conclusive evidence that the Debt Warrant Certificate so countersigned has been duly issued hereunder.
(d) In case any officer of the Company who shall have signed any Debt Warrant Certificate either manually or by facsimile signature shall cease to be such officer before the Debt Warrant Certificate so signed shall have been countersigned and delivered by the Debt Warrant Agent, such Debt Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Debt Warrant Certificate had not ceased to be such officer of the Company; and any Debt Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Debt Warrant Certificate, shall be the proper officer of the Company, although at the date of the execution of this Agreement such person was not such an officer.
1.03. Issuance and Delivery of Debt Warrant Certificates.
At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Debt Warrant Certificates executed by the Company to the Debt Warrant Agent for countersignature. Except as provided in the following sentence, the Debt Warrant Agent shall thereupon countersign and deliver such Debt Warrant Certificates to or upon the written request of the Company. Subsequent to the original issuance of a Debt Warrant Certificate evidencing Debt Warrants, the Debt Warrant Agent shall countersign a new Debt Warrant Certificate evidencing such Debt Warrants only if such Debt Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Debt Warrant Certificates evidencing such Debt Warrants or in connection with their transfer, as hereinafter provided.
1.04. Temporary Debt Warrant Certificates.
Pending the preparation of definitive Debt Warrant Certificates, the Company may execute, and upon the order of the Company the Debt Warrant Agent shall countersign and deliver, temporary Debt Warrant Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the definitive Debt Warrant Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officer executing such Debt Warrant Certificates may determine, as evidenced by such officer's execution of such Debt Warrant Certificates.

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If temporary Debt Warrant Certificates are issued, the Company will cause definitive Debt Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Debt Warrant Certificates, the temporary Debt Warrant Certificates shall be exchangeable for definitive Debt Warrant Certificates upon surrender of the temporary Debt Warrant Certificates at the corporate trust office of the Debt Warrant Agent
[or ___________________], without charge to the Holder, as defined in Section 1.06 hereof. Upon surrender for cancellation of any one or more temporary Debt Warrant Certificates, the Company shall execute and the Debt Warrant Agent shall countersign and deliver in exchange therefor definitive Debt Warrant Certificates representing the same aggregate number of Debt Warrants. Until so exchanged, the temporary Debt Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Debt Warrant Certificates.
1.05. Payment of Taxes.
The Company will pay all stamp and other duties, if any, to which this Agreement or the original issuance of the Debt Warrants or Debt Warrant Certificates may be subject under the laws of the United States of America or any state or locality.
1.06. "Holder".
The term "Holder" or "Holders", as used herein with reference to a Debt Warrant Certificate, shall mean [if registered Debt Warrants -- the person or persons in whose name such Debt Warrant Certificate shall then be registered as set forth in the Debt Warrant Register to be maintained by the Debt Warrant Agent pursuant to Section 4.01 for that purpose] [if bearer Debt Warrants -- the bearer of such Debt Warrant Certificate] or, in the case of Debt Warrants that are issued with Offered Debt Securities and cannot then be transferred separately therefrom, [if registered Offered Debt Securities and Debt Warrants that are not then detachable -- the person or persons in whose name the related Offered Debt Securities shall be registered as set forth in the security register to be maintained by the security registrar for such Offered Debt Securities] [if bearer Offered Debt Securities and Debt Warrants that are not then detachable -- the bearer of the related Offered Debt Security], prior to the Detachable Date. [If registered Offered Debt Securities and Debt Warrants that are not then detachable --The Company will, or will cause the security registrar of any such Offered Debt Securities to, make available to the Debt Warrant Agent at all times (including on and after the Detachable Date, in the case of Debt Warrants originally issued with Offered Debt Securities and not subsequently transferred separately therefrom) such information as to holders of Offered Debt Securities with Debt Warrants as may be necessary to keep the Debt Warrant Register up to date.]

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ARTICLE II
DURATION AND EXERCISE OF DEBT WARRANTS
2.01. Duration of Debt Warrants.
Each Debt Warrant may be exercised at the time or times, or during the period or periods, provided by or pursuant to the Board Resolution relating thereto and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Each Debt Warrant not exercised at or before 5:00 P.M., New York City time, on its Expiration Date shall become void, and all rights of the Holder of such Debt Warrant thereunder and under this Agreement shall cease.
2.02. Exercise of Debt Warrants.
(a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.02, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the period or periods referred to in Section 2.01 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities issued.
(b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder.
(c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised.
(d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company.

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(e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing.
(f) The Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF DEBT WARRANTS
3.01. No Rights as Holder of Underlying Debt Security

Conferred by Debt Warrants or Debt Warrant Certificates.
No Debt Warrant or Debt Warrant Certificate shall entitle the Holder to any of the rights of a holder of Underlying Debt Securities, including, without limitation, the right to receive the payment of principal of (or premium, if any) or interest, if any, on Underlying Debt Securities or to enforce any of the covenants in the Indenture.
3.02. Lost, Stolen, Destroyed or Mutilated Debt Warrant

Certificates.
Upon receipt by the Company and the Debt Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Debt Warrant Certificate and of indemnity (other than in connection with any mutilated Debt Warrant Certificates surrendered to the Debt Warrant Agent for cancellation) reasonably satisfactory to them, the Company shall execute, and the Debt Warrant Agent shall countersign and deliver, in exchange for or in lieu of each lost, stolen, destroyed or mutilated Debt Warrant Certificate, a new Debt Warrant Certificate evidencing a like number of Debt Warrants of the same title. Upon the issuance of a new Debt Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection therewith and any other

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expenses (including the fees and expenses of the Debt Warrant Agent) in connection therewith. Every substitute Debt Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Debt Warrant Certificate shall represent a contractual obligation of the Company, whether or not such lost, stolen or destroyed Debt Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Debt Warrant Certificates, duly executed and delivered hereunder, evidencing Debt Warrants of the same title. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of lost, stolen, destroyed or mutilated Debt Warrant Certificates.
3.03. Holder of Debt Warrants May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, a Holder, without the consent of the Debt Warrant Agent, the Trustee, the holder of any Underlying Debt Securities or the Holder of any other Debt Warrant, may, on its own behalf and for its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise in respect of, its right to exercise its Debt Warrant or Debt Warrants in the manner provided in this Agreement and its Debt Warrant Certificate.
ARTICLE IV
EXCHANGE AND TRANSFER OF DEBT WARRANTS
4.01. [Debt Warrant Register;] Exchange and Transfer of Debt

Warrants.
[If registered Debt Warrants -- the Debt Warrant Agent shall maintain, at its corporate trust office [or at ____________________], a register (the "Debt Warrant Register") in which, upon the issuance of Debt Warrants, or on and after the Detachable Date in the case of Debt Warrants not separately transferable prior thereto, and, subject to such reasonable regulations as the Debt Warrant Agent may prescribe, it shall register Debt Warrant Certificates and exchanges and transfers thereof. The Debt Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.]
Except as provided in the following sentence, upon surrender at the corporate trust office of the Debt Warrant Agent [or at _______________], Debt Warrant Certificates may be exchanged for one or more other Debt Warrant Certificates evidencing the same aggregate number of Debt Warrants of the same title, or may be transferred in whole or in part. A Debt Warrant Certificate evidencing Debt Warrants that are not then transferable separately from the Offered Debt Security with which they were issued may be exchanged or transferred prior to its Detachable Date only together with such Offered Debt Security and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt Security; and on or prior to the Detachable Date, [if registered Offered Debt

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Securities and Debt Warrants -- each exchange or transfer of such Offered Debt Security on the security register of the Offered Debt Securities shall operate also to exchange or transfer the related Debt Warrants] [if bearer Offered Debt Securities and Debt Warrants -- an exchange or transfer of possession of the related Offered Debt Security shall operate also to exchange or transfer the related Debt Warrants]. [If registered Debt Warrants -- A transfer shall be registered upon surrender of a Debt Warrant Certificate to the Debt Warrant Agent at its corporate trust office [or at _______________] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Debt Warrant Agent.] Whenever a Debt Warrant Certificate is surrendered for exchange or transfer, the Debt Warrant Agent shall countersign and deliver to the person or persons entitled thereto one or more Debt Warrant Certificates duly executed by the Company, as so requested. The Debt Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Debt Warrant Certificate evidencing a fraction of a Debt Warrant. All Debt Warrant Certificates issued upon any exchange or transfer of a Debt Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Debt Warrant Certificate surrendered for such exchange or transfer.
No service charge shall be made for any exchange or transfer of Debt Warrants, 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 such exchange or transfer, in accordance with Section 2.02(f) hereof.
4.02. Treatment of Holders of Debt Warrants.
Every Holder of a Debt Warrant, by accepting the Debt Warrant Certificate evidencing the same, consents and agrees with the Company, the Debt Warrant Agent and with every other Holder of Debt Warrants of the same title that the Company and the Debt Warrant Agent may treat the Holder of a Debt Warrant Certificate (or, if the Debt Warrant Certificate is not then detachable, the Holder of the related Offered Debt Security) as the absolute owner of such Debt Warrant for all purposes and as the person entitled to exercise the rights represented by such Debt Warrant, any notice to the contrary notwithstanding.
4.03. Cancellation of Debt Warrant Certificates.
In the event that the Company shall purchase, redeem or otherwise acquire any Debt Warrants after the issuance thereof, the Debt Warrant Certificate or Certificates evidencing such Debt Warrants shall thereupon be delivered to the Debt Warrant Agent and be cancelled by it. The Debt Warrant Agent shall also cancel any Debt Warrant Certificate (including any mutilated Debt Warrant Certificate) delivered to it for exercise, in whole or in part, or for exchange
[or transfer] [if Debt Warrant Certificates are issued in bearer form -- , except that Debt Warrant Certificates delivered to the Debt Warrant Agent in exchange for Debt Warrant Certificates of other denominations may be retained by the Debt Warrant Agent for reissue]. Debt Warrant

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Certificates so cancelled shall be delivered by the Debt Warrant Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company.
ARTICLE V
CONCERNING THE DEBT WARRANT AGENT
5.01. Debt Warrant Agent.
The Company hereby appoints ____________________ as Debt Warrant Agent of the Company in respect of the Debt Warrants and the Debt Warrant Certificates upon the terms and subject to the conditions set forth herein; and _________________ hereby accepts such appointment. The Debt Warrant Agent shall have the powers and authority granted to and conferred upon it hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in any Debt Warrant Certificate are subject to and governed by the terms and provisions hereof.
5.02. Conditions of Debt Warrant Agent's Obligations.
The Debt Warrant Agent accepts its obligations set forth herein upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Holders shall be subject:
(a) Compensation and Indemnification.
The Company agrees to promptly pay the Debt Warrant Agent the compensation set forth in Exhibit A hereto and to reimburse the Debt Warrant Agent for reasonable out-of-pocket expenses (including counsel fees) incurred by the Debt Warrant Agent in connection with the services rendered hereunder by the Debt Warrant Agent. The Company also agrees to indemnify the Debt Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including the reasonable costs and expenses of defending against any claim of liability) incurred without negligence or bad faith on the part of the Debt Warrant Agent arisin out of or in connection with its appointment as Debt Warrant Agent hereunder.
(b) Agent for the Company.
In acting under this Agreement and in connection with any Debt Warrant Certificate, the Debt Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any Holder.
(c) Counsel.
The Debt Warrant Agent may consult with counsel satisfactory to it, and the advice of such counsel shall be full and complete

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authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.
(d) Documents.
The Debt Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
(e) Officer's Certificate.
Whenever in the performance of its duties hereunder the Debt Warrant Agent shall reasonably deems it necessary that any fact or matter be proved or established by the Company prior to taking, suffering or omitting any action hereunder the Debt Warrant Agent may (unless other evidence in respect thereof be herein specifically prescribed), in the absence of bad faith on its part, rely upon a certificate signed by the Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company (an "Officer's Certificate") delivered by the Company to the Debt Warrant Agent.
(f) Actions Through Agents.
The Debt Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Debt Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agent or for any loss to the Company resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys and agents.
(g) Certain Transactions.
The Debt Warrant Agent, and any officer, director or employee thereof, may become the owner of, or acquire any interest in, any Debt Warrant, with the same rights that he, she or it would have if it were not the Debt Warrant Agent, and, to the extent permitted by applicable law, he, she or it may engage or be interested in any financial or other transaction with the Company and may serve on, or as depositary, trustee or agent for, any committee or body of holders of Underlying Debt Securities or other obligations of the Company as if it were not the Debt Warrant Agent. Nothing in this Agreement shall be deemed to prevent the Debt Warrant Agent from acting as Trustee under the Indenture.
(h) No Liability for Interest.
The Debt Warrant Agent shall not be liable for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Debt Warrant Certificates, except as otherwise agreed with the Company.

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(i) No Liability for Invalidity.
The Debt Warrant Agent shall incur no liability with respect to the validity of this Agreement (except as to the due execution hereof by the Debt Warrant Agent) or any Debt Warrant Certificate (except as to the countersignature thereof by the Debt Warrant Agent).
(j) No Responsibility for Company Representations.
The Debt Warrant Agent shall not be responsible for any of the recitals or representations contained herein (except as to such statements or recitals as describe the Debt Warrant Agent or action taken or to be taken by it) or in any Debt Warrant Certificate (except as to the Debt Warrant Agent's countersignature on such Debt Warrant Certificate), all of which recitals and representations are made solely by the Company.
(k) No Implied Obligations.
The Debt Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein, and no other duties or obligations shall be implied. The Debt Warrant Agent shall not be under any obligation to take any action hereunder that may subject it to any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Debt Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Debt Warrant Certificate countersigned by the Debt Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance or exercise of Debt Warrants. The Debt Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Debt Warrant Certificate or in case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.04 hereof, to make any demand upon the Company.
5.03. Resignation and Removal; Appointment of Successor.
(a) The Debt Warrant Agent may at any time resign as such by giving written notice to the Company, specifying the date on which such resignation shall become effective; provided that such date shall not be less than 90 days after the date on which such notice is given, unless the Company agrees to accept a shorter notice. The Debt Warrant Agent may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Company and specifying such removal and the date when it shall become effective. Notwithstanding the two preceding sentences, such resignation or removal shall take effect only upon the appointment by the Company, as hereinafter provided, of a successor Debt Warrant Agent (which shall be a bank or trust company organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under the laws of such jurisdiction to exercise corporate trust powers and having at the time of its appointment as Debt Warrant Agent a combined capital and surplus (as set forth in its most

12
recent published report of condition) of at least $50,000,000) and the acceptance of such appointment by such successor Debt Warrant Agent.
(b) In case at any time the Debt Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or similar law, or make an assignment for the benefit of its creditors, or consent to the appointment of a receiver or custodian for all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian for it or for all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of Title 11 of the United States Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy or similar law, or if any public officer shall have taken charge or control of the Debt Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Debt Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Debt Warrant Agent. Upon the appointment as aforesaid of a successor Debt Warrant Agent and acceptance by the successor Debt Warrant Agent of such appointment, the Debt Warrant Agent so superseded shall cease to be Debt Warrant Agent hereunder.
(c) Any successor Debt Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Debt Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Debt Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Debt Warrant Agent shall be entitled to receive, [the Debt Warrant Register and] all monies, securities and other property on deposit with or held by such predecessor (together with any books and records relating thereto), as Debt Warrant Agent hereunder.
(d) The Company shall cause notice of the appointment of any successor Debt Warrant Agent to be [if registered Debt Warrants -- mailed by first-class mail, postage prepaid, to each Holder at its address appearing on the Debt Warrant Register or, in the case of Debt Warrants that are issued with Offered Debt Securities and cannot then be transferred separately therefrom, on the security register for the Offered Debt Securities] [if bearer Debt Warrants -- published in an Authorized Newspaper (as defined in Section 1.01 of the Indenture) in The City of New York [and in such other city or cities as may be specified by the Company] at least twice within any seven-day period]. Such notice shall set forth the name and address of the successor Debt Warrant Agent. Failure to give any notice provided

13
for in this Section 5.03(d), or any defect therein, shall not, however, affect the legality or validity of the appointment of the successor Debt Warrant Agent.
(e) Any corporation into which the Debt Warrant Agent may be merged or converted, or any corporation with which the Debt Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Debt Warrant Agent shall be a party, or any corporation to which the Debt Warrant Agent shall sell or otherwise transfer all or substantially all of its assets and business, shall be the successor Debt Warrant Agent under this Agreement without the execution or filing of any paper, the giving of any notice to Holders or any further act on the part of the parties hereto, provided that such corporation be qualified as aforesaid.
5.04. Office.
The Company will maintain an office or agency where Debt Warrant Certificates may be presented for exchange[, transfer] or exercise. The office initially designated for this purpose shall be the corporate trust office of the Debt Warrant Agent at _______________.
ARTICLE VI
MISCELLANEOUS
6.01. Consolidation or Merger of the Company and Conveyance

or Transfer Permitted Subject to Certain Conditions.
To the extent permitted in the Indenture, the Company may consolidate with or merge into another corporation or other entity, or convey or transfer all or substantially all of its properties and assets to any other corporation or other entity.
6.02. Rights and Duties of Successor Corporation.
In case of any such consolidation, merger, conveyance or transfer and upon any assumption of the duties and obligations of the Company by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein, and the Company shall be relieved of any further obligation under this Agreement and the Debt Warrants. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Underlying Debt Securities issuable pursuant to the terms hereof. All the Underlying Debt Securities so issued shall in all respects have the same legal rank and benefit under the Indenture as the Underlying Debt Securities theretofore or thereafter issued in accordance with the terms of this Agreement and the Indenture.

14
In case of any such consolidation, merger, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Underlying Debt Securities thereafter to be issued as may be appropriate.
6.03. Supplements and Amendments.
(a) The Company and the Debt Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holder in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provision in regard to matters or questions arising hereunder that the Company and the Debt Warrant Agent may deem necessary or desirable and that shall not adversely affect the interests of the Holders. Every Holder of Debt Warrants, whether issued before or after any such supplement or amendment, shall be bound thereby. Promptly after the effectiveness of any supplement or amendment that affects the interests of the Holders, the Company shall give notice thereof, as provided in Section 5.03(d) hereof, to the Holders affected thereby, setting forth in general terms the substance of such supplement or amendment.
(b) The Company and the Debt Warrant Agent may modify or amend this Agreement and the Debt Warrant Certificates with the consent of the Holders of not fewer than a majority in number of the then outstanding unexercised Debt Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that shortens the period of time during which the Debt Warrants may be exercised, or otherwise materially and adversely affects the exercise rights of the Holders or reduces the percentage of Holders of outstanding Debt Warrants the consent of which is required for modification or amendment of this Agreement or the Debt Warrants, may be made without the consent of each Holder affected thereby.
6.04. Notices and Demands to the Company and Debt Warrant

Agent.
If the Debt Warrant Agent shall receive any notice or demand addressed to the Company by a Holder pursuant to the provisions of this Agreement or a Debt Warrant Certificate (other than notices relating to the exchange[, transfer] or exercise of Debt Warrants), the Debt Warrant Agent shall promptly forward such notice or demand to the Company.
6.05. Addresses.
Any communications from the Company to the Debt Warrant Agent with respect to this Agreement shall be directed to ____________________, Attention:
_______________, and any communications from the Debt Warrant Agent to the Company with respect to this Agreement shall be directed to The Dial Corp, Dial Tower, Phoenix, Arizona 85077, Attention: Treasurer, with a copy to the Secretary (or such other address as shall be specified in writing by the Debt Warrant Agent or by the Company).

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6.06. Applicable Law.
This Agreement and the Debt Warrants shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
6.07. Delivery of Prospectus.
The Company will furnish to the Debt Warrant Agent sufficient copies of a prospectus or prospectuses relating to the Underlying Debt Securities deliverable upon exercise of any outstanding Debt Warrants (each a "Prospectus"), and the Debt Warrant Agent agrees to deliver to the Holder of a Debt Warrant, prior to or concurrently with the delivery of the Underlying Debt Securities issued upon the exercise thereof, a copy of the Prospectus relating to such Underlying Debt Securities.
6.08. Obtaining Governmental Approvals.
The Company will take such action as may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities, and will make all filings under federal and state securities laws (including, without limitation, the maintenance of the effectiveness of a registration statement in respect of the Underlying Debt Securities under the Securities Act of 1933), as may be or become requisite in connection with the issuance, sale, transfer and delivery of Debt Warrants and Debt Warrant Certificates, the exercise of Debt Warrants and the issuance, sale and delivery of Underlying Debt Securities issued upon exercise of Debt Warrants.
6.09. Persons Having Rights Under Debt Warrant Agreement.
Nothing in this Agreement, expressed or implied, and nothing that may be inferred from any of the provisions hereof is intended or shall be construed to confer upon or give to any person or corporation other than the Company, the Debt Warrant Agent and the Holders any right, remedy or claim under or by reason of this Agreement or any covenant, condition, stipulation, promise or agreement herein; and all covenants, conditions, stipulations, promises and agreements herein shall be for the sole and exclusive benefit of the Company, the Debt Warrant Agent and their respective successors and the Holders.
6.10. Headings.
The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
6.11. Counterparts.
This Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party hereto, all such counterparts taken together shall constitute one and the same agreement.

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6.12. Inspection of Agreement.
A copy of this Agreement shall be available during business hours at the office of the Debt Warrant Agent for inspection by any Holder. The Debt Warrant Agent may require such Holder to submit its Debt Warrant Certificate for inspection prior to making such copy available.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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.
THE DIAL CORP

[Seal]
                                            By________________________________
Attest:                                       Name:
                                              Title:

__________________________________
Name:	

Title:

[Seal]
Attest:

__________________________________          By________________________________
Name:                                         Name:
Title:                                        Title:	

Exhibit A
to
Debt Warrant Agreement
dated as of _______________, 19__
[Compensation of Debt Warrant Agent]

S & S DRAFT
 6/24/94
EXHIBIT 4.9(b)
OPTIONS REPRESENTED IN BRACKETED OR BLANK SECTIONS
HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS

COMMON STOCK WARRANT AGREEMENT
dated as of _______________, 19__
FOR
[UP TO _____] COMMON STOCK WARRANTS
EXPIRING _______________, 19__
between
THE DIAL CORP
and
[NAME OF COMMON STOCK WARRANT AGENT],
as Common Stock Warrant Agent

TABLE OF CONTENTS*

                                                                           Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1	

ARTICLE I
ISSUANCE OF COMMON STOCK WARRANTS AND EXECUTION AND
DELIVERY OF COMMON STOCK WARRANT CERTIFICATES

SECTION 1.01.   Issuance of Common Stock Warrants. . . . . . . . . . . .  . . 1
SECTION 1.02.   Form and Execution of Common Stock Warrant Certificates . . . 2
SECTION 1.03.   Issuance and Delivery of Common Stock Warrant Certificates. . 3
SECTION 1.04.   Temporary Common Stock Warrant Certificates . . . . . . . . . 3
SECTION 1.05.   Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.06.   "Holder". . . . . . . . . . . . . . . . . . . . . . . . . . . 4

                                   ARTICLE II
                 DURATION AND EXERCISE OF COMMON STOCK WARRANTS

SECTION 2.01.   Duration of Common Stock Warrants . . . . . . . . . . . . . . 5
SECTION 2.02.   Exercise of Common Stock Warrants . . . . . . . . . . . . . . 5
SECTION 2.03.   Common Stock Warrant Adjustments. . . . . . . . . . . . . . . 6

                                  ARTICLE III
                 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                            OF COMMON STOCK WARRANTS

SECTION 3.01.   Holders of Common Stock Warrants May Enforce Rights . . . . . 7
SECTION 3.02.   Merger, Consolidation, Sale, Transfer or Conveyance . . . . . 7
SECTION 3.03.   Treatment of Holders of Common Stock
                  Warrant Certificates. . . . . . . . . . . . . . . . . . . . 8	

* The Table of Contents is not a part of the Common Stock Warrant Agreement.

ARTICLE IV
EXCHANGE AND TRANSFER OF COMMON STOCK WARRANTS

SECTION 4.01.   Common Stock Warrant Register; Exchange and Transfer
                  of Common Stock Warrants. . . . . . . . . . . . . . . . . . 8
SECTION 4.02.   Treatment of Holders of Common Stock Warrants . . . . . . . . 9
SECTION 4.03.   Cancellation of Common Stock Warrant
                  Certificates. . . . . . . . . . . . . . . . . . . . . . . .10

                                   ARTICLE V
                   CONCERNING THE COMMON STOCK WARRANT AGENT

SECTION 5.01.   Common Stock Warrant Agent. . . . . . . . . . . . . . . . . .10
SECTION 5.02.   Conditions of Common Stock Warrant Agent's Obligations. . . .10
SECTION 5.03.   Compliance with Applicable Laws . . . . . . . . . . . . . . .13
SECTION 5.04.   Resignation and Appointment of Successor. . . . . . . . . . .13

                                   ARTICLE VI
                                 MISCELLANEOUS

SECTION 6.01.   Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .15
SECTION 6.02.   Notices and Demands to the Company
                  and Common Stock Warrant Agent. . . . . . . . . . . . . . .15
SECTION 6.03.   Addresses for Notices . . . . . . . . . . . . . . . . . . . .15
SECTION 6.04.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . .15
SECTION 6.05.   Governmental Approvals. . . . . . . . . . . . . . . . . . . .16
SECTION 6.06.   Persons Having Rights Under Common
                  Stock Warrant Agreement . . . . . . . . . . . . . . . . . .16
SECTION 6.07.   Delivery of Prospectus. . . . . . . . . . . . . . . . . . . .16
SECTION 6.08.   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 6.09.   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 6.10.   Inspection of Agreement . . . . . . . . . . . . . . . . . . .16

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17	

(ii)

This COMMON STOCK WARRANT AGREEMENT, dated as of _______________, between The Dial Corp, a Delaware corporation (the "Company"), and ____________________, a _______________ organized and existing under the laws of __________, as warrant agent (the "Common Warrant Agent").
WHEREAS, the Company proposes to sell [title of preferred stock, common stock or other securities being offered (the "Offered Securities") with] certificates evidencing one or more warrants (the "Common Stock Warrants" or, individually, a "Common Stock Warrant") representing the right to purchase shares of the common stock, par value $1.50 per share, of the Company (the "Common Stock"), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the "Common Stock Warrant Certificates"; and
WHEREAS, the Company has duly authorized the execution and delivery of this Common Stock Warrant Agreement to provide for the issuance of Common Stock Warrants to be exercisable at such times and for such prices, and to have such other provisions, as shall be fixed as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF COMMON STOCK WARRANTS AND EXECUTION AND
DELIVERY OF COMMON STOCK WARRANT CERTIFICATES
SECTION 1.01. Issuance of Common Stock Warrants.
Common Stock Warrants may be issued, from time to time, together with or separately from Offered Securities. Prior to the issuance of any Common Stock Warrants, there shall be established by or pursuant to a resolution or resolutions duly adopted by the Company's Board of Directors or by any committee thereof duly authorized to act with respect thereto (a "Board Resolution"):
(1) The title and aggregate number of such Common Stock Warrants.
(2) The offering price of such Common Stock Warrants.
(3) The number of shares of Common Stock that may be purchased upon exercise of each such Common Stock Warrant; the price, or the manner of determining the price (the "Common Stock Warrant Price"), at which such shares of Common Stock may be purchased upon exercise of the Common Stock Warrants; if other than cash, the property and manner in which the exercise price may be paid;

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and any minimum number of such Common Stock Warrants that
are exercisable at any one time.
(4) The time or times at which, or period or periods during which, such Common Stock Warrants may be exercised and the final date on which such Common Stock Warrants may be exercised (the "Expiration Date").
(5) The terms of any right to redeem such Common Stock Warrants.
(6) The terms of any right of the Company to accelerate the Common Stock Warrants upon the occurence of certain events.
(7) Whether such Common Stock Warrants are to be issued with any other Offered Securities and, if so, the number and terms of any such Offered Securities and the number of Common Stock Warrants to be issued with each Offered Security.
(8) The date, if any, on and after which the Common Stock Warrants and the Offered Securities will be separately transferable (the "Detachable Date").
(9) Any other terms of such Common Stock Warrants not inconsistent with the provisions of this Agreement.
SECTION 1.02. Form and Execution of Common Stock

Warrant Certificates.
(a) The Common Stock Warrants shall be evidenced by warrant certificates (the "Common Stock Warrant Certificates"), which shall be in registered form and substantially in such form or forms as shall be established by or pursuant to a Board Resolution. Each Common Stock Warrant Certificate, whenever issued, shall be dated the date it is countersigned by the Common Stock Warrant Agent and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed or engraved thereon as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Common Stock Warrants may be listed, or to conform to usage, as the officer of the Company executing the same may approve (his execution thereof to be conclusive evidence of such approval). Each Common Stock Warrant Certificate shall evidence one or more Common Stock Warrants.
(b) The Common Stock Warrant Certificates shall be signed in the name and on behalf of the Company by its Chairman, its President or a Vice President (any reference to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether or not designated by a number or a word or words added before or after the title "Vice President") under its corporate seal, and attested by its Secretary or an Assistant Secretary. Such signatures may be manual or facsimile signatures

3
of the present or any future holder of any such office and may be imprinted or otherwise reproduced on the Common Stock Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Common Stock Warrant Certificates.
(c) No Common Stock Warrant Certificate shall be valid for any purpose, and no Common Stock Warrant evidenced thereby shall be deemed issued or exercisable, until such Common Stock Warrant Certificate has been countersigned by the manual or facsimile signature of the Common Stock Warrant Agent. Such signature by the Common Stock Warrant Agent upon any Common Stock Warrant Certificate executed by the Company shall be conclusive evidence that the Common Stock Warrant Certificate so countersigned has been duly issued hereunder.
(d) In case any officer of the Company who shall have signed any Common Stock Warrant Certificate either manually or by facsimile signature shall cease to be such officer before the Common Stock Warrant Certificate so signed shall have been countersigned and delivered by the Common Stock Warrant Agent, such Common Stock Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Common Stock Warrant Certificate had not ceased to be such officer of the Company; and any Common Stock Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Common Stock Warrant Certificate, shall be the proper officer of the Company, although at the date of the execution of this Agreement such person was not such an officer.
SECTION 1.03. Issuance and Delivery of Common Stock

Warrant Certificates.
At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Common Stock Warrant Certificates executed by the Company to the Common Stock Warrant Agent for countersignature. Except as provided in the following sentence, the Common Stock Warrant Agent shall thereupon countersign and deliver such Common Stock Warrant Certificates to or upon the written request of the Company. Subsequent to the original issuance of a Common Stock Warrant Certificate evidencing Common Stock Warrants, the Common Stock Warrant Agent shall countersign a new Common Stock Warrant Certificate evidencing such Common Stock Warrants only if such Common Stock Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Common Stock Warrant Certificates evidencing such Common Stock Warrants or in connection with their transfer, as hereinafter provided.
SECTION 1.04. Temporary Common Stock Warrant Certificates.
Pending the preparation of definitive Common Stock Warrant Certificates, the Company may execute, and upon the order of the Company the Common Stock Warrant Agent shall countersign and deliver, temporary Common Stock Warrant Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the definitive

4
Common Stock Warrant Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officer executing such Common Stock Warrant Certificates may determine, as evidenced by his execution of such Common Stock Warrant Certificates.
If temporary Common Stock Warrant Certificates are issued, the Company will cause definitive Common Stock Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Common Stock Warrant Certificates, the temporary Common Stock Warrant Certificates shall be exchangeable for definitive Common Stock Warrant Certificates upon surrender of the temporary Common Stock Warrant Certificates at the corporate trust office of the Common Stock Warrant Agent [or ___________], without charge to the Holder, as defined in Section 1.06 hereof. Upon surrender for cancellation of any one or more temporary Common Stock Warrant Certificates, the Company shall execute and the Common Stock Warrant Agent shall countersign and deliver in exchange therefor definitive Common Stock Warrant Certificates representing the same aggregate number of Common Stock Warrants. Until so exchanged, the temporary Common Stock Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Common Stock Warrant Certificates.
SECTION 1.05. Payment of Taxes. The Company will pay all stamp and other duties, if any, to which this Agreement or the original issuance of the Common Stock Warrants or Common Stock Warrant Certificates may be subject under the laws of the United States of America or any state or locality.

SECTION 1.06. "Holder".
The term "Holder" or "Holders", as used herein with reference to a Common Stock Warrant Certificate, shall mean the person or persons in whose name such Common Stock Warrant Certificate shall then be registered as set forth in the Common Stock Warrant Register to be maintained by the Common Stock Warrant Agent pursuant to Section 4.01 for that purpose or, in the case of Common Stock Warrants that are issued with Offered Securities and cannot then be transferred separately therefrom, [if registered Offered Securities and Common Stock Warrants that are not then detachable -- the person or persons in whose name the related Offered Securities shall be registered as set forth in the security register for such Offered Securities, prior to the Detachable Date.] [If registered Offered Securities and Common Stock Warrants that are not then detachable -- the Company will, or will cause the security registrar of any such Offered Securities to, make available to the Common Stock Warrant Agent at all times (including on and after the Detachable Date, in the case of Common Stock Warrants originally issued with Offered Securities and not subsequently transferred separately therefrom) such information as to holders of Offered Securities with Common Stock Warrants as may be necessary to keep the Common Stock Warrant Register up to date.]

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ARTICLE II
DURATION AND EXERCISE OF COMMON STOCK WARRANTS
SECTION 2.01. Duration of Common Stock Warrants.
Each Common Stock Warrant may be exercised at the time or times, or during the period or periods, provided by or pursuant to the Board Resolution relating thereto and specified in the Common Stock Warrant Certificate evidencing such Common Stock Warrant. Each Common Stock Warrant not exercised at or before 5:00 P.M., New York City time, on its Expiration Date shall become void, and all rights of the Holder of such Common Stock Warrant thereunder and under this Agreement shall cease, provided that the Company reserves the right to, and may, in its sole discretion, at any time and from time to time, at such time or times as the Company so determines, extend the expiration date of the Common Stock Warrants for such periods of time as it chooses; further provided that in no case may the expiration date of the Common Stock Warrants (as extended) be extended beyond five years from the expiration date set forth above. Whenever the expiration date of the Common Stock Warrants is so extended, the Company shall, at least 20 days prior to the then expiration date, cause to be mailed to the Common Stock Warrant Agent and the registered Holders of the Common Stock Warrants in accordance with the provisions of Section 5.03 hereof a notice stating that the expiration date has been extended and setting forth the new expiration date. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Common Stock Warrant.
SECTION 2.02. Exercise of Common Stock Warrants.
(a) The Holder of a Common Stock Warrant shall have the right, at its option, to exercise such Common Stock Warrant and, subject to subsection (e) of this Section 2.02, purchase the number of shares of Common Stock provided for therein at the time or times or during the period or periods referred to in Section 2.01 and specified in the Common Stock Warrant Certificate evidencing such Common Stock Warrant. No fewer than the minimum number of Common Stock Warrants as set forth in the Common Stock Warrant Certificate may be exercised by or on behalf of any one Holder at any one time. Except as may be provided in a Common Stock Warrant Certificate, a Common Stock Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Common Stock Warrant Certificate, by duly executing the same, and by delivering the same, together with payment in full of the Common Stock Warrant Price, in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, to the Common Stock Warrant Agent. Except as may be provided in a Common Stock Warrant Certificate, the date on which such Common Stock Warrant Certificate and payment are received by the Common Stock Warrant Agent as aforesaid shall be deemed to be the date on which the Common Stock Warrant is exercised and the relevant shares of Common Stock are issued.

6
(b) Upon the exercise of a Common Stock Warrant, the Company shall issue, to or upon the order of the Holder of such Common Stock Warrant, the shares of Common Stock to which such Holder is entitled, registered, in the case of shares of Common Stock in registered form, in such name or names as may be directed by such Holder.
(c) The Common Stock Warrant Agent shall deposit all funds received by it in payment of the Common Stock Warrant Price for Common Stock Warrants in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Common Stock Warrant Price for Common Stock Warrants is received of the amount so deposited in its account. The Common Stock Warrant Agent shall promptly confirm such telephone advice in writing to the Company.
(d) The Common Stock Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Common Stock Warrants of each title exercised as provided herein,
(ii) the instructions of each Holder of such Common Stock Warrants with respect to delivery of the Common Stock issued upon exercise of such Common Stock Warrants to which such Holder is entitled upon such exercise, and (iii) such other information as the Company or such Trustee shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing.
(e) The Company will pay all documentary stamp taxes attributable to the initial issuance of Common Stock Warrants; provided, however, that the Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock (and the Holder's purchase of the shares of Common Stock issued upon the exercise of such Holder's Common Stock Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.
SECTION 2.03. Common Stock Warrant Adjustments.
The terms and conditions, if any, on which the exercise price of and/or the number of shares of Common Stock covered by a Common Stock Warrant are subject to adjustments will be set forth in the Prospectus Supplement relating thereto. Such terms will include the adjustment mechanism for the exercise price of, and the number of shares of Common Stock covered by, a Common Stock Warrant, the events requiring such adjustments, the events upon which the Company may, in lieu of making such adjustments, make proper provisions so that the Holder, upon exercise of such Holder's Common Stock Warrant, would be treated as if such Holder had been a holder of the Common Stock received upon such exercise, prior to the occurrence of such events, and provisions affecting exercise of the Common Stock Warrants in the event of certain events affecting the Common Stock.

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ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF COMMON STOCK WARRANTS
SECTION 3.01. Holders of Common Stock Warrants May Enforce

Rights.
Notwithstanding any of the provisions of this Agreement, any Holder may, without the consent of the Common Stock Warrant Agent, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise his Common Stock Warrants as provided in the Common Stock Warrants and in this Agreement.
SECTION 3.02. Merger, Consolidation, Sale, Transfer

or Conveyance.
(a) In case any of the following shall occur while any Common Stock Warrants are outstanding: (i) any reclassification or change of the outstanding shares of Common Stock; or (ii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Common Stock issuable upon exercise of the Common Stock Warrants); or (iii) any sale, conveyance or lease to another corporation of the property of the Company as an entirety or substantially as an entirety; then the Company, or such successor or purchasing corporation, as the case may be, shall make appropriate provision by amendment of this Agreement or otherwise so that the Holders of the Common Stock Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Common Stock Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, conveyance or lease as would be received by a holder of the number of shares of Common Stock issuable upon exercise of such Common Stock Warrant immediately prior to such reclassification, change, consolidation, merger, sale, conveyance or lease, and, in the case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Common Stock Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Common Stock Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver Common Stock in its own name, in fulfillment of its obligations to deliver Common Stock upon exercise of the Common Stock Warrants. All the Common Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Common Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Common Stock Warrants had been issued at the date of the

8
execution hereof. In any case of any such reclassification, change, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Common Stock Warrants thereafter to be issued as may be appropriate.
(b) The Common Stock Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such merger, consolidation, sale, transfer, conveyance or other disposition of substantially all of the assets of the Company complies with the provisions of this Section 3.02.
SECTION 3.03. Treatment of Holders of Common Stock Warrant

Certificates.
(A) In the event that the Common Stock Warrants are offered together with, and, prior to the Detachable Date, are not detachable to, Offered Securities, the Company, the Common Stock Warrant Agent and all other persons may, prior to such Detachable Date, treat the holder of the Offered Security as the Holder of the Common Stock Warrant Certificates initially attached thereto for any purpose and as the person entitled to exercise the rights represented by the Common Stock Warrants evidenced by such Common Stock Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date and prior to due presentment of a Common Stock Warrant Certificate for registration of transfer, the Company and the Common Stock Warrant Agent may treat the registered Holder of a Common Stock Warrant Certificate as the absolute Holder thereof for any purpose and as the person entitled to exercise the rights represented by the Common Stock Warrants evidenced thereby, any notice to the contrary notwithstanding.
(B) In all other cases, the Company and the Common Stock Warrant Agent may treat the registered Holder of a Common Stock Warrant Certificate as the absolute Holder thereof for any purpose and as the person entitled to exercise the rights represented by the Common Stock Warrants evidenced thereby, any notice to the contrary notwithstanding.
ARTICLE IV
EXCHANGE AND TRANSFER OF COMMON STOCK WARRANTS
SECTION 4.01. Common Stock Warrant Register;

Exchange and Transfer of Common Stock Warrants.
The Common Stock Warrant Agent shall maintain, at its corporate trust office
[or at __________], a register (the "Common Stock Warrant Register") in which, upon the issuance of Common Stock Warrants, or on and after the Detachable Date in the case of Common Stock Warrants not separately transferable prior thereto, and, subject to such reasonable regulations as the Common Stock Warrant Agent may prescribe, it shall register Common Stock Warrant Certificates and exchanges and transfers thereof. The

9
Common Stock Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.
Except as provided in the following sentence, upon surrender at the corporate trust office of the Common Stock Warrant Agent [or at ____________], Common Stock Warrant Certificates may be exchanged for one or more other Common Stock Warrant Certificates evidencing the same aggregate number of Common Stock Warrants of the same title, or may be transferred in whole or in part. A Common Stock Warrant Certificate evidencing Common Stock Warrants that are not then transferable separately from the Offered Security with which they were issued may be exchanged or transferred prior to its Detachable Date only together with such Offered Security and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security; and on or prior to the Detachable Date, each exchange or transfer of such Offered Security on the Security Register of the Offered Securities shall operate also to exchange or transfer the related Common Stock Warrants. A transfer shall be registered upon surrender of a Common Stock Warrant Certificate to the Common Stock Warrant Agent at its corporate trust office [or at ___________] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Common Stock Warrant Agent. Whenever a Common Stock Warrant Certificate is surrendered for exchange or transfer, the Common Stock Warrant Agent shall countersign and deliver to the person or persons entitled thereto one or more Common Stock Warrant Certificates duly executed by the Company, as so requested. The Common Stock Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Common Stock Warrant Certificate evidencing a fraction of a Common Stock Warrant. All Common Stock Warrant Certificates issued upon any exchange or transfer of a Common Stock Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Common Stock Warrant Certificate surrendered for such exchange or transfer.
No service charge shall be made for any exchange or transfer of Common Stock Warrants, 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 such exchange or transfer, in accordance with Section 2.02(f) hereof.
SECTION 4.02. Treatment of Holders of Common Stock

Warrants.
Every Holder of a Common Stock Warrant, by accepting the Common Stock Warrant Certificate evidencing the same, consents and agrees with the Company, the Common Stock Warrant Agent and with every other Holder of Common Stock Warrants of the same title that the Company and the Common Stock Warrant Agent may treat the Holder of a Common Stock Warrant Certificate (or, if the Common Stock Warrant Certificate is not then detachable, the Holder of the related Offered Security) as the absolute owner of such Common Stock

10
Warrant for all purposes and as the person entitled to exercise the rights represented by such Common Stock Warrant, any notice to the contrary notwithstanding.
SECTION 4.03. Cancellation of Common Stock Warrant

Certificates.
In the event that the Company shall purchase, redeem or otherwise acquire any Common Stock Warrants after the issuance thereof, the Common Stock Warrant Certificate or Certificates evidencing such Common Stock Warrants shall thereupon be delivered to the Common Stock Warrant Agent and be cancelled by it. The Common Stock Warrant Agent shall also cancel any Common Stock Warrant Certificate (including any mutilated Common Stock Warrant Certificate) delivered to it for exercise, in whole or in part, or for exchange or transfer. Common Stock Warrant Certificates so cancelled shall be delivered by the Common Stock Warrant Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company.
ARTICLE V
CONCERNING THE COMMON STOCK WARRANT AGENT
SECTION 5.01. Common Stock Warrant Agent.
The Company hereby appoints ____________________ as Common Stock Warrant Agent of the Company in respect of the Common Stock Warrants upon the terms and subject to the conditions set forth herein; and ________________ hereby accepts such appointment. The Common Stock Warrant Agent shall have the powers and authority granted to and conferred upon it in the Common Stock Warrant Certificates and hereby and such further powers and authority acceptable to it to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Common Stock Warrant Certificates are subject to and governed by the terms and provisions hereof.
SECTION 5.02. Conditions of Common Stock Warrant

Agent's Obligations.
The Common Stock Warrant Agent accepts its obligations set forth herein upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Holders shall be subject:
(a) Compensation and Indemnification.
The Company agrees to promptly pay the Common Stock Warrant Agent the compensation set forth in Exhibit A hereto and to reimburse the Common Stock Warrant Agent for reasonable out-of-pocket expenses (including counsel fees) incurred by the Common Stock Warrant Agent in connection with the services rendered hereunder by the Common Stock Warrant Agent. The Company also agrees to indemnify the Common Stock Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including the

11
reasonable costs and expenses of defending against any claim of liability) incurred without negligence or bad faith on the part of the Common Stock Warrant Agent arising out of or in connection with its appointment as Common Stock Warrant Agent hereunder.
(b) Agent for the Company.
In acting under this Agreement and in connection with any Common Stock Warrant Certificate, the Common Stock Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any Holder.
(c) Counsel.
The Common Stock Warrant Agent may consult with counsel satisfactory to it, and the advice of such 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 accordance with the advice of such counsel.
(d) Documents.
The Common Stock Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
(e) Officer's Certificate.
Whenever in the performance of its duties hereunder the Common Stock Warrant Agent shall reasonably deem it necessary that any fact or matter be proved or established by the Company prior to taking, suffering or omitting any action hereunder, the Common Stock Warrant Agent may (unless other evidence in respect thereof be herein specifically prescribed), in the absence of bad faith on its part, rely upon a certificate signed by the Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company (an "Officer's Certificate") delivered by the Company to the Common Stock Warrant Agent.
(f) Actions Through Agents.
The Common Stock Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Common Stock Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agent or for any loss to the Company resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys and agents.
(g) Certain Transactions.
The Common Stock Warrant Agent, and any officer, director or employee thereof, may become the owner of, or acquire any

12
interest in, any Common Stock Warrant, with the same rights that he, she or it would have if it were not the Common Stock Warrant Agent, and, to the extent permitted by applicable law, he, she or it may engage or be interested in any financial or other transaction with the Company and may serve on, or as depositary, trustee or agent for, any committee or body of holders of Underlying Debt Securities or other obligations of the Company as if it were not the Common Stock Warrant Agent.
(h) No Liability for Interest.
The Common Stock Warrant Agent shall not be liable for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Common Stock Warrant Certificates, except as otherwise agreed with the Company.
(i) No Liability for Invalidity.
The Common Stock Warrant Agent shall incur no liability with respect to the validity of this Agreement (except as to the due execution hereof by the Common Stock Warrant Agent) or any Common Stock Warrant Certificate (except as to the countersignature thereof by the Common Stock Warrant Agent).
(j) No Responsibility for Company

Representations.
The Common Stock Warrant Agent shall not be responsible for any of the recitals or representations contained herein (except as to such statements or recitals as describe the Common Stock Warrant Agent or action taken or to be taken by it) or in any Common Stock Warrant Certificate (except as to the Common Stock Warrant Agent's countersignature on such Common Stock Warrant Certificate), all of which recitals and representations are made solely by the Company.
(k) No Implied Obligations. The Common Stock Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein, and no other duties or obligations shall be implied. The Common Stock Warrant Agent shall not be under any obligation to take any action hereunder that may subject it to any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Common Stock Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Common Stock Warrant Certificate countersigned by the Common Stock Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance or exercise of Common Stock Warrants. The Common Stock Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Common Stock Warrant Certificate or in case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise

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or, except as provided in Section 6.04 hereof, to make any demand upon the Company.
SECTION 5.03. Compliance with Applicable Laws.
The Common Stock Warrant Agent agrees to comply with all applicable federal and state laws imposing obligations on it in respect of the services rendered by it under this Common Stock Warrant Agreement and in connection with the Common Stock Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Common Stock Warrant Agent expressly assumes all liability for its failure to comply with any such laws imposing obligations on it, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding.
SECTION 5.04. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the Holders of the Common Stock Warrants, that there shall at all times be a Common Stock Warrant Agent hereunder until all the Common Stock Warrants are no longer exercisable.
(b) The Common Stock Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Common Stock Warrant Agent and acceptance of such appointment by such successor Common Stock Warrant Agent, as hereinafter provided. The Common Stock Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Common Stock Warrant Agent (which shall be a banking institution organized under the laws of the United States of America, or one of the states thereof and having an office or an agent's office south of Chambers Street in the Borough of Manhattan, The City of New York) and the acceptance of such appointment by such successor Common Stock Warrant Agent. In the event a successor Common Stock Warrant Agent has not been appointed and has not accepted its duties within 90 days of the Common Stock Warrant Agent's notice of resignation, the Common Stock Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Common Stock Warrant Agent. The obligation of the Company under
Section 5.02(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Common Stock Warrant Agent.
(c) In case at any time the Common Stock Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall

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admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Common Stock Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Common Stock Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Common Stock Warrant Agent. Upon the appointment as aforesaid of a successor Common Stock Warrant Agent and acceptance by the latter of such appointment, the Common Stock Warrant Agent so superseded shall cease to be Common Stock Warrant Agent hereunder.
(d) Any successor Common Stock Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Common Stock Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Common Stock Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Common Stock Warrant Agent shall be entitled to receive all moneys, securities and other property on deposit with or held by such predecessor, as Common Stock Warrant Agent hereunder.
(e) Any corporation into which the Common Stock Warrant Agent hereunder may be merged or converted or any corporation with which the Common Stock Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Common Stock Warrant Agent shall be a party, or any corporation to which the Common Stock Warrant Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Common Stock Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Common Stock Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendment.
(a) This Agreement and the Common Stock Warrants may be amended by the Company and the Common Stock Warrant Agent, without the consent of the Holders of Common Stock Warrants, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein or in any other manner which the Company may deem
to be

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necessary or desirable and which will not materially and adversely affect the interests of the Holders of the Common Stock Warrants.
(b) The Company and the Common Stock Warrant Agent may modify or amend this Agreement and the Common Stock Warrant Certificates with the consent of the Holders of not fewer than a majority in number of the then outstanding unexercised Common Stock Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that shortens the period of time during which the Common Stock Warrants may be exercised, or otherwise materially and adversely affects the exercise rights of the Holders or reduces the percentage of Holders of outstanding Common Stock Warrants the consent of which is required for modification or amendment of this Agreement or the Common Stock Warrants, may be made without the consent of each Holder affected thereby.
SECTION 6.02. Notices and Demands to the Corporation and

Common Stock Warrant Agent.

If the Common Stock Warrant Agent shall receive any notice or demand addressed to the Company by any Holder pursuant to the provisions of the Common Stock Warrant Certificates, the Common Stock Warrant Agent shall promptly forward such notice or demand to the Company.

SECTION 6.03. Addresses for Notices.
Any communications from the Company to the Common Stock Warrant Agent with respect to this Agreement shall be addressed to [name of Common Stock Warrant Agent], [_____________, New York, New York ______], Attention:
[Corporate Trust Department]; any communications from the Common Stock Warrant Agent to the Company with respect to this Agreement shall be addressed to THE DIAL CORP, Dial Tower, Phoenix, Arizona 85077, Attention: Treasurer (with a copy to the Secretary); or such other addresses as shall be specified in writing by the Common Stock Warrant Agent or by the Company.
SECTION 6.04. Governing Law.
This Agreement and the Common Stock Warrants shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
SECTION 6.05. Governmental Approvals.
The Company will from time to time use all reasonable efforts to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the national securities exchange on which the Common Stock Warrants may be listed or authorized for trading from time to time and filings under the United States federal and state laws, which may be or become requisite in connection with the issuance, sale, trading, transfer or delivery of the Common Stock Warrants, and the exercise of the Common Stock Warrants.

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SECTION 6.06. Persons Having Rights Under Common

Stock Warrant Agreement.

Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Common Stock Warrant Agent and the Holders any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of the Company and the Common Stock Warrant Agent and their successors and of the Holders of Common Stock Warrant Certificates.
SECTION 6.07. Delivery of Prospectus. The Company will furnish to the Common Stock Warrant Agent sufficient copies of a prospectus or prospectuses relating to the Common Stock deliverable upon exercise of any outstanding Common Stock Warrants (each, a "Prospectus"), and the Common Stock Warrant, prior to or concurrently with the delivery of the Common Stock issued upon the exercise thereof, a copy of the Prospectus relating to such Common Stock.

SECTION 6.08. Headings. The descriptive headings of the several Articles and Sections and the Table of Contents of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 6.09. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

SECTION 6.10. Inspection of Agreement.
A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Common Stock Warrant Agent, for inspection by the Holders of Common Stock Warrants.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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.
THE DIAL CORP

[Seal]
                                                     By________________________
Attest:                                                Name:
                                                       Title:

______________________________________________
Name:	

Title:

[Seal]
Attest:

_______________________________________________      By________________________
Name:                                                  Name:
Title:                                                 Title:	

                                   Exhibit A
                                       to	

Common Stock Warrant Agreement dated as of ___________, 19__
[Compensation of Common Stock Warrant Agent]

S & S DRAFT
 6/24/94
EXHIBIT 4.10

DEPOSIT AGREEMENT
Dated as of________________________, 19____
among
THE DIAL CORP
and
[NAME OF DEPOSITARY], as Depositary
and
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

TABLE OF CONTENTS

                                                                                              Page
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1	

ARTICLE I
DEFINITIONS

SECTION 1.01.  "Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.02.  "Certificate of Designations" . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.03.  "Certificate of Incorporation". . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.04.  "Common Stock". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.05.  "Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.06.  "Corporate Office". . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.07.  "Deposit Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.08.  "Depositary". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.09.  "Depositary Share"  . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.10.  "Holder". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.11.  "Preferred Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.12.  "Receipt" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.13.  "Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 1.14.  "Securities Act". . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

                                     ARTICLE II

                   FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
                        EXECUTION AND DELIVERY, TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

SECTION 2.01.  Form and Transferability of Receipts. . . . . . . . . . . . . . . . . . .  3
SECTION 2.02.  Deposit of Preferred Stock; Execution and
                      Delivery of  Receipts in Respect Thereof . . . . . . . . . . . . .  4
SECTION 2.03.  Optional Redemption of Preferred Stock. . . . . . . . . . . . . . . . . .  5
SECTION 2.04.  Transfers of Receipts.. . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 2.05.  Combinations and Split-ups of Receipts. . . . . . . . . . . . . . . . . .  7
SECTION 2.06.  Surrender of Receipts and Withdrawal of Preferred Stock . . . . . . . . .  7
SECTION 2.07.  Limitations on Execution and Delivery, Transfer, Split-up,
                      Combination, Surrender and Exchange of Receipts. . . . . . . . . .  8
SECTION 2.08.  Lost Receipts, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 2.09.  Cancellation and Destruction of Surrendered Receipts. . . . . . . . . . .  9
SECTION 2.10.  Conversion or Exchange of Preferred Stock into Common
                      Stock or Other Securities. . . . . . . . . . . . . . . . . . . . .  9	

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ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.01.  Filing Proofs, Certificates and Other Information . . . . . . . . . . . . 13
SECTION 3.02.  Payment of Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.03.  Representations and Warranties as to Preferred Stock. . . . . . . . . . . 13
SECTION 3.04.  Representation and Warranty as to Receipts. . . . . . . . . . . . . . . . 14
SECTION 3.05.  Covenants and Representation and Warranty as to Common Stock. . . . . . . 14

                                     ARTICLE IV

                           THE PREFERRED STOCK; NOTICES

SECTION 4.01.  Cash Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.02.  Distributions Other than Cash . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.03.  Subscription Rights, Preferences or Privileges. . . . . . . . . . . . . . 15
SECTION 4.04.  Notice of Dividends; Fixing of Record Date for
                      Holders of Receipts. . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.05.  Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.06.  Changes Affecting Preferred Stock and
                      Reclassifications, Recapitalizations, etc. . . . . . . . . . . . . 17
SECTION 4.07.  Inspection of Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.08.  Lists of Receipt Holders. . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.09.  Tax and Regulatory Compliance . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.10.  Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

                                     ARTICLE V

                         THE DEPOSITARY AND THE COMPANY

SECTION 5.01.  Maintenance of Offices, Agencies and
                      Transfer Books by the Depositary and the Registrar . . . . . . . . 18
SECTION 5.02.  Prevention or Delay in Performance by the Depositary,
                      Any Agent, the Registrar or the Company. . . . . . . . . . . . . . 19
SECTION 5.03.  Obligations of the Depositary, Any Agent,
                      the Registrar and the Company. . . . . . . . . . . . . . . . . . . 19
SECTION 5.04.  Resignation and Removal of the Depositary;
                      Appointment of Successor Depositary. . . . . . . . . . . . . . . . 21
SECTION 5.05.  Corporate Notices and Reports . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.06.  Indemnification by the Company. . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.07.  Fees, Charges and Expenses. . . . . . . . . . . . . . . . . . . . . . . . 22	

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ARTICLE VI
AMENDMENT AND TERMINATION

SECTION 6.01.  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.02.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

                                      ARTICLE VII

                                     MISCELLANEOUS

SECTION 7.01.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 7.02.  Exclusive Benefits of Parties . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.03.  Invalidity of Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.04.  Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.05.  Holders of Receipts Are Parties . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.06.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.07.  Inspection of Deposit Agreement and Certificate of
               Designations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.08.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26	

EXHIBIT A           Form of Receipt	

DEPOSIT AGREEMENT
DEPOSIT AGREEMENT, dated as of ________________________, 19___, among THE DIAL CORP, a Delaware corporation, [NAME OF BANK], [_____________], as Depositary, and all Holders from time to time of the Receipts issued hereunder (as hereinafter defined).
WITNESSETH:
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit by the Company of shares of the Company's Preferred Stock (as hereinafter defined) with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of the Receipts evidencing Depositary Shares representing an interest in the Preferred Stock deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among the parties hereto as follows:
ARTICLE I
DEFINITIONS
The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:
SECTION 1.01. "Agent" shall mean any agent of the Depositary appointed by the Depositary from time to time to act in any respect for the Depositary for purposes of this Deposit Agreement and the appointment of which may be modified or terminated by the Depositary. The Depositary will notify the Company of any such action.
SECTION 1.02. "Certificate of Designations" shall mean the Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Preferred Stock as a series of Preferred Stock.
SECTION 1.03. "Certificate of Incorporation" shall mean the Certificate of Incorporation, as amended and/or restated from time to time, of the Company.
SECTION 1.04. "Common Stock" shall mean shares of the Company's common stock, $1.50 par value per share.

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SECTION 1.05. "Company" shall mean THE DIAL CORP, a Delaware corporation, and its successors.
SECTION 1.06. "Corporate Office" shall mean the corporate office of the Depositary in the Borough of Manhattan, The City of New York, at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at , New York, New York .
SECTION 1.07. "Deposit Agreement" shall mean this agreement, as the same may be amended, modified or supplemented from time to time.
SECTION 1.08. "Depositary" shall mean [NAME OF BANK], a company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000, and any successor as depositary hereunder.
SECTION 1.09. "Depositary Share" shall mean an interest in one
[SPECIFY FRACTION] of a share of Preferred Stock deposited by the Company with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Preferred Stock and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preferred Stock represented by such Depositary Share, including any and all dividend, voting, redemption, conversion, exchange and liquidation rights provided for in the Certificate of Designations.
SECTION 1.10. "Holder", as applied to a Receipt, shall mean the person in whose name an outstanding Receipt is registered on the books maintained by the Depositary for such purpose, and such person's successors.
SECTION 1.11. "Preferred Stock" shall mean shares of the Company's Preferred Stock[, Series ], as specified in the Certificate of Designations, $0.01 par value per share.
SECTION 1.12. "Receipt" shall mean a depositary receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto.
SECTION 1.13. "Registrar" shall mean any bank or trust company appointed to register ownership and transfers of Receipts as herein provided.
SECTION 1.14 "Securities Act" shall mean the Securities Act of 1933, as amended.

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ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.01. Form and Transferability of Receipts.
Definitive Receipts shall be engraved, printed or lithographed, with steel- engraved borders and underlying tint, and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts, which may be printed, lithographed, typewritten, reproduced or otherwise, substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Corporate Office or such other office or offices, if any, as the Depositary may designate, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company's expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement, and with respect to the Preferred Stock, as definitive Receipts.
Receipts shall be executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary, provided that such signature may be a facsimile if a Registrar (other than the Depositary) shall have countersigned the Receipts by manual signature of a duly authorized signatory of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence. The Depositary shall record on its books each Receipt executed as provided above and delivered as hereinafter provided.

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Except as the Depositary may otherwise determine, Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.
Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange upon which the Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.
Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly endorsed or accompanied by a properly executed instrument of transfer or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until a Receipt shall be transferred on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the Holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to receive dividends and other distributions and notices provided for in this Deposit Agreement and for all other purposes.
SECTION 2.02. Deposit of Preferred Stock; Execution and

Delivery of Receipts in Respect Thereof.
Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to or upon the written order of the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Preferred Stock.
Upon receipt by the Depositary of a certificate or certificates for Preferred Stock to be deposited hereunder, together with the other documents specified above, the Depositary shall, as soon as transfer and registration can be accomplished, present such certificate or certificates to the registrar and transfer agent of the Preferred Stock for transfer and registration in the name of the Depositary or its nominee of the Preferred Stock being deposited. Deposited Preferred Stock shall be held by the Depositary in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine.

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Upon receipt by the Depositary of a certificate or certificates for Preferred Stock to be deposited hereunder, together with the other documents specified above, and upon registration of the Preferred Stock on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Stock so deposited, registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. In each case, delivery will be made only upon payment to the Depositary of all taxes and other governmental charges and any fees payable in connection with such deposit and the transfer of the deposited Preferred Stock.
Other than in the case of splits, combinations or other reclassifications affecting the Preferred Stock, or in the case of dividends or other distributions of Preferred Stock, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Stock as set forth in the Certificate of Designations, as it may be amended.
The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement.
SECTION 2.03. Optional Redemption of Preferred Stock.
If the Certificate of Designations provides for redemption of the Preferred Stock at the option of the Company, the Company (unless otherwise agreed in writing with the Depositary), whenever it elects to redeem shares of Preferred Stock, shall give the Depositary not less than 45 days' prior written notice of the date of such proposed redemption and of the number of shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Certificate of Designations, including the amount, if any, of accrued and unpaid dividends to the date of such redemption. Provided that the Company shall have paid such redemption price in full to the Depositary on or prior to the date of such redemption, the Depositary shall redeem (using the proceeds of such redemption) the number of Depositary Shares representing such Preferred Stock so redeemed by the Company. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "redemption date"), to the Holders on the record date fixed for such redemption, pursuant to Section 4.04 hereof, of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such

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Holders as the same appear on the records of the Depositary; but neither failure to mail any such notice to one or more such Holders nor any defect in any notice shall affect the sufficiency of the redemption as to other Holders. The Company shall provide the Depositary with such notice, and each such notice shall state: (i) the record date for the purposes of such redemption; (ii) the redemption date; (iii) the number of Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (v) the redemption price; (vi) the place or places where Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the redemption price; (vii) that, from and after the redemption date, dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue and all other rights with respect to such Depositary Shares will cease and terminate; and (viii) in the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company, that all conversion and exchange rights, as the case may be, in respect of such Preferred Stock will terminate at the close of business on the last business day preceding such redemption date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro rata (as nearly as may be) or in any other equitable manner, in each case as may be determined by the Company.
From and after the redemption date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company's notice mailed by the Depositary in accordance with the preceding paragraph), (i) all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue; (ii) in the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company, the conversion and exchange rights, as the case may be, in respect of such Preferred Stock shall terminate;
(iii) the Depositary Shares called for redemption shall be deemed no longer to be outstanding; and (iv) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to [SPECIFY FRACTION] of the redemption price per share paid in respect of the shares of Preferred Stock pursuant to the Certificate of Designations plus any other money and other property represented by each such Depositary Share. The foregoing shall be further subject to the terms and conditions of the Certificate of Designations.
If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares

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called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part, except as provided in the preceding paragraph of this Section 2.03.
SECTION 2.04. Transfers of Receipts.
Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books transfers of Receipts upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes and other governmental charges as may be required by law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.
SECTION 2.05. Combinations and Split-ups of Receipts.
Upon surrender by a Holder of a Receipt or Receipts at the Corporate Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.
SECTION 2.06. Surrender of Receipts and Withdrawal of Preferred

Stock.
Any Holder of a Receipt or Receipts may withdraw any or all of the Preferred Stock represented by the Depositary Shares evidenced by such Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts at the Corporate Office or at such other office as the Depositary may designate for such withdrawals; provided that a Holder may not withdraw Preferred Stock (or money and other property, if any, represented thereby) which has previously been called for redemption. Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Preferred Stock and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Preferred Stock will not be entitled to

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deposit such Preferred Stock hereunder or to receive Depositary Shares therefor. If the Receipt or Receipts delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of whole Depositary Shares representing the number of whole shares of Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Preferred Stock and such money and other property, if any, to be withdrawn, deliver to such Holder, or (subject to Sections 2.04 and 2.05) upon his order, a new Receipt or Receipts evidencing such excess number of whole Depositary Shares. In no event will fractional shares of Preferred Stock or Receipts evidencing fractional Depositary Shares be distributed or issued by the Depositary. Delivery of the Preferred Stock and such money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer.
If the Preferred Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the Holder of the Receipt or Receipts being surrendered for withdrawal of Preferred Stock, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary, and the Depositary may require that the Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank; provided that the Holder of such Receipt shall pay the amount of any tax or other governmental charge due.
The Depositary shall deliver the Preferred Stock and the money and other property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Corporate Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.
SECTION 2.07. Limitations on Execution and Delivery, Transfer,

Split-up, Combination, Surrender and Exchange of Receipts.
As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt or, in the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company, to the exercise of any conversion or exchange right referred to in Section 2.10, the Depositary, any Agent or the Company may require any or all of the following:
(i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement) of any tax or other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock being deposited or withdrawn, provided that, in the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company, the Company shall pay any documentary, stamp or similar issue or transfer tax or other

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governmental charge due on the issuance of Common Stock or other securities upon such conversion or exchange, as the case may be; and provided further that the Holder of such Receipt shall pay the amount of any tax or other governmental charge due if such shares of Common Stock or such other securities are to be issued in a name other than that of such Holder); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature); and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement.
The delivery of Receipts against Preferred Stock may be suspended, the transfer of Receipts may be refused, the transfer, split-up, combination, surrender or exchange of outstanding Receipts may be suspended and, in the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company, the exercise of any conversion or exchange right referred to in
Section 2.10 may be suspended (i) during any period when the register of holders of the Preferred Stock is closed or (ii) if any such action is deemed necessary or advisable by the Depositary or any Agent at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Preferred Stock that are required to be registered under the Securities Act and the Company shall deliver to the Depositary written notice that, at the time of deposit, a registration statement under the Securities Act is in effect as to such shares of Preferred Stock.
SECTION 2.08. Lost Receipts, etc.
In case any Receipt shall be mutilated or destroyed or lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt, provided that the Holder thereof provides the Depositary with (i) evidence satisfactory to the Depositary of such destruction, loss or theft of such Receipt, of the authenticity and of his ownership thereof and (ii) reasonable indemnification satisfactory to the Depositary and the Company.
SECTION 2.09. Cancellation and Destruction of Surrendered

Receipts.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy such cancelled Receipts.
SECTION 2.10. Conversion or Exchange of Preferred Stock into

Common Stock or Other Securities.
It is understood and agreed that the Depositary Shares are not convertible into or exchangeable for Common Stock of the Company or any other securities or property of the Company. Nevertheless, as a matter of convenience, in the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common

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Stock or other securities of the Company, the Company hereby agrees to cause the Depositary to accept (or to cause its conversion agent or exchange agent, as the case may be, to accept) the delivery of Receipts for the purpose of effecting conversions or exchanges of the Preferred Stock utilizing the same procedures as those provided for delivery of Preferred Stock certificates to effect such conversions or exchanges in accordance with the terms and conditions of the Certificate of Designations; provided, however, that only whole Depositary Shares may be so submitted for conversion or exchange.
Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion or exchange of any specified number of whole or fractional shares of Preferred Stock, convertible into or exchangeable for Common Stock or other securities of the Company, that is represented by the Depositary Shares evidenced by such Receipts into the number of whole shares of Common Stock or whole number of other securities of the Company obtained by dividing the aggregate liquidation preference of such Depositary Shares by the Conversion Price (as such term is defined in the Certificate of Designations) or exchange ratio then in effect, as such Conversion Price or exchange ratio may be adjusted by the Company from time to time as provided in the Certificate of Designations. Subject to the terms and conditions of this Deposit Agreement and the Certificate of Designations, a Holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender such Receipt or Receipts to the Depositary at the Corporate Office or to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with (i) a notice of conversion or exchange thereof, as the case may be, duly completed and executed (a "Notice of Conversion/Exchange"), and (ii) any payment in respect of dividends required by the fifth paragraph of this Section 2.10, thereby directing the Depositary to instruct the Company to cause the conversion or exchange, as the case may be, of the number of shares or fractions thereof of underlying Preferred Stock specified in such Notice of Conversion/Exchange into whole shares of Common Stock or a whole number of other securities of the Company. In the event that a Holder delivers to the Depositary for conversion or exchange a Receipt or Receipts which in the aggregate are convertible into or exchangeable for less than (i) one whole share of Common Stock or any number of whole shares of Common Stock plus an excess constituting less than one whole share of Common Stock or (ii) one of such securities or any whole number of such securities plus an excess constituting less than one security, the Holder shall receive payment in lieu of such fractional shares of Common Stock or fractional number of such securities otherwise issuable in accordance with the last paragraph of this
Section 2.10. If more than one Receipt shall be delivered for conversion or exchange, as the case may be, at one time by the same Holder, the number of whole shares of Common Stock or the whole number of such securities issuable upon conversion or exchange thereof, as the case may be, shall be computed on the basis of the aggregate number of Receipts so delivered.

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Upon receipt by the Depositary of one or more Receipts, together with a duly completed and executed Notice of Conversion/Exchange, the Depositary shall, on the date of receipt of such Notice of Conversion/Exchange, instruct the Company (i) to cause the conversion or exchange, as the case may be, of the Depositary Shares evidenced by the Receipts so surrendered for conversion or exchange as specified in the Notice of Conversion/Exchange and
(ii) to cause the delivery to the Holder or Holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock or the whole number of such securities and the amount of money, if any, to be delivered to the Holders of Receipts surrendered for conversion or exchange in payment of any fractional shares of Common Stock or of any fractional number of such securities otherwise issuable, as the case may be. The Company shall, as promptly as practicable after receipt thereof, cause the delivery to such Holder or Holders of (i) a certificate or certificates evidencing the number of whole shares of Common Stock or the whole number of such securities into or for which the Preferred Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted or exchanged, as the case may be, and (ii) any money or other property to which the Holder or Holders are entitled. The person or persons in whose name or names any certificate or certificates for shares of Common Stock or for such securities shall be issuable upon such conversion or exchange, as the case may be, shall be deemed to have become the holder or holders of record of the shares or securities represented thereby at the close of business on the date such Receipt or Receipts shall have been surrendered to and a Notice of Conversion/Exchange received by the Depositary, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record on the next succeeding day on which such stock transfer books are open. Upon such conversion or exchange, the Depositary (i) shall deliver to the Holder a Receipt evidencing the number of Depositary Shares, if any, which such Holder has elected not to convert or exchange in excess of the number of Depositary Shares representing Preferred Stock which has been so converted or exchanged, as the case may be, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion or exchange, as the case may be, and (iii) shall deliver for cancellation to the transfer agent for the Preferred Stock the shares of Preferred Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted or exchanged, as the case may be.
If any Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company shall be called by the Company for redemption, the Depositary Shares representing such Preferred Stock may be converted into or exchangeable for Common Stock or such securities as provided in this Deposit Agreement until and including, but not after, the close of business on the redemption date (as defined in Section 2.03) unless the Company shall default in making payment of the redemption price. Upon receipt by the Depositary of a Receipt or Receipts representing any Preferred Stock called for redemption, together with a properly completed and executed Notice of Conversion/Exchange, the shares of Preferred Stock held by the Depositary represented by

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such Depositary Shares as to which conversion or exchange, as the case may be, is requested shall be deemed to have been received by the Company for such conversion or exchange.
Upon any conversion or exchange, as the case may be, of the Preferred Stock underlying the Depositary Shares, no allowance, adjustment or payment shall be made with respect to accrued dividends upon such Preferred Stock, except that if any Holder of a Receipt surrenders such Receipt with instructions to the Depositary for conversion or exchange of the underlying Preferred Stock evidenced thereby during the period between the opening of business on any dividend record date and the close of business on the corresponding dividend payment date (except shares called for redemption on a redemption date during such period), such Receipt must be accompanied by a payment equal to the dividend thereon, if any, which the Holder of such Receipt is entitled to receive on such dividend payment date in respect of the underlying Preferred Stock to be converted or exchanged.
Upon the conversion or exchange of any shares of Preferred Stock for which a duly completed and executed Notice of Conversion/Exchange has been received by the Depositary, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the Holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock or other securities of the Company, any cash payable with respect to any fractional shares of Common Stock or fractional number of such securities, as the case may be, as provided herein and any cash payable on account of accrued dividends in respect of the Preferred Stock so converted or exchanged and any Receipts evidencing Depositary Shares not so converted or exchanged) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.09 hereof.
No fractional shares of Common Stock or fractional number of Securities, as the case may be, shall be issuable upon conversion or exchange of Preferred Stock underlying the Depositary Shares. If, except for the provisions of this Section 2.10 and the Certificate of Designations, any Holder of Receipts surrendered to the Depositary for conversion or exchange of the underlying Preferred Stock would be entitled to a fractional share of Common Stock or a fractional security, as the case may be, upon such conversion or exchange, the Company shall cause to be delivered to such Holder an amount in cash for such fractional share or security determined in accordance with the Certificate of Designations.

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ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
SECTION 3.01. Filing Proofs, Certificates and Other

Information.
Any Holder may be required from time to time to file such proof of residence or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold or delay the delivery, transfer, redemption or exchange of any Receipt, the withdrawal of the Preferred Stock represented by the Depositary Shares evidenced by any Receipt, the distribution of any dividend or other distribution, the sale of any rights or of the proceeds thereof, the exercise of any conversion or exchange right referred to in Section 2.10 or the delivery of any Common Stock or other securities of the Company upon such conversion or exchange until such proof or other information is filed, such certificates are executed or such representations and warranties are made.
SECTION 3.02. Payment of Fees and Expenses. Holders of Receipts shall be obligated to make payments to the Depositary of certain fees and expenses, as provided in Section 5.07, or provide evidence reasonably satisfactory to the Depositary that such fees and expenses have been paid. Until such payment is made, transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution may be withheld, any conversion or exchange right may be refused and any part or all of the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the Holder thereof (after attempting by reasonable means to obtain such payment prior to such sale), provided that notice of such sale shall be sent by the Depositary to such Holder. Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to any payment of such fees or expenses, the Holder of such Receipt remaining liable for any deficiency. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such Holder at the Company's expense.

SECTION 3.03. Representations and Warranties as to Preferred

Stock.
The Company hereby represents and warrants that (i) the shares of Preferred Stock deposited hereunder have been duly authorized and, when issued and deposited hereunder, will be validly issued, fully paid and nonassessable,
(ii) the Depositary Shares have been duly authorized and, when the Receipts are executed, countersigned, issued and delivered in the manner provided for herein, such Depositary Shares will represent legal and valid interests in the Preferred Stock deposited hereunder, and (iii) all corporate action required to be taken for the authorization, issuance and delivery of such Preferred Stock and Depositary Shares

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has been validly taken. Such representations and warranties shall survive the deposit of the Preferred Stock and the issuance of Receipts.
SECTION 3.04. Representation and Warranty as to Receipts.
The Company hereby represents and warrants that the Depositary Shares, when the Receipts evidenced thereby are duly executed by the Depositary or duly countersigned by an authorized signatory of the Registrar and issued, will represent legal and valid interests in the Preferred Stock. Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of Receipts.
SECTION 3.05. Covenants and Representation and Warranty as to

Common Stock.
In the event that the Depositary Shares evidence Preferred Stock convertible into or exchangeable for Common Stock, the Company covenants that it will give written notice to the Depositary of any adjustments in the conversion price or exchange ratio made pursuant to the Certificate of Designations. The Company hereby represents and warrants that the Common Stock issuable upon conversion or exchange of the Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the conversion or exchange of the Preferred Stock into such Common Stock. [to be modified if convertible into or exchangeable for other securities of the Company]
ARTICLE IV
THE PREFERRED STOCK; NOTICES
SECTION 4.01. Cash Distributions.
Whenever the Depositary shall receive any cash dividend or other cash distribution on the Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, the Depositary shall, subject to Section 3.02, distribute to Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Company or the Depositary shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any Holder an amount on account of taxes or as otherwise required by law, regulation or court order, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest

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thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to Holders of Receipts then outstanding.
SECTION 4.02. Distributions Other than Cash.
Whenever the Depositary shall receive any distribution other than cash on the Preferred Stock, the Depositary shall, subject to Section 3.02, distribute to Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or as otherwise required by law, regulation or court order), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the public or private sale of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to Holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the Holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered.
SECTION 4.03. Subscription Rights, Preferences or Privileges.
If the Company shall at any time offer or cause to be offered to the persons in whose names Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall, if the Company so directs, in each such instance be made available by the Depositary to the Holders in such manner as the Company shall instruct (including by the issue to such Holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of the issuance or offering of any such rights, preferences or privileges the Company determines that it is not lawful or feasible to make such rights, preferences or privileges available to some or all Holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by Holders who do not desire to exercise such rights, preferences or privileges, the Depositary shall, if so instructed by the Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such Holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to

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Section 3.02, be distributed by the Depositary to the Holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered.
If registration under the Securities Act of any securities to which any rights, preferences or privileges relate is required in order for Holders to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use all reasonable efforts to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such Holders under the Securities Act and the Company shall have provided to the Depositary an opinion of counsel to such effect.
If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders, the Company agrees to use all reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges.
SECTION 4.04. Notice of Dividends; Fixing of Record Date for

Holders of Receipts.
Whenever any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered, with respect to the Preferred Stock, or whenever the Depositary shall receive notice of (i) any meeting at which holders of Preferred Stock are entitled to vote or of which they are entitled to notice or (ii) any election on the part of the Company to redeem any shares of Preferred Stock, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Preferred Stock) for the determination of the Holders who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or whose Depositary Shares are to be so redeemed.
SECTION 4.05. Voting Rights.
Upon receipt of notice of any meeting at which the holders of Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Holders of Receipts a notice, which shall be provided by

17
the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, the Certificate of Incorporation or the Certificate of Designations, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a Holder of a Receipt on such record date, the Depositary shall, to the extent practicable, vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the Holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.
SECTION 4.06. Changes Affecting Preferred Stock and

Reclassifications, Recapitalizations, etc.
Upon any change in the par value, or upon any split-up, combination or any other reclassification, of the Preferred Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party or the sale of all or substantially all of the Company's assets, the Depositary shall, upon the instructions of the Company, treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of Holders thereof in the new deposited property so received in exchange for or upon conversion of or in respect of such Preferred Stock. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such change in par value, or upon any such split-up, combination or other reclassification, of the Preferred Stock or any such recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company, or sale of all or substantially all of the Company's assets to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.

18

SECTION 4.07. Inspection of Reports.
The Depositary shall furnish to Holders of Receipts any reports and communications received from the Company that are received by the Depositary as the holder of Preferred Stock and that the Company is required to furnish to Holders of the Preferred Stock.
SECTION 4.08. Lists of Receipt Holders.
Promptly upon request from time to time by the Company, the Depositary shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Depositary.
SECTION. 4.09. Tax and Regulatory Compliance.
The Depositary shall be responsible for (i) preparation and mailing of form 1099s (or successor forms) for all open and closed accounts, (ii) foreign tax withholding, (iii) withholding of tax on dividends payable to eligible Holders of Receipts, (iv) mailing W-9 forms (or successor forms) to new Holders of Receipts without a certified taxpayer identification number, (v) processing certified W-9 forms (or successor forms), (vi) preparation and filing of state information returns and (vii) escheatment services.
SECTION. 4.10. Withholding.
Notwithstanding any other provision of this Deposit Agreement, in the event that the Depositary determines that any distribution in property is subject to any tax that the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale at such place or places and upon such terms as it shall deem proper after consultation with the Company, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them respectively.
ARTICLE V
THE DEPOSITARY AND THE COMPANY
SECTION 5.01. Maintenance of Offices, Agencies and Transfer

Books by the Depositary and the Registrar.
Upon execution of this Deposit Agreement in accordance with its terms, the Depositary shall maintain at the Corporate Office facilities for the execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock and at the offices of any Agent, facilities for the delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement.

19
The Depositary shall keep books at the Corporate Office for the registration and transfer of Receipts, which books shall be open at all reasonable times for inspection by the Holders of Receipts, as provided by applicable law. The Depositary shall consult with the Company upon receipt of any request for inspection. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.
If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on any stock exchange, and if required by any such stock exchange, the Depositary shall appoint, at the expense of the Company, a Registrar (acceptable to the Company) for registry of Receipts or Depositary Shares in accordance with the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by such exchange) may be removed, and a substitute registrar appointed, by the Depositary upon the request or with the approval of the Company.
The Company hereby also appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts, and the Depositary hereby accepts such appointments.
SECTION 5.02. Prevention or Delay in Performance by the

Depositary, Any Agent, the Registrar or the Company.
Neither the Depositary, any Agent, any Registrar nor the Company shall incur any liability to any Holder of any Receipt, if by reason of any provision of any present or future law or regulation thereunder of the United States of America or of any other governmental authority, or by reason of any present or future provision of the Certificate of Incorporation or the Certificate of Designations, or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Agent, any Registrar or the Company incur any liability to any Holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.
SECTION 5.03. Obligations of the Depositary, Any Agent, the

Registrar and the Company.
Neither the Depositary, any Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to Holders of Receipts so long as each of them acts in good faith in the performance of such duties as are specifically set forth in this Deposit Agreement.
Neither the Depositary, any Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to Preferred Stock, Depositary Shares or Receipts that in its opinion may subject

20
it to expense or liability, unless indemnity satisfactory to it against all such expense and liability be furnished.
Neither the Depositary, any Agent, any Registrar nor the Company shall be liable for any action taken or any failure to act in reliance upon the advice of legal counsel, or the advice of or information provided by any accountant, any Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
In the event the Depositary shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken.
The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no covenants or obligations shall be implied against the Depositary or any Registrar. The Depositary, its parents, affiliates, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, any Agent or the Registrar hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.
It is intended that neither the Depositary nor any Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Agent are acting only in a ministerial capacity as Depositary for the Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary.
Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares are registered under the

21
Securities Act, the Preferred Stock, the Depositary Shares, the Receipts (except as to the authenticity of its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement.
SECTION 5.04. Resignation and Removal of the Depositary;

Appointment of Successor Depositary.
The Depositary may at any time resign as Depositary hereunder by notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and the acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary and the acceptance of such appointment as hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 60 days, the resigning or removed Depositary may petition a court of competent jurisdiction to appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Preferred Stock and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Receipts and all records, books and other information relating thereto. Any successor depositary shall promptly mail notice of its appointment to the Holders of Receipts.
Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
SECTION 5.05. Corporate Notices and Reports.
The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Holders of Receipts, in each case at the address recorded in the Depositary's

22
books, copies of all notices and reports (including financial statements) required by law, by the rules of any national securities exchange upon which the Preferred Stock, the Depositary Shares or the Receipts may be listed or by the Certificate of Incorporation and the Certificate of Designations to be furnished by the Company to holders of Preferred Stock. Such transmission will be at the Company's expense, and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Holders of Receipts at the Company's expense such other documents as may be requested by the Company.
SECTION 5.06. Indemnification by the Company.
The Company agrees to indemnify the Depositary, any Agent and any Registrar against, and hold each of them harmless from, any liability, costs and expenses (including reasonable attorneys' fees) that may arise out of, or in connection with, its acting as Depositary, Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability arising out of negligence or bad faith on the part of any such entity. The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Agent or termination of this Deposit Agreement.
SECTION 5.07. Fees, Charges and Expenses.
The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all fees of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of Preferred Stock by Holders of Depositary Shares. Other than payment of any tax or other governmental charge due upon the issuance of shares of Common Stock or other securities of the Company issuable upon conversion or exchange of the Preferred Stock or upon delivery of Preferred Stock and the money and/or other property being withdrawn pursuant to Section 2.06 to a person other than the Holder as specified in the conversion/exchange notice relating thereto or in the written order delivered to the Depositary by the Holder, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock or other securities of the Company on conversion or exchange of the Preferred Stock. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares. If a Holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify the Holder of the cost of such performance of such duties before performing such duties, and such Holder will be liable for the charges and expenses related to such performance. Except as otherwise provided herein, all other reasonable fees and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such fees and expenses. The Depositary shall present its statement for fees and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

23
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.01. Amendment.
The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable; provided, however, that no such amendment which (i) shall materially and adversely alter the rights of the Holders of Receipts (provided that any change in the fees of any Depositary, Registrar or transfer agent shall not be deemed to materially and adversely alter the rights of such Holders) or (ii) would be materially and adversely inconsistent with the rights granted to the holders of the Preferred Stock pursuant to the Certificate of Designations shall be effective unless such amendment shall have been approved by the Holders of at least a majority of the Depositary Shares then outstanding. Any amendment that shall impose any fees, taxes or charges (other than fees and charges provided for herein or in the Receipts), or that shall otherwise prejudice any substantial existing right of Holders of Receipts, shall not become effective as to Receipts until the expiration of 90 days after notice of such amendment shall have been given to the Holders. Every Holder of a Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Holder of any Receipt to surrender such Receipt and receive the Preferred Stock therefor, subject to the terms hereof.
SECTION 6.02. Termination.
This Deposit Agreement may be terminated by the Company at any time upon not less than 60 days' prior written notice to the Depositary, in which case, upon a date that is not later than 30 days after the date of such notice, the Depositary shall deliver or make available for delivery to each Holder, upon surrender of such Holder's Receipt or Receipts, such number of whole shares of Preferred Stock represented by such Receipt or Receipts. In the event that such Receipt or Receipts should represent a fractional number of shares of Preferred Stock, the Depositary shall aggregate all such interests in fractional shares of Preferred Stock and, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting the distribution of such interests, including the public or private sale of the whole number of shares of Preferred Stock so aggregated, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall be distributed or made available for distribution, as the case may be, by the Depositary to Holders of such Receipts evidencing an interest in fractional shares of Preferred Stock. If a

24
Holder shall not have so surrendered such Holder's Receipt or Receipts in exchange for whole shares of Preferred Stock on or prior to the effective date of termination of this Deposit Agreement, such Holder shall for all purposes, including the payment of dividends, be deemed to be a Holder of the appropriate number of Depositary Shares previously represented by such Receipt or Receipts and shall thereafter surrender to the Company such Receipt or Receipts in exchange for whole shares of Preferred Stock. In the event that such Receipt or Receipts should represent an interest in fractional shares of Preferred Stock, the Company shall aggregate all such interests in fractional shares of Preferred Stock and adopt such method as it deems equitable and practicable for the purpose of effecting the distribution of such interest, including the public or private sale of the whole number of shares of Preferred Stock so aggregated, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall be distributed by the Company to Holders of such Receipts evidencing an interest in fractional shares of Preferred Stock. Upon termination of this Deposit Agreement, the Depositary shall surrender to the Company any shares of Preferred Stock held by the Depositary and the Company shall hold such Preferred Stock for the benefit of the Holder of Receipts which previously represented such Preferred Stock.
This Agreement shall automatically terminate after (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or withdrawn pursuant to Section 2.06, (ii) in the event that the Depositary Shares represent Preferred Stock convertible into or exchangeable for Common Stock or other securities of the Company, each share of Preferred Stock shall have been converted into or exchanged for shares of Common Stock or other securities of the Company pursuant to Section 2.10, as the case may be, or
(iii) there shall have been made a final distribution in respect of the Preferred Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the Holders of Receipts pursuant to Section 4.01 or 4.02, as applicable.
Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.06 and 5.07.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Counterparts.
This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of

25
an executed counterpart of a signature page to this Deposit Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary's Agents, if any, by any Holder of a Receipt.
SECTION 7.02. Exclusive Benefits of Parties.
This Deposit Agreement is for the exclusive benefit of the parties hereto, including Holders of the Receipts, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
SECTION 7.03. Invalidity of Provisions.
In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
SECTION 7.04. Notices.
Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram, facsimile transmission or other electronic means of communication confirmed by letter, addressed to the Company at:
THE DIAL CORP
 Dial Tower
Phoenix, Arizona 85077
Attention: Treasurer (with a copy to Secretary)
Telephone No.: 602/207-4000
Facsimile No.: 602/
or at any other address of which the Company shall have notified the Depositary in writing.
Any notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram, facsimile transmission or other electronic means of communication confirmed by letter, addressed to the Depositary at the Corporate Office.
Any notices given to any Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram, facsimile transmission or other electronic means of communication, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if such Holder shall have filed with the Depositary in a timely

26
manner a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request.
SECTION 7.05. Holders of Receipts Are Parties.
The Holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.
SECTION 7.06. Governing Law.
This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the law of the State of New York applicable to contracts made and to be performed entirely within such State.
SECTION 7.07. Inspection of Deposit Agreement and Certificate

of Designations.
Copies of this Deposit Agreement and the Certificate of Designations shall be filed with the Depositary and any Agent and shall be open to inspection by any Holder of a Receipt during business hours at the Corporate Office and the respective offices of any Agent.
SECTION 7.08. Headings.
The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.
IN WITNESS WHEREOF, THE DIAL CORP and [NAME OF BANK] have duly executed this Deposit Agreement as of the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

                                                  THE DIAL CORP

                                                  By:
                                                     ________________________
Attest:                                                  Authorized Officer

                                                  [NAME OF BANK]

                                                  By:
                                                     ________________________
Attest:                                                  Authorized Officer	

                                                                                                        Exhibit A

                                               [FORM OF FACE OF RECEIPT]

NUMBER                                                                                               DEPOSITARY SHARES

                              CERTIFICATE FOR NOT MORE THAN ______________DEPOSITARY SHARES

TDR

                                            RECEIPT FOR DEPOSITARY SHARES,
                    EACH REPRESENTING____________ [specify fraction] PREFERRED STOCK[, SERIES ___] OF

                                                     THE DIAL CORP

                                                                                CUSIP ______________

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE                            SEE REVERSE FOR CERTAIN DEFINITIONS

_________________________________, as Depositary (the "Depositary"), hereby certifies that

is the registered owner of                                                                           DEPOSITARY SHARES

("Depositary Shares"), each Depositary Share representing _______ [specify fraction] of one share of ______ [Series___]
Preferred Stock, $______ par value (the "Stock"), of THE DIAL CORP, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), on deposit with the Depositary, subject to the terms and entitled to the
benefits of the Deposit Agreement dated as of ____________, 199__ (the "Deposit Agreement"), among the Company, the
Depositary and the Holders from time to time of Receipts for Depositary Shares.  By accepting this Receipt the Holder
hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement.  This Receipt
shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile
by the Depositary, countersigned by a Registrar in respect of the Receipts by the manual signature of a duly authorized
officer thereof.

Dated:                                                                                       Countersigned:

By __________________________                                                           By __________________________
   Depositary                                                                              Registrar	

                                   [FORM OF REVERSE OF RECEIPT]

                                           THE DIAL CORP

               THE DIAL CORP WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF RECEIPTS WHO
SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE CERTIFICATE OF DESIGNATIONS WITH
RESPECT TO THE PREFERRED STOCK[, SERIES ______] OF THE DIAL CORP. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

               ================================================================

               The following abbreviations when used in the instructions on the face of this
receipt shall be construed as though they were written out in full according to applicable laws
or regulations.

TEN COM -      as tenant in common      UNIF GIFT MIN ACT -_________ Custodian _____
                                                             (Cust)           (Minor)

TEN ENT -      as tenants by the        Under Uniform Gifts to Minors Act
               entireties

JT TEN -       as joint tenants with
               right of survivorship    ____________________________________________
               and not as tenants in    (State)
               common

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

                                         ASSIGNMENT
                                         ----------

               For value received,___________________________ hereby sell(s), assign(s)
and transfer(s) unto

                              PLEASE INSERT SOCIAL SECURITY OR
                            OTHER IDENTIFYING NUMBER OF ASSIGNEE

=========================================================================================

                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                                POSTAL ZIP CODE OF ASSIGNEE

_________________________________________________________________________________________
__________________________________________________ Depositary Shares represented by the
within Receipt, and do hereby irrevocably constitute and appoint ______________ Attorney
to transfer the said Depositary Shares on the books of the within named Depositary with
full power of substitution in the premises.

Dated _______________________
                                      ___________________________________________________
                                      NOTICE:     The signature to the assignment must
                                                  correspond with the name as written
                                                  upon the face of this Receipt in
                                                  every particular, without alteration
                                                  or enlargement or any change whatever.

EXHIBIT 5
June 27, 1994
The Dial Corp
Dial Tower
Phoenix, Arizona 85077
Ladies and Gentlemen:
This opinion is furnished in connection with a Registration Statement on Form S-3 (the "Registration Statement") filed by The Dial Corp (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") with respect to (i) unsecured debt securities of the Company (the "Debt Securities"), which may be either senior (the "Senior Debt Securities") or subordinated (the "Subordinated Debt Securities"), (ii) warrants to purchase Debt Securities (the "Debt Warrants"), (iii) shares of preferred stock of the Company (the "Preferred Stock"), (iv) depositary shares (the "Depositary Shares") representing interests in Preferred Stock, (v) shares of Common Stock of the Company (the "Common Stock"), and (vi) warrants to purchase Common Stock (the "Common Warrants") with an aggregate issue price of up to $500,000,000. Any Subordinated Debt Securities and Preferred Stock may be convertible into shares of Common Stock.
I have examined, or caused to be examined, the certificate of incorporation and bylaws of the Company, each as amended to date; the records of its corporate proceedings; the Registration Statement, including the exhibits thereto; the form of Indenture between the Company and the Chase Manhattan Bank, N.A., as Trustee, relating to Senior Debt Securities (the "Senior Indenture"); the form of Indenture between the Company and Continental Bank, National Association, as Trustee, relating to Subordinated Debt Securities (the "Subordinated Indenture"); the Statements of Eligibility on Form T-1 under the Trust Indenture Act of 1939 (the "Trust Indenture Act"), previously filed or to be filed with the Commission; the forms of Warrant Agreements between the Company and one or more warrant agents (each a "Warrant Agent") relating to the Debt Warrants or the Common Warrants, as the case may be; the form of Deposit Agreement between the Company and a depositary (the "Depositary") relating to the Depositary Shares; and such other documents, instruments, statements and records of the Company as I have deemed relevant and necessary or appropriate in connection with the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that:
1. Upon the taking of appropriate corporate action by the Company; the effectiveness of the Registration Statement under the Securities Act; the qualification of the Senior Indenture or the Subordinated Indenture, as the case may be, under the Trust Indenture Act; the due execution and delivery by the parties thereto of (a) the Senior Indenture or the Subordinated Indenture, as the case may be, and each amendment of or supplement to the Senior Indenture or the Subordinated Indenture, as the case may be, and (b) a Warrant Agreement, as referred to above, relating to Debt Warrants, and each amendment thereof or supplement thereto (each such Warrant Agreement, as so amended or supplemented, being referred to as a "Debt Warrant Agreement") assuming that the relevant Indenture and Debt Warrant Agreement are consistent with the forms thereof filed as exhibits to the Registration Statement; and the due execution of the Debt Securities and the Debt Warrants on behalf of the Company, the Debt Securities and Debt Warrants will be duly and validly authorized and, when the Debt Securities are duly authenticated by the relevant Trustee and the Debt Warrants are duly authenticated by the relevant Warrant Agent and sold and delivered at the price and in accordance with the terms set forth in the Registration Statement and the supplement or supplements to the relevant Prospectus included therein, the Debt Securities and the Debt Warrants will be valid and binding obligations of the Company entitled to the benefits of the relevant Indenture and Debt Warrant Agreement, except to the extent the foregoing may be subject to the effects of any applicable bankruptcy, reorganization,

The Dial Corp
June 27, 1994
Page 2
insolvency or other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
2. Upon the taking of appropriate corporate action by the Company; the effectiveness of the Registration Statement under the Securities Act; the due execution and delivery by the parties thereto of (a) a Warrant Agreement, as referred to above, relating to Common Warrants, and each amendment thereof or supplement thereto (each such Warrant Agreement, as so amended or supplemented, being referred to as a "Common Warrant Agreement") and (b) a Deposit Agreement, as referred to above, relating to Depositary Shares, and each amendment thereof or supplement thereto (each such Deposit Agreement, as so amended or supplemented, being referred to as a "Deposit Agreement"), assuming that the relevant Common Warrant Agreement and Deposit Agreement are consistent with the forms thereof filed as exhibits to the Registration Statement; and the due execution of the Common Warrants on behalf of the Company and of the receipts evidencing interests in the Depositary Shares on behalf of the Company, the Common Warrants and the Depositary Shares will be duly and validly authorized and, when the Common Warrants are duly authenticated by the relevant Warrant Agent and the receipts evidencing rights in the Depositary Shares are duly authenticated by the relevant Depositary and the Common Warrants and Depositary Shares are sold and delivered at the price and in accordance with the terms set forth in the Registration Statement and the supplement or supplements to the relevant Prospectus included therein, the Common Stock and the Preferred Stock will be validly issued, fully paid and nonassessable, the Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the Deposit Agreement and the depositary receipts evidencing rights therein, and the Common Warrants will be valid and binding obligations of the Company, entitled to the benefits of the relevant Common Warrant Agreement, except to the extent the foregoing may be subject to the effects of any applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
3. Upon the taking of appropriate corporate action by the Company, and the effectiveness of the Registration Statement under the Securities Act, the Common Stock and Preferred Stock when issued and delivered will be validly issued, fully paid and nonassessable.
4. Upon the taking of appropriate corporate action by the Company, the Common Stock issuable upon conversion of any issue of convertible Subordinated Debt Securities or Preferred Stock, when issued and delivered upon conversion of such Debt Securities or Preferred Stock, will be validly issued, fully paid and non-assessable.
I hereby consent to the reference to my name in the Registration Statement and further consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under the Securities Act or the rules and regulation of the Securities and Exchange Commission.
Very truly yours,
L. Gene Lemon

EXHIBIT 8
SHEARMAN & STERLING
153 E. 53RD STREET
NEW YORK, NY 10022-4676
June 27, 1994
The Dial Corp
Dial Tower
Phoenix, Arizona 85077
Ladies and Gentlemen:
We are acting as special federal income tax counsel for The Dial Corp (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, of a Prospectus Supplement, dated the date hereof, to a Prospectus, dated the date hereof, contained in the Registration Statement for the Company on Form S-3 (the "Registration Statement"). The Prospectus Supplement relates to the offering by the Company of its Medium-Term Notes in an aggregate principal amount of $500,000,000.
We are of the opinion that the discussion set forth in the Prospectus Supplement under the caption "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES", insofar as it relates to statements of law or legal conclusions, is correct in all material respects. This discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations (including proposed Regulations and temporary Regulations) promulgated thereunder, rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect.
We hereby consent to the use of this letter as an Exhibit to the Registration Statement.
Very truly yours,
SHEARMAN & STERLING
LMB/CAH

EXHIBIT 12.1
THE DIAL CORP -- TOTAL ENTERPRISE
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 (DOLLARS IN THOUSANDS)

                                        THREE MONTHS ENDED
                                             MARCH 31,                            YEAR ENDED DECEMBER 31,
                                        -------------------     ------------------------------------------------------------
                                         1994        1993         1993         1992         1991         1990         1989
                                        -------     -------     --------     --------     --------     --------     --------
Earnings available for fixed charges:
  Pretax income from continuing
    operations........................  $28,084     $17,277     $171,649     $120,334     $ 72,380     $125,769     $ 73,086
  Minority interests..................     (100)       (158)       3,618        2,814        3,543        8,357        8,219
  Fixed charges, excluding capitalized
    interest..........................   24,075      22,576       91,620      100,149      101,253      107,774      113,645
                                        -------     -------     --------     --------     --------     --------     --------
                                        $52,059     $39,695     $266,887     $223,297     $177,176     $241,900     $194,950
                                        =======     =======     ========     ========     ========     ========     ========
Fixed charges:
  Interest expense....................  $12,369     $13,369     $ 49,965     $ 56,049     $ 56,768     $ 63,667     $ 70,182
  Interest capitalized................       83          58          149          320          590          436          964
  Estimated portion of rental expense
    representing interest.............   11,706       9,207       41,655       44,100       44,485       44,107       43,463
                                        -------     -------     --------     --------     --------     --------     --------
                                        $24,158     $22,634     $ 91,769     $100,469     $101,843     $108,210     $114,609
                                        =======     =======     ========     ========     ========     ========     ========
Ratio of earnings (available for fixed
  charges) to fixed charges...........     2.16        1.75         2.91         2.22         1.74         2.24         1.70
                                        =======     =======     ========     ========     ========     ========     ========

EXHIBIT 12.2
THE DIAL CORP -- TOTAL ENTERPRISE
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
 (DOLLARS IN THOUSANDS)

                                        THREE MONTHS ENDED
                                             MARCH 31,                            YEAR ENDED DECEMBER 31,
                                        -------------------     ------------------------------------------------------------
                                         1994        1993         1993         1992         1991         1990         1989
                                        -------     -------     --------     --------     --------     --------     --------
Earnings available for fixed charges
  and preferred stock dividends:
  Pretax income from continuing
    operations........................  $28,084     $17,277     $171,649     $120,334     $ 72,380     $125,769     $ 73,086
  Minority interests..................     (100)       (158)       3,618        2,814        3,543        8,357        8,219
  Fixed charges, excluding capitalized
    interest and preferred stock
    dividends.........................   24,075      22,576       91,620      100,149      101,253      107,774      113,645
                                        -------     -------     --------     --------     --------     --------     --------
                                        $52,059     $39,695     $266,887     $223,297     $177,176     $241,900     $194,950
                                        =======     =======     ========     ========     ========     ========     ========
Fixed charges and preferred stock
  dividends:
  Interest expense....................  $12,369     $13,369     $ 49,965     $ 56,049     $ 56,768     $ 63,667     $ 70,182
  Interest capitalized................       83          58          149          320          590          436          964
  Estimated portion of rental expense
    representing interest.............   11,706       9,207       41,656       44,100       44,485       44,107       43,463
  Pretax earnings required to cover
    preferred stock dividends.........      457         435        1,746        1,816        3,156        1,868        1,997
                                        -------     -------     --------     --------     --------     --------     --------
                                        $24,615     $23,069     $ 93,515     $102,285     $104,999     $110,077     $116,606
                                        =======     =======     ========     ========     ========     ========     ========
Ratio of earnings (available for fixed
  charges and preferred stock
  dividends) to fixed charges.........     2.12        1.72         2.85         2.18         1.69         2.20         1.67
                                        =======     =======     ========     ========     ========     ========     ========

EXHIBIT 25.2

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
 305(B)(2)

CONTINENTAL BANK, NATIONAL ASSOCIATION
 (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

36-0947896
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
231 SOUTH LASALLE STREET, CHICAGO, ILLINOIS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

60697
(ZIP CODE)

THE DIAL CORP
 (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE
 (STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
DIAL TOWER
 PHOENIX, ARIZONA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

36-1169950
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
85077
(ZIP CODE)
DEBT SECURITIES
 (TITLE OF THE INDENTURE SECURITIES)

ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT 
IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
Chicago Clearing House Association, 164 W. Jackson Boulevard, Chicago, Illinois.
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
AS OF JUNE 21, 1994

                       COL. B
    COL. A             AMOUNT
TITLE OF CLASS       OUTSTANDING
- ---------------     -------------	

Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF THE OBLIGOR.
1

AS OF JUNE 21, 1994

                                                          COL. D
                                                            PERCENTAGE OF
                                                          VOTING SECURITIES
                                       COL. C               REPRESENTED BY
COL. A             COL. B               AMOUNT OWNED         AMOUNT GIVEN
NAME OF OWNER      TITLE OF CLASS       BENEFICIALLY          IN COL. C
- --------------     ---------------     --------------     ------------------	

Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF JUNE 21, 1994

                                                          COL. D
                                                            PERCENTAGE OF
                                                          VOTING SECURITIES
                                       COL. C               REPRESENTED BY
COL. A             COL. B               AMOUNT OWNED         AMOUNT GIVEN
NAME OF OWNER      TITLE OF CLASS       BENEFICIALLY          IN COL. C
- --------------     ---------------     --------------     ------------------	

Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE TRUSTEE:
AS OF JUNE 21, 1994

                    COL. B
                     WHETHER THE
                     SECURITIES       COL. C                                   COL. D
                     ARE VOTING           AMOUNT OWNED BENEFICIALLY OR            PERCENT OF CLASS
COL. A              OR NONVOTING          HELD AS COLLATERAL SECURITY           REPRESENTED BY AMOUNT
TITLE OF CLASS       SECURITIES            FOR OBLIGATIONS IN DEFAULT              GIVEN IN COL. C
- ---------------     -------------     ------------------------------------     -----------------------	

Not applicable by virtue of response to Item 13.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
2

AS OF JUNE 21, 1994

      COL. A               COL. B                      COL. C                           COL. D
                                            AMOUNT OWNED BENEFICIALLY OR           PERCENT OF CLASS
NAME OF ISSUER AND         AMOUNT         HELD AS COLLATERAL SECURITY FOR       REPRESENTED BY AMOUNT
  TITLE OF CLASS        OUTSTANDING      OBLIGATIONS IN DEFAULT BY TRUSTEE         GIVEN IN COL. C
- -------------------     ------------     ----------------------------------     ----------------------	

Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH
PERSON.
AS OF JUNE 21, 1994

      COL. A               COL. B                      COL. C                           COL. D
                                            AMOUNT OWNED BENEFICIALLY OR           PERCENT OF CLASS
NAME OF ISSUER AND         AMOUNT         HELD AS COLLATERAL SECURITY FOR       REPRESENTED BY AMOUNT
  TITLE OF CLASS        OUTSTANDING      OBLIGATIONS IN DEFAULT BY TRUSTEE         GIVEN IN COL. C
- -------------------     ------------     ----------------------------------     ----------------------	

Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF JUNE 21, 1994

      COL. A               COL. B                      COL. C                           COL. D
                                            AMOUNT OWNED BENEFICIALLY OR           PERCENT OF CLASS
NAME OF ISSUER AND         AMOUNT         HELD AS COLLATERAL SECURITY FOR       REPRESENTED BY AMOUNT
  TITLE OF CLASS        OUTSTANDING      OBLIGATIONS IN DEFAULT BY TRUSTEE         GIVEN IN COL. C
- -------------------     ------------     ----------------------------------     ----------------------	

Not applicable by virtue of response to Item 13.
3

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF JUNE 21, 1994

        COL. A                     COL. B             COL. C
NATURE OF INDEBTEDNESS       AMOUNT OUTSTANDING      DATE DUE
- -----------------------    ----------------------    ---------	

Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE 
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the securities under this indenture.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to securities under this indenture. The trustee is not a trustee under other indentures under which securities issued by the obligor are outstanding.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.
1. A copy of the Articles of Association of Continental Bank, National Association as now in effect, incorporated herein by reference to Exhibit 1 to T-1; Registration No. 33-40462.
2. A copy of the certificate of authority to commence business, incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-26747.
3. A copy of the authorization to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Amendment No. 1 to T-1; Registration No. 2-51075.
4. A copy of the existing By-laws of Continental Bank, National Association as now in effect, incorporated herein by reference to Exhibit 4 to T-1; Registration No. 33-43020.
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Amendment No. 1 to T-1; Registration No. 2-51075.
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority, filed herewith.
4

8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE, CONTINENTAL BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, AS OF THE 21ST DAY OF JUNE, 1994.
CONTINENTAL BANK, NATIONAL
ASSOCIATION

By        /s/  K. L. CLARK
  ------------------------------------
              K. L. Clark
             Trust Officer	

5

EXHIBIT 7
 (OFFICIAL PUBLICATION)
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
CONTINENTAL BANK, NATIONAL ASSOCIATION
Charter No. 13639 National Bank Region No. 7
In the state of Illinois at the close of business on March 31, 1994 published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161.

                                                                                                       IN MILLIONS
ASSETS
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin............................................         $ 1,786
  Interest-bearing balances.....................................................................           1,226
Securities:
  Held-to-maturity securities...................................................................             536
  Available-for-sale securities.................................................................           1,192
Federal funds sold and securities purchased under agreements to resell in domestic offices of
  the bank
and of its Edge and Agreement subsidiaries, and in IBFs:
  Federal funds sold............................................................................             727
  Securities purchased under agreements to resell...............................................           1,044
Loans and lease financing receivables:
  Loans and leases, net of unearned income............................................   $11,917
  LESS: Allowance for loan and lease losses...........................................       320
  LESS: Allocated transfer risk reserve...............................................         0
  Loans and leases, net of unearned income, allowance, and reserve..............................          11,597
Assets held in trading accounts.................................................................           2,442
Premises and fixed assets (including capitalized leases)........................................             228
Other real estate owned.........................................................................             212
Investments in unconsolidated subsidiaries and associated companies.............................               0
Customers' liability to this bank on acceptances outstanding....................................             112
Intangible assets...............................................................................               0
Other assets....................................................................................           1,343
                                                                                                         -------
  TOTAL ASSETS..................................................................................         $22,445
                                                                                                        ========
LIABILITIES
Deposits:
  In domestic offices...........................................................................         $ 8,874
    Noninterest-bearing...............................................................    $2,560
    Interest-bearing..................................................................     6,314
  In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................           4,504
    Noninterest-bearing...............................................................    $   13
    Interest-bearing..................................................................     4,491
  Federal funds purchased and securities sold under agreements to repurchase in domestic offices
  of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
    Federal funds purchased.....................................................................           1,051
    Securities sold under agreements to repurchase..............................................             300
  Demand notes issued to the U.S. Treasury......................................................           1,296
  Trading liabilities...........................................................................           1,220
  Other borrowed money:
    With original maturity of one year or less..................................................           1,534
    With original maturity of more than one year................................................              37
  Mortgage indebtedness and obligations under capitalized leases................................               0
  Bank's liability on acceptances executed and outstanding......................................             112
  Subordinated notes and debentures.............................................................             398
  Other liabilities.............................................................................           1,020
                                                                                                         -------
    TOTAL LIABILITIES...........................................................................          20,346
                                                                                                         -------
  Limited-life preferred stock and related surplus..............................................               0
EQUITY CAPITAL
  Perpetual preferred stock and related surplus.................................................               0
  Common stock..................................................................................             685
  Surplus.......................................................................................             827
  Undivided profits and capital reserves........................................................             598
  Net unrealized holding gains (losses) on available-for-sale securities........................              (6)
  Cumulative foreign currency translation adjustments...........................................              (5)
                                                                                                         -------
    TOTAL EQUITY CAPITAL........................................................................           2,099
                                                                                                         -------
    TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL.........................         $22,445
                                                                                                         =======	

I, John J. Higgins, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ John J. Higgins
    Controller

   May 10, 1994