S-3

    As filed with the Securities and Exchange Commission on October 8, 1999

                                                     Registration No. 333-
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

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                           THE DOW CHEMICAL COMPANY
            (Exact name of registrant as specified in its charter)

              Delaware                                  38-1285128
  (State or other jurisdiction of            (I.R.S. Employer Identification
   incorporation or organization)                          No.)

                                2030 Dow Center
                            Midland, Michigan 48674
                                (517) 636-1000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                 John Scriven
                 Vice President, General Counsel and Secretary
                           The Dow Chemical Company
                                2030 Dow Center
                            Midland, Michigan 48674
                                (517) 636-1000
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                  Copies to:

                               Philip J. Niehoff
                             Mayer, Brown & Platt
                           190 South LaSalle Street
                            Chicago, Illinois 60603
                                (312) 782-0600

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   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]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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                        CALCULATION OF REGISTRATION FEE
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                                                                     Amount of
               Title of each class of                 Amount to be  Registration
            Securities to be Registered              Registered(1)   Fee(2)(3)
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Common Stock, $2.50 par value per share............  $2,500,000,000   $458,700
Preferred Stock, $1.00 par value per share.........
Debt Securities....................................
Warrants to Purchase Common Stock..................
Warrants to Purchase Preferred Stock...............
Warrants to Purchase Debt Securities...............
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(1) If any Debt Securities are issued at an original issue discount, then the
    principal amount of Debt Securities registered hereby shall be such
    greater principal amount as shall result in an aggregate initial offering
    price not to exceed $2,500,000,000 less the aggregate dollar amount of all
    securities previously issued hereunder.
(2) Pursuant to Rule 457(o) under the Securities Act of 1933, the registration
    fee is calculated on the maximum offering price of all securities listed,
    and the table does not specify information by each class about the amount
    to be registered.
(3) Pursuant to Rule 429 under the Securities Act of 1933, $500,000,000 of
    debt securities and warrants to purchase debt securities are being carried
    forward from registration statement on Form S-3 (No. 033-51673) and
    $350,000 of debt securities and warrants to purchase debt securities are
    being carried forward from registration statement on Form S-3 (No. 033-
    44369) for inclusion in this prospectus. Of the $2,500,000,000 of
    securities registered hereby, $850,000,000 may therefore be issued only in
    the form of debt securities and warrants to purchase debt securities.
    Registration fees of $172,414 and $109,375 were paid in December 1993 and
    December 1991, respectively, with respect to the debt securities and
    warrants to purchase debt securities, which fees were calculated based on
    the fees in effect for such fiscal years.

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   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.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. Dow    +
+may not sell the securities until the registration statement filed with the   +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and Dow is not soliciting an offer to buy      +
+these securities in any State where the offer or sale is not permitted.       +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  SUBJECT TO COMPLETION, DATED OCTOBER 8, 1999

                                   PROSPECTUS

                            The Dow Chemical Company

  By this prospectus, Dow may offer from time to time a total of up to
$2,500,000,000 of securities, which may include up to:

               $1,650,000,000 of common stock

               $1,650,000,000 of preferred stock

               $1,650,000,000 of warrants to purchase common stock

               $1,650,000,000 of warrants to purchase preferred stock

               $2,500,000,000 of debt securities

               $2,500,000,000 of warrants to purchase debt securities

  Dow will provide you with the specific terms and the public offering prices
of these securities in supplements to this prospectus. You should read this
prospectus and the prospectus supplements carefully before you invest. This
prospectus may not be used to offer and sell securities unless accompanied by a
prospectus supplement.

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful and complete. Any representation to the contrary is
a criminal offense.

                   This prospectus is dated October   , 1999


                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement that Dow filed with the
Securities and Exchange Commission under the shelf registration process. Dow
may sell common stock, preferred stock, warrants to purchase common stock and
warrants to purchase preferred stock for up to $1,650,000,000 and debt
securities and warrants to purchase debt securities for up to $2,500,000,000
under this prospectus. The total sales of all securities sold under this
prospectus, however, may not exceed $2,500,000,000. This prospectus provides
you with a general description of the securities Dow may offer. Each time Dow
sells securities, Dow will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."

                            THE DOW CHEMICAL COMPANY

   Dow manufactures and sells chemicals, plastic materials, agricultural and
other specialized products and services. Dow is a global science and
technology-based company that develops and manufactures a portfolio of
chemicals, plastics and agricultural products and services for customers in 168
countries around the world. Dow conducts its operations through subsidiaries
and 14 global businesses, including 123 manufacturing sites in 32 countries,
and supplies more than 3,500 products through the efforts of 39,000 employees.
Dow's corporate offices are located at 2030 Dow Center, Midland, Michigan
48674, and Dow's telephone number is (517) 636-1000.

   Additional information concerning Dow and its subsidiaries is included in
the documents filed with the Securities and Exchange Commission and
incorporated in this prospectus by reference. See the discussion under the
heading "Where You Can Find More Information."

                                USE OF PROCEEDS

   Dow will use the net proceeds from the sale of the securities for general
corporate purposes.

                          DESCRIPTION OF CAPITAL STOCK

   The following summary of common stock and preferred stock of Dow does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the relevant provisions of Delaware law, and by Dow's certificate
of incorporation and bylaws, which are incorporated by reference as exhibits to
the registration statement of which this prospectus is a part.

   Dow is authorized to issue 750,000,000 shares of all classes of stock,
500,000,000 of which are shares of common stock, par value $2.50 per share, and
250,000,000 of which are shares of preferred stock. As of September 30, 1999,
there were 219,297,129 shares of common stock issued and outstanding and
1,324,306 shares of series A ESOP convertible preferred stock issued and
outstanding. All issued and outstanding shares of common stock and series A
ESOP convertible preferred stock are fully paid and nonassessable. Any
additional shares of common stock and preferred stock that Dow issues will be
fully paid and nonassessable. Neither Dow's common stockholders nor preferred
stockholders have preemptive rights.

Common Stock

 General

   Dow's certificate of incorporation provides that, subject to all of the
rights of holders of preferred stock provided for by the board of directors or
by Delaware corporate law, the holders of common stock will have full voting
rights on all matters requiring stockholder action, with each share of common
stock being entitled to one vote and having equal rights of participation in
the dividends and assets of Dow.

                                       2


 Board of Directors

   Dow's certificate of incorporation divides Dow's board of directors into
three classes of directors that are as nearly equal in number as possible with
three-year terms. As a result, approximately one-third of Dow's board of
directors is elected each year. A quorum of directors consists of a majority of
Dow's entire board of directors then holding office.

 Number, Filling of Vacancies and Removal of Directors

   Dow's certificate of incorporation and bylaws provide that its board of
directors may not have less than six or more than twenty-one members. The
actual number of directors is determined by a vote of a majority of Dow's
entire board of directors. Currently, Dow has fifteen members on its board of
directors. Vacancies on Dow's board of directors and any newly created
directorships are filled by a vote of the majority of the other directors then
in office. Directors elected to fill a vacancy or a new position hold office
until the next annual meeting of stockholders. Directors can be removed only
for cause and only by the vote of stockholders holding 80% of the voting power
of Dow's outstanding stock entitled to vote generally in the election of
directors, voting together as a single class.

 Dividends

   Delaware corporate law generally provides that a corporation, subject to
restrictions in its certificate of incorporation, including preferred
stockholders' rights to receive dividends prior to common stockholders, may
declare and pay dividends out of:

  . surplus; or

  . net profits for the fiscal year in which the dividend is declared and/or
    the preceding fiscal year, if there is no surplus.

Dividends may not be paid out of net profits so long as the capital of the
corporation is less than the aggregate amount of capital represented by the
issued and outstanding stock of all classes having a preference on the
distribution of assets. Dividends on Dow common stock are not cumulative. Dow's
certificate of incorporation does not contain any additional restrictions on
the declaration or payment of dividends.

 Special Meetings of Stockholders

   Dow's bylaws provide that a special stockholders' meeting for any purpose
may be called only by the board of directors by a resolution adopted by a
majority of the entire board:

  . upon motion of a director; or

  . upon written request of stockholders holding at least 50% of the voting
    power of the shares of capital stock outstanding and entitled to vote
    generally in the election of directors.

   Stockholder notices requesting a special meeting must be given to Dow's
secretary. The notice must include, as to each matter the stockholder proposes
to bring before the meeting:

  . the name and address of the stockholder;

  . the class or series and number of shares of capital stock that are
    beneficially owned by the stockholder;

  . a brief description of the business to be brought before the meeting,
    including the text of any proposed amendment to the certificate of
    incorporation or bylaws;

  . a description of all arrangements or understandings between the
    stockholder and any other persons related to the business proposal;

  . any material business interests of the stockholder in the business
    proposal; and

  . a representation that the stockholder intends to appear in person or by
    proxy at the meeting to bring the business before the meeting.

                                       3


 Advance Notice Provisions for Stockholder Proposals Other than Election of
 Directors

   Dow's bylaws provide that a stockholder may bring business before an annual
stockholders' meeting if the stockholder is a stockholder on the record date of
giving notice and on the record date of the meeting and gives notice to Dow's
secretary of business that is proper to be brought at the meeting under
Delaware corporate law:

  . no earlier than 120 days or later than 60 days before the anniversary
    date of the first mailing of proxy materials for the last annual meeting;
    or

  . if the annual meeting is more than 30 days before or after the
    anniversary date of the last annual meeting, Dow must receive the
    stockholder's notice no later than the close of business on the 10th day
    after the earlier of the date on which notice of the annual meeting date
    was mailed or publicly disclosed.

   The notice must include the same information required to be included in a
stockholder's notice in connection with requesting a special meeting. See the
section of this prospectus captioned "Special Meetings of Stockholders."

 Advance Notice Provisions for Stockholder Nominations of Directors at an
 Annual Meeting

   Dow's bylaws provide that a stockholder may nominate a person for election
to the board of directors at an annual stockholders' meeting if the stockholder
gives notice to Dow's secretary:

  . no more than 120 days and no less than 60 days before the anniversary
    date of the first mailing of proxy materials for the last annual meeting;
    or

  . if the annual meeting is more than 30 days before or after the
    anniversary date of the last annual meeting, Dow must receive the
    stockholder's notice no later than the close of business on the 10th day
    after the earlier of the day on which notice of the annual meeting date
    was mailed or publicly disclosed.

   The notice must include the following:

  . a description of all arrangements or understandings between the
    stockholder and the nominee and any other person pursuant to which the
    nomination is made;

  . the information regarding the nominee that would have been required to be
    included in a proxy statement filed under the proxy rules of the
    Securities and Exchange Commission if the nominee had been nominated by
    the board of directors;

  . the consent of the nominee to serve as a director if he or she is
    elected; and

  . the information required to be included in a stockholder's notice in
    connection with requesting a special meeting. See the section of this
    prospectus captioned "Special Meetings of Stockholders."

 Advance Notice Provisions for Stockholder Nominations of Directors at a
 Special Meeting

   Dow's bylaws provide that a stockholder may nominate a person for election
to the board of directors at a special meeting of stockholders if the
stockholder gives Dow's secretary notice of the nomination no later than the
close of business on the seventh day after notice of the special meeting is
first given to stockholders.

   In addition to the information required to be included in a stockholder's
notice in connection with a special meeting, the notice must include the same
information that would be required to nominate a person for election as a
director at an annual meeting. See the section of this prospectus captioned
"Advance Notice Provisions for Stockholder Nominations of Directors at an
Annual Meeting."

 Stockholder Action by Written Consent

   Under Delaware corporate law, unless otherwise provided in a corporation's
certificate of incorporation, any action required or permitted to be taken at
an annual or special stockholders' meeting may be taken by

                                       4


written consent, without a meeting, prior notice or a vote. The written consent
must be signed by holders of outstanding stock having the minimum number of
votes necessary to authorize or take such action at a meeting at which all
shares entitled to vote on the matter were present and voted. Dow's certificate
of incorporation, however, provides that any action required or permitted to be
taken by the stockholders must be taken at a duly called annual or special
stockholders' meeting and may not be taken by written consent.

 Transactions with Interested Stockholders and a Merger or Sale of Assets

   Delaware corporate law requires the approval of the board of directors and a
majority of a corporation's outstanding stock entitled to vote to authorize a
merger or consolidation unless the company's certificate of incorporation
requires a greater percentage. Unless required by a corporation's certificate
of incorporation, stockholder approval, however, is not required in certain
cases, such as where:

  . either no shares of common stock of the surviving corporation and no
    shares, securities or obligations convertible into common stock are to be
    issued or delivered in the merger; or

  . the authorized and unissued shares or the treasury shares of common stock
    of the surviving corporation to be issued or delivered in the merger,
    plus those initially issuable upon conversion of any other shares,
    securities or obligations to be issued or delivered in the merger;

do not exceed 20% of the shares of common stock of the corporation outstanding
immediately prior to the effective date of the merger. A sale of all or
substantially all of a Delaware corporation's assets or a voluntary dissolution
of a Delaware corporation requires the vote of a majority of the board of
directors and a majority of the corporation's outstanding shares entitled to
vote on the matter unless the company's certificate of incorporation requires a
greater percentage. Dow's certificate of incorporation does not require a
greater percentage, except as described below.

   Delaware corporate law generally defines an interested stockholder as a
person, other than the corporation and any direct or indirect majority owned
subsidiary of the corporation:

  . who is the direct or indirect owner of 15% or more of the outstanding
    voting stock of the corporation; or

  . is an affiliate or associate of the corporation and was the direct or
    indirect owner of 15% or more of the outstanding voting stock of the
    corporation at any time within the three-year period immediately prior to
    the date it asked for determination of its status as an interested
    stockholder; and

  . the affiliates and associates of that person.

   Delaware corporate law prohibits an interested stockholder from engaging in
a business combination with the Delaware corporation for three years following
the time of becoming an interested stockholder. This three-year waiting period
does not apply when:

  . prior to the time of becoming an interested stockholder, the board of
    directors approves either the business combination or the transaction
    that resulted in the stockholder becoming an interested stockholder;

  . as a result of becoming an interested stockholder, the stockholder owned,
    excluding shares owned by directors who are also officers and certain
    employee stock plans, at least 85% of the outstanding voting stock of the
    corporation at the time the transaction began; or

  . at or after the time of becoming an interested stockholder, the business
    combination is approved by the board of directors and authorized at a
    meeting of stockholders by a vote of at least two-thirds of the
    outstanding voting stock that is not owned by the interested stockholder.

   These restrictions also do not apply in certain other circumstances,
including business combinations with an interested stockholder that are
proposed after a public announcement of and prior to the consummation or
abandonment of:

  . certain mergers or consolidations;

                                       5


  . sales of 50% or more of the aggregate market value of a corporation's
    assets or outstanding voting stock; or

  . tender offers or exchange offers for 50% or more of a corporation's
    voting stock.

   Delaware corporate law allows a corporation to specify in its certificate of
incorporation or bylaws that it will not be governed by the section relating to
transactions with interested stockholders. Dow has not made that election in
its certificate of incorporation or bylaws.

   Dow's certificate of incorporation provides that, in addition to the vote
required pursuant to Delaware corporate law, the vote of stockholders owning at
least 80% of the voting power of the shares of capital stock entitled to vote
generally in the election of directors, voting together as a single class, is
required to approve any of the following business combination transactions:

  . a merger or consolidation of Dow or a subsidiary of which Dow ultimately
    owns 50% or more of the capital stock with:

   -- an interested stockholder; or

   -- any other individual or entity that, after the merger or
      consolidation, would be an affiliate or associate of an interested
      stockholder;

  . a sale, lease, exchange, mortgage, pledge, transfer or other disposition,
    in one or more transactions with or on behalf of an interested
    stockholder or an affiliate or associate of an interested stockholder, of
    any assets of Dow or any subsidiary of Dow that constitutes 5% or more of
    Dow's total consolidated assets as of the end of the most recent quarter;

  . the issuance or transfer by Dow or any of its subsidiaries of any
    securities of Dow or its subsidiaries in one or more transactions to, or
    proposed by or on behalf of, an interested stockholder or an affiliate or
    associate of an interested stockholder in exchange for cash, securities
    or other property constituting not less than 5% of Dow's consolidated
    total assets as of the end of the most recent quarter;

  . the adoption of a plan or proposal for liquidation or dissolution of Dow
    or any spin-off or split-up of any kind of Dow or any subsidiary of Dow
    that is proposed by or on behalf of an interested stockholder or an
    affiliate or associate of an interested stockholder; or

  . any reclassification of securities or recapitalization of Dow, or any
    merger or consolidation of Dow with a subsidiary of Dow or other
    transaction that has the direct or indirect effect of increasing the
    percentage of the outstanding shares of:

   -- any class of equity securities of Dow or any subsidiary of Dow; or

   -- any class of securities of Dow or any subsidiary that are convertible
      into equity securities of Dow or any subsidiary that are owned
      directly or indirectly by an interested stockholder and all of its
      affiliates and associates.

   However, the vote of only a majority of the stockholders entitled to vote
generally in the election of directors, voting together as a single class, is
required to approve a business combination transaction that:

  . has been approved by a majority of continuing directors, even if they
    constitute less than a quorum; or

  . meets certain price and consideration conditions and procedures.

   A "continuing director" is:

   --  any member of the board of directors who is not an interested
      stockholder involved in a business combination described above or an
      affiliate, associate, employee, agent or nominee of an interested
      stockholder or relative of any of the foregoing persons, and was a
      member of the board before the interested stockholder became an
      interested stockholder; or

   -- a successor of a director described above who is recommended or
      elected to succeed a director described above by the vote of a
      majority of such directors then on the board.

                                       6


   Dow's certificate of incorporation defines an interested stockholder as any
person or entity other than Dow, any subsidiary of Dow or any employee benefit
plan of Dow or a subsidiary of Dow, that:

  . is, or was at any time within the two-year period prior to the date in
    question, the direct or indirect beneficial owner of 10% or more of the
    voting power of the then-outstanding voting stock of Dow;

  . is an affiliate of Dow and, at any time within the two-year period
    immediately prior to the date in question, was the direct or indirect
    beneficial owner of 10% or more of the voting power of the outstanding
    voting stock of Dow; or

  . is an assignee of, or has otherwise succeeded to, any shares of voting
    stock of Dow of which an interested stockholder was the direct or
    indirect beneficial owner, at any time within the two-year period
    immediately prior to the date in question, if such assignment or
    succession occurred in the course of a transaction or series of
    transactions not involving a public offering under the Securities Act of
    1933.

   For purposes of determining whether a person is an interested stockholder,
the outstanding voting stock of Dow includes unissued shares of voting stock of
Dow beneficially owned by the interested stockholder but not other shares of
voting stock of Dow that may be issuable pursuant to an agreement, arrangement
or understanding or upon the exercise of conversion rights, warrants or
options, or otherwise, to any person who is not an interested stockholder.

Preferred Stock

 General

   Dow's board of directors is authorized, subject to Delaware corporate law
and without a vote of its stockholders, to issue shares of preferred stock from
time to time in one or more series and to determine the voting rights,
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations and restrictions of any series
of preferred stock. The prospectus supplement relating to an offering of shares
of Dow's preferred stock will describe the terms of the series of preferred
stock Dow is offering.

 Series A ESOP Convertible Preferred Stock

   Dividend Rights. Dow's series A preferred stockholders are entitled to
receive annual dividends, payable semi-annually, of $6.67 per share. Dow's
series A preferred stock ranks senior to Dow's common stock as to the payment
of dividends.

   Rights Upon Liquidation, Dissolution and Winding Up. If Dow is liquidated,
dissolved or wound up, series A preferred stockholders are entitled to receive,
out of Dow's remaining assets and subject to the rights of holders of stock
ranking senior to or equal with the series A preferred stock, $86.125 per share
plus all accumulated and unpaid dividends. Dow's series A preferred stock ranks
senior to Dow's common stock as to the distribution of assets upon liquidation,
dissolution and winding up of Dow.

   Conversion Rights. Shares of Series A preferred stock are generally
convertible into shares of Dow common stock at a conversion rate of one share
of Dow common stock for one share of series A preferred stock. Shares of Series
A preferred stock are convertible into shares of Dow common stock at a
conversion rate equal to the ratio of $86.125 to the fair market value of a
share of Dow common stock, however, in the event that:

  . it is necessary or appropriate to redeem series A preferred stock to
    satisfy any investment election available to participants under Dow's
    employee stock ownership plan or for distributions to be made under Dow's
    employee stock ownership plan; and

  . the fair market value of a share of Dow common stock is less than
    $86.125.

   The conversion rate of shares of Dow common stock to shares of series A
preferred stock is subject to certain anti-dilution adjustments in some
circumstances.


                                       7


   If Dow consolidates or merges with another entity and Dow's common stock is
exchanged, converted or changed by operation of law into:

  . only "qualified employer securities," as defined in the Internal Revenue
    Code and Employee Retirement Income Security Act of 1974, of a successor
    corporation, series A preferred stock will be assumed by and become
    preferred stock of the successor corporation and be convertible into
    qualified employer securities; or

  . securities other than only qualified employer securities, series A
    preferred stockholders will receive $90.43 per share plus accrued and
    unpaid dividends.

Dow will be unable to complete a consolidation or merger if the series A
preferred shares outstanding are not assumed and authorized by the surviving
corporation.

   Redemption Rights. All or part of the series A preferred stock is redeemable
by Dow at any time:

  . after January 1, 2000, at $86.125 per share plus accrued and unpaid
    dividends to the redemption date;

  . at $86.125 per share plus accrued and unpaid dividends to the redemption
    date if:

   -- there is a change in U.S. federal tax law that has the effect of
      preventing Dow from claiming tax deductions on series A preferred
      stock dividends;

   -- the Internal Revenue Service determines that Dow's employee stock
      ownership plan does not comply with its rules or regulations;

   -- Dow terminates the employee stock ownership plan or future
      contributions to its employee stock ownership plan because a change in
      law materially affects the employee stock ownership plan; or

   -- the redemption of series A preferred stock is necessary or appropriate
      to satisfy any investment election provided to employee stock
      ownership plan participants or to provide for distributions to be made
      under the employee stock ownership plan; and

  . at $90.43 per share plus accrued and unpaid dividends to the redemption
    date if Dow terminates the employee stock ownership plan for a reason
    other than a change in law that materially affects the employee stock
    ownership plan.

   Dow will redeem shares of series A preferred stock for $86.125 plus accrued
and unpaid dividends when and to the extent necessary to pay principal,
interest or premium due on any indebtedness incurred by the trustee for the
benefit of the employee stock option plan.

   Voting Rights. Dow's series A preferred stock holders are entitled to vote
on all matters submitted to a vote of Dow's common stockholders and to vote
together with Dow's common stockholders as one class. Each share of Dow series
A preferred stock is entitled to the number of votes equal to the number of
shares of Dow common stock into which a share of series A preferred stock could
be converted on the record date, rounded to the nearest one-tenth of a vote.
The voting rights of Dow series A preferred stock are subject to certain anti-
dilution adjustments in some circumstances.

                         DESCRIPTION OF DEBT SECURITIES

   The following description of the debt securities summarizes the material
terms and provisions of the debt securities to which a prospectus supplement
may relate. Each time Dow offers debt securities, the prospectus supplement
related to that offering will describe the terms of the debt securities Dow is
offering.

   The debt securities will be issued under an indenture, dated as of April 1,
1992, as supplemented by a supplemental indenture, dated as of January 1, 1994,
and a second supplemental indenture dated as of October 1, 1999, between Dow
and Bank One Trust Company, NA (successor in interest to The First National
Bank of Chicago), as trustee. The indenture as supplemented by the supplemental
indentures is referred to in this section

                                       8


as the "indenture." The following summary of the debt securities and the
indenture does not purport to be complete and is subject to the provisions of
the indenture, including the defined terms. Whenever Dow refers to particular
sections, articles or defined terms of the indenture, those sections, articles
or defined terms are incorporated by reference in this prospectus and
prospectus supplement. You should review the indenture that is filed as
exhibits to the registration statement for additional information.

General

   Dow may issue debt securities from time to time in one or more series
without limitation as to aggregate principal amount. The indenture does not
limit the amount of other indebtedness or securities which Dow may issue.

   The debt securities will be unsecured obligations and will rank equally with
all of Dow's other unsecured and unsubordinated indebtedness.

   The prospectus supplement will describe the following terms of the debt
securities Dow is offering:

  . the title of the debt securities or the series in which the debt
    securities will be included;

  . any limit on the aggregate principal amount of the debt securities of
    that series;

  . whether the debt securities may be issued as registered securities or
    bearer securities or both, whether any of the debt securities may be
    issued initially in temporary global form and whether any of the debt
    securities may be issued in permanent global form;

  . the price or prices at which the debt securities will be issued;

  . the date or dates on which the principal amount of the debt securities is
    payable;

  . the interest rate or rates, or the formula by which the interest rate or
    rates will be determined, if any, and the dates from which any interest
    will accrue;

  . the interest payment dates on which any interest will be payable, the
    regular record date for any interest payable on any debt securities that
    are registered securities on any interest payment date, and the extent to
    which, or the manner in which, any interest payable on a global security
    on an interest payment date will be paid if different from the manner
    described below under the section of this prospectus captioned "Global
    Securities";

  . any mandatory or optional sinking fund or analogous provisions;

  . each office or agency where the principal of and any premium and interest
    on the debt securities will be payable and each office or agency where
    the debt securities may be presented for registration of transfer or
    exchange;

  . the date, if any, after which and the price or prices at which the debt
    securities may, pursuant to any optional or mandatory redemption
    provisions, be redeemed, in whole or in part, and the other detailed
    terms and provisions of any optional or mandatory redemption provisions;

  . the denominations in which Dow may issue any debt securities which are
    registered securities, if other than denominations of $1,000 and any
    integral multiple thereof, and the denominations in which Dow may issue
    any debt securities which are bearer securities, if other than
    denominations of $5,000;

  . the currency or currencies of payment of principal of and any premium and
    interest on the debt securities;

  . any index used to determine the amount of payments of principal of and
    any premium and interest on the debt securities;

  . any additional covenants applicable to the debt securities; and

  . any other terms and provisions of the debt securities not inconsistent
    with the terms and provisions of the indenture.

                                       9


   The prospectus supplement also will describe any special provisions for the
payment of additional amounts with respect to the debt securities.

   If the purchase price of any of the debt securities is denominated in one or
more foreign currencies or currency units or if the principal of, or any
premium and interest on, any series of debt securities is payable in one or
more foreign currencies or currency units, the restrictions, elections, general
tax considerations, specific terms and other information with respect to such
debt securities and such foreign currency or currency units will be set forth
in the related prospectus supplement.

   Some of the debt securities may be issued as original issue discount
securities (bearing no interest or bearing interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their principal amount. The prospectus supplement will describe the federal
income tax considerations and other special considerations which apply to any
original issue discount securities.

Denominations, Registration and Transfer

   The debt securities may be issued as registered securities, bearer
securities or both. Debt securities may be issued in the form of one or more
global securities, as described below under the section of this prospectus
captioned "Global Securities." Unless otherwise provided in the prospectus
supplement, registered securities denominated in U.S. dollars will be issued
only in denominations of $1,000 or any integral multiple thereof and bearer
securities denominated in U.S. dollars will be issued only in denominations of
$5,000 with coupons attached. A global security will be issued in a
denomination equal to the aggregate principal amount of outstanding debt
securities represented by that global security. The prospectus supplement
relating to debt securities denominated in a foreign or composite currency will
specify the denominations in which the debt securities will be issued.

   During the "restricted period" as defined in Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7), no bearer security will be mailed or otherwise
delivered to any location in the United States and a bearer security may be
delivered during such restricted period only if the person entitled to receive
the bearer security furnishes proper written certification that the bearer
security is owned by:

  . a person that is not a U.S. person;

  . a qualifying foreign branch of a U.S. financial institution; or

  . a U.S. person who acquired the obligation through the qualifying foreign
    branch of a U.S. financial institution and holds the obligation through
    that qualifying foreign branch of a U.S. financial institution on the
    date of certification; or

  . a financial institution for resale during the restricted period but not
    for resale directly or indirectly to a U.S. person or to a person within
    the United States or its possessions.

   Registered securities of any series may be exchanged for other registered
securities of the same series and of a like aggregate principal amount and
tenor of different authorized denominations. In addition, if debt securities of
any series may be issued as both registered securities and as bearer
securities, at the option of the holder upon written request, and subject to
the terms of the indenture, bearer securities (with all unmatured coupons,
except as provided below, and all matured coupons in default attached) of such
series may be exchanged for registered securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Unless otherwise indicated in the prospectus supplement, any bearer security
surrendered in exchange for a registered security between a record date and the
relevant date for payment of interest will be surrendered without the coupon
relating to the date for payment of interest attached, and interest may be paid
only to the holder of such coupon when due in accordance with the terms of the
indenture. Except as indicated in the prospectus supplement, bearer securities
will not be issued in exchange for registered securities.

                                       10


   Debt securities may be presented for exchange as described in the previous
paragraph, and registered securities, other than a global security, may be
presented for registration of transfer, with the form of transfer duly
executed, at the office of the security registrar designated by Dow or at the
office of any transfer agent designated by Dow for that purpose, without
service charge and upon payment of any taxes and other governmental charges as
described in the indenture. The transfer or exchange will be effected when the
security registrar or the transfer agent is satisfied with the documents of
title and identity of the person making the request. Dow has initially
appointed the trustee as the security registrar under the indenture. If a
prospectus supplement refers to any transfer agent initially designated by Dow
with respect to any series of debt securities, Dow may at any time cancel the
designation of the transfer agent or approve a change in the location through
which such transfer agent acts, except that:

  . if debt securities of a series may be issued only as registered
    securities, Dow will be required to maintain a transfer agent in each
    place of payment for such series; and

  . if debt securities of a series are issuable as bearer securities, Dow
    will be required to maintain (in addition to the security registrar) a
    transfer agent in a place of payment for such series located outside the
    United States.

Dow may at any time designate additional transfer agents with respect to any
series of debt securities.

   In the event of any redemption in part, Dow will not be required to:

  . issue, register the transfer of or exchange debt securities of any series
    during a period beginning at the opening of business 15 days before the
    date of the mailing of a notice of redemption of debt securities of that
    series selected to be redeemed and ending at the close of business on:

   -- if debt securities of the series may be issued only as registered
      securities, the day of mailing of the relevant notice of redemption;
      and

   -- if debt securities of the series may be issued as bearer securities,
      the day of the first publication of the notice of redemption or, if
      debt securities of the series also may be issued as registered
      securities and there is no publication, the mailing of the relevant
      notice of redemption;

  . register the transfer of or exchange any registered security or portion
    of any registered security called for redemption, except the unredeemed
    portion of any registered security being redeemed in part; or

  . exchange any bearer security called for redemption, except to exchange
    the bearer security for a registered security of that series and like
    tenor which is immediately surrendered for redemption.

Payments and Paying Agents

   Unless otherwise indicated in the prospectus supplement, Dow will pay the
principal of and any premium and interest on registered securities other than a
global security at the office of one or more paying agents designated by Dow.
At Dow's option, however, Dow may pay any interest by check mailed to the
address of the payee entitled to the interest at the address which appears in
the security register. Unless otherwise indicated in the prospectus supplement,
payment of any installment of interest on registered securities will be made to
the person in whose name the registered security is registered at the close of
business on the record date for such interest payment.

   Unless otherwise indicated in the prospectus supplement, Dow may pay the
principal of and any premium and interest on bearer securities, subject to
applicable laws and regulations, at the offices of one or more paying agents
outside the United States designated by Dow. At Dow's option, however, Dow may
pay any interest by check or by wire transfer to an account maintained by the
payee outside the United States. Unless otherwise indicated in the prospectus
supplement, payment of interest on bearer securities on any interest payment
date will be made only upon surrender of the coupon relating to such interest
payment date. No payment with respect to any bearer security will be made at
any office or agency of Dow in the United States by check mailed to any address
in the United States or by transfer to an account maintained in the United
States.

                                       11


Payments will not be made in respect of bearer securities or coupons related to
such bearer securities upon presentation to or any other demand for payment
from Dow or its paying agents within the United States. Dow will pay the
principal of and any premium and interest on bearer securities denominated and
payable in U.S. dollars, however, at the office of Dow's paying agent in the
United States if, and only if:

  . payment of the full amount in U.S. dollars at all offices or agencies
    outside the United States is illegal or effectively precluded by exchange
    controls or other similar restrictions; and

  . Dow has delivered to the trustee an opinion of counsel to that effect.

   Unless otherwise indicated in the prospectus supplement, the principal
office of the trustee in New York City will be Dow's sole paying agent for
payments with respect to debt securities which may be issued only as registered
securities. Any paying agent outside the United States and any other paying
agent in the United States initially designated by Dow for the debt securities
will be named in the prospectus supplement. Dow may at any time designate
additional paying agents, or cancel the designation of any paying agent or
approve a change in the office through which any paying agent acts, except
that:

  . if debt securities of a series may be issued only as registered
    securities, Dow will be required to maintain a paying agent in each place
    of payment for such series; and

  . if debt securities of a series may be issued as bearer securities, Dow
    will be required to maintain:

   -- a paying agent in each place of payment for such series in the United
      States for payments with respect to any registered securities of such
      series and for payments with respect to bearer securities of such
      series in the circumstances described above;

   -- a paying agent in each place of payment located outside the United
      States where debt securities of such series and any coupons related to
      the debt securities may be presented and surrendered for payment,
      provided that if the debt securities of such series are listed on The
      International Stock Exchange, London or the Luxembourg Stock Exchange
      or any other stock exchange located outside the United States and such
      stock exchange so requires, Dow will maintain a paying agent in London
      or Luxembourg City or any other required city located outside the
      United States for debt securities of such series; and

   -- a paying agent in each place of payment located outside the United
      States where, subject to applicable laws and regulations, registered
      securities of such series may be surrendered for registration of
      transfer or exchange and where notices and demands to or upon Dow may
      be served.

   All amounts paid by Dow to a paying agent for the payment of principal of
and any premium and interest on any debt security that remain unclaimed at the
end of two years after the principal, premium or interest has become due and
payable will be repaid to Dow and after such repayment the holder of the debt
security or any coupon related to the debt security may look only to Dow for
the payment of principal of and any premium and interest on any such debt
security.

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. Global securities may
be issued in either registered or bearer form and in either temporary or
permanent form. Unless and until it is exchanged for debt securities in
definitive form, a temporary global security in registered form may not be
transferred except as a whole by:

  . the depositary for such global security to a nominee of such depositary;

  . a nominee of the depositary for such global security to such depositary
    or another nominee of such depositary; or

  . the depository for such global security or any such nominee to a
    successor of such depositary or a nominee of such successor.

                                       12


   Unless otherwise indicated in the prospectus supplement, registered debt
securities issued in global form will be represented by one or more global
securities deposited with, or on behalf of, The Depository Trust Company, New
York, New York, or other depositary Dow appoints and registered in the name of
the depository or its nominee. The debt securities will not be issued in
definitive form unless otherwise provided in the prospectus supplement.

   DTC will act as securities depository for the securities. The debt
securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully-registered global security
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of debt securities.

   DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, 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. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to indirect participants such as
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a direct participant, either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.

   Purchases of debt securities under the DTC system must be made by or through
direct participants, which will receive a credit for the debt securities on
DTC's records. The ownership interest of each actual purchaser of each debt
security is in turn to be recorded on the direct and indirect participants'
records. These beneficial owners will not receive written confirmation from DTC
of their purchase, but beneficial owners are expected to receive a written
confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owner entered into the transaction. Transfers of ownership
interests in the debt securities are to be accomplished by entries made on the
books of participants acting on behalf of beneficial owners. Beneficial owners
will not receive certificates representing their ownership interests in debt
securities, except in the event that use of the book-entry system for the debt
securities is discontinued.

   To facilitate subsequent transfers, all debt securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debt securities with DTC and their registration in
the name of Cede & Co. will effect no change in beneficial ownership. DTC has
no knowledge of the actual beneficial owners of the debt securities; DTC's
records reflect only the identity of the direct participants to whose accounts
the debt securities are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers.

   Delivery of notices and other communications by DTC to direct participants,
by direct participants to indirect participants, and by direct participants and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.

   Redemption notices will be sent to DTC. If less than all of the debt
securities within an issue are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each direct participant in such issue to
be redeemed.

                                       13


   Neither DTC nor Cede & Co will consent or vote with respect to debt
securities. Under its usual procedures, DTC mails an omnibus proxy to Dow as
soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
debt securities are credited on the record date (identified in a listing
attached to the omnibus proxy).

   Principal and interest payments, if any, on the debt securities will be made
to Cede & Co., as nominee of DTC. DTC's practice is to credit direct
participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Dow or the trustee, on the applicable payable date in
accordance with their respective holdings shown on DTC's records. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of that participant and not of DTC, the trustee or Dow, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to Cede & Co. is Dow's responsibility
or the trustee's, disbursement of payments to direct participants shall be the
responsibility of DTC, and disbursement of payments to beneficial owners is the
responsibility of direct and indirect participants.

   A beneficial owner must give notice to elect to have its debt securities
purchased or tendered, through its participant, to a tender agent, and shall
effect delivery of debt securities by causing the direct participants to
transfer the participant's interest in the debt securities, on DTC's records,
to a tender agent. The requirement for physical delivery of debt securities in
connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the debt securities are transferred by
direct participants on DTC's records and followed by a book-entry credit of
tendered debt securities to the tender agent's account.

   DTC may discontinue providing its services as securities depository with
respect to the debt securities at any time by giving reasonable notice to Dow
or the trustee. Under these circumstances, in the event Dow does not appoint a
successor securities depository, debt security certificates will be printed and
delivered.

   Dow may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, debt
security certificates will be printed and delivered.

   The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Dow believes to be reliable, but Dow takes
no responsibility for their accuracy.

Limitations on Issuance of Bearer Securities

   Bearer securities may not be offered, sold, resold or delivered during the
"restricted period" as defined in Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(7) in the United States or its possessions or to U.S. persons
other than to a qualifying foreign branch of a institution, and any
underwriters, participating in the offering of debt securities must agree that
they will not:

  . offer any bearer securities for sale or resale in the United States or
    its possessions or to United States persons, other than a qualifying
    foreign branch of a U.S. financial institution); nor

  . deliver bearer securities within the United States.

   Bearer securities and any coupons related to bearer securities will bear a
legend substantially to the following effect: "Any United States person who
holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Section 165(j) and
1287(a) of the Internal Revenue Code". Under Sections 165(j) and 1287(a) of the
Internal Revenue Code, holders that are U.S. persons, with certain exceptions,
will not be entitled to deduct any loss on bearer securities and must treat as
ordinary income any gain realized on the sale or other disposition (including
the receipt of principal) of bearer securities.

   The term "qualifying foreign branch of a United States financial
institution" means a branch located outside the United States of a U.S.
securities clearing organization, bank or other financial institution that
holds

                                       14


customers' securities in the ordinary course of its trade or business and that
provides a certificate within a reasonable time, or a blanket certificate in
the year the debt security is issued or either of the preceding two calendar
years, stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code and its regulations.

   The term "U.S. person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any political subdivision of the United States,
and an estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.

   The term "United States" means the United States of America, including the
states and the District of Columbia.

   The term "possessions" includes Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.

Certain Covenants of Dow

 Limitations on Liens

   Subject to the exceptions described below and those set forth under
"Exempted Indebtedness," Dow may not, and may not permit any restricted
subsidiary to create or permit to exist any lien on any principal property,
additions to principal property or shares of capital stock of any restricted
subsidiary without equally and ratably securing the debt securities. This
restriction will not apply to certain permitted liens, including:

  . liens on principal property existing at the time of its acquisition and
    certain purchase money mortgages;

  . liens existing on the date of the indenture;

  . liens on property or shares of capital stock, or arising out of any
    indebtedness of any corporation existing at the time the corporation
    becomes or is merged into Dow or a restricted subsidiary;

  . liens which secure debt owing to Dow or a subsidiary by a restricted
    subsidiary;

  . liens in connection with the issuance of tax-exempt industrial
    development or pollution control bonds or other similar bonds issued
    pursuant to Section 103(b) of the Internal Revenue Code to finance all or
    any part of the purchase price of or the cost of construction, equipping
    or improving property, provided that those liens are limited to the
    property acquired or constructed or the improvement and to substantially
    unimproved real property on which such construction or improvement is
    located; provided further, that Dow and restricted subsidiaries may
    further secure all or any part of such purchase price or the cost of
    construction of such improvements and personal property by an interest on
    additional property of Dow and restricted subsidiaries only to the extent
    necessary for the construction, maintenance and operation of, and access
    to, such property so acquired or constructed or such improvement;

  . liens arising from assignments of money due under contracts with the
    United States or any State, or any department, agency or political
    subdivision of the United States or any State;

  . liens in favor of any customer arising in respect of certain payments
    made by or on behalf of a customer for goods produced for or services
    rendered to customers in the ordinary course of business not exceeding
    the amount of those payments;

  . any extension, renewal or replacement of any lien referred to in any of
    the previous clauses; and

  . certain statutory liens, liens for taxes and certain other liens.

 Limitation on Sale and Lease-Back Transactions

   Subject to the exceptions set forth below under the section of this
prospectus captioned "Exempted Indebtedness," sale and lease-back transactions
by Dow or any restricted subsidiary of any principal property

                                       15


are prohibited (except for temporary leases for a term, including any renewal
thereof, of not more than three years and except for leases between Dow and a
subsidiary or between subsidiaries) unless the net proceeds of such sale and
leaseback transaction are at least equal to the fair value of the property.

 Exempted Indebtedness

   Dow or any restricted subsidiary may create or assume liens or enter into
sale and lease-back transactions not otherwise permitted under the limitations
on liens and sale and lease-back transactions described above, so long as at
that time and after giving effect to the lien or sale and lease-back
transaction, the sum of:

  (1) the aggregate outstanding indebtedness of Dow and its consolidated
      subsidiaries incurred after the date of the indenture and secured by
      such liens relating to principal property; plus

  (2) the aggregate discounted value of the obligations for rental payments
      in respect to such sale and lease-back transactions relating to
      principal property does not exceed 10% of consolidated net tangible
      assets.

There are no covenants or provisions contained in the indenture which protect
holders of debt securities in the event of a highly leveraged transaction.

 Certain Definitions

   The following are the meanings of terms that are important in understanding
the covenants previously described:

  . ""consolidated net tangible assets" means the total assets of Dow and its
    consolidated subsidiaries as shown on or reflected in its balance sheet,
    less:

   -- all current liabilities, excluding current liabilities which could be
      classified as long-term debt under generally accepted accounting
      principles and current liabilities which are by their terms extendible
      or renewable at the obligor's option to a time more than 12 months
      after the time as of which the amount of current liabilities is being
      computed;

   -- advances to entities accounted for on the equity method of accounting;
      and

   -- intangible assets.

  .  "intangible assets" means the aggregate value, net of any applicable
     reserves, as shown on or reflected in Dow's balance sheet, of:

   -  all trade names, trademarks, licenses, patents, copyrights and
      goodwill;

   -  organizational and development costs;

   -  deferred charges, other than prepaid items such as insurance, taxes,
      interest, commissions, rents and similar items and tangible assets
      being amortized; and

   -  amortized debt discount and expense, less unamortized premium.

  . ""principal property" means any manufacturing facility having a gross
    book value in excess of 1% of consolidated net tangible assets that is
    owned by Dow or any restricted subsidiary and located within the United
    States, excluding its territories and possessions and Puerto Rico, other
    than any facility or portion of a facility which Dow's board of directors
    reasonably determines is not material to the business conducted by Dow
    and its subsidiaries as a whole.

  .  "restricted subsidiary" means any subsidiary:

   -- of which substantially all of the property of is located, and
      substantially all of the business is carried on, within the United
      States, excluding its territories and possessions and Puerto Rico; and

                                       16


   -- which owns or operates one or more principal properties; provided,
      however, restricted subsidiary shall not include a subsidiary which is
      primarily engaged in the business of a finance or insurance company,
      and branches of such finance or insurance company.

  .  "subsidiary" means each corporation of which more than 50% of the
     outstanding voting stock is owned, directly or indirectly, by Dow or one
     or more of its subsidiaries, or by Dow and one or more of its
     subsidiaries.

Consolidation, Merger and Sale of Assets

   Dow may not merge or consolidate or sell or convey all or substantially all
of its assets unless:

  .  the successor corporation is Dow or is a domestic corporation which
     assumes Dow's obligations on the debt securities and under the
     indenture; and

  . after giving effect to such transaction, Dow or the successor corporation
    would not be in default under the indenture.

Events of Default

   With respect to any series of debt securities, any one of the following
events will constitute an event of default under the indenture:

  (1) default by Dow for 30 days in the payment of any installment of
      interest on the debt securities of such series;

  (2) default by Dow in the payment of any principal on the debt securities
      of such series;

  (3) default by Dow in the payment of any sinking fund installment;

  (4) default by Dow in the performance of any of the covenants or warranties
      contained in the indenture for the benefit of the debt securities of
      such series which is not remedied within a period of 90 days after
      receipt of written notice by Dow from the trustee or by Dow and the
      trustee for the holders of not less than 25% in principal amount of the
      debt securities of such series then outstanding;

  (5) certain events of bankruptcy, insolvency or reorganization of Dow; or

  (6) any other event of default established in accordance with the indenture
      with respect to any series of debt securities.

   No event of default described in clauses (1), (2), (3), (4) or (6) above
with respect to a particular series of debt securities necessarily constitutes
an event of default with respect to any other series of debt securities.

   The indenture provides that if an event of default under clauses (1), (2),
(3), (4) or (6) above (but only if the event of default under clause (4) or (6)
is with respect to less than all series of debt securities then outstanding)
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in aggregate principal amount of the then outstanding debt
securities of the series affected by such event of default, each such series
treated as a separate class, may declare the principal of all the debt
securities of each such series, together with accrued interest, to be due and
payable immediately. If an Event of Default under clause (4), (5) or (6) above
(but only if the event of default under clause (4) or (6) is with respect to
all of the series of debt securities then outstanding) shall have occurred and
be continuing, either the trustee or the holders of not less than 25% in the
aggregate principal amount of all the debt securities then outstanding, treated
as one class, may declare the principal of all the debt securities, together
with accrued interest, to be due and payable immediately. Upon certain
conditions, such declaration (including a declaration caused by a default in
the payment of principal or interest, the payment for which has subsequently
been provided) may be annulled by the holders of a majority in principal amount
of the debt securities of the series then outstanding, each such series treated
as a separate class, or all debt securities treated as one class, as the case
may be, as were entitled to declare such default. In addition, past defaults
may be waived by the holders of a majority in

                                       17


principal amount of the debt securities of the series then outstanding, each
series treated as a separate class, or all debt securities treated as one
class, as the case may be, as were entitled to declare such default, except a
default in the payment of the principal of or interest on the debt securities
or in respect of a covenant or provision of the indenture which cannot be
modified or amended without the approval of the holder of each debt security so
affected.

   The indenture contains a provision entitling the trustee, subject to the
duty of the trustee during default to act with the required standard of care,
to be indemnified by the holders of debt securities before exercising any right
or power under the indenture at the request of the holders of the debt
securities. The indenture also provides that the holders of a majority in
principal amount of the outstanding debt securities of all series affected,
each series treated as a separate class, may direct the time, method and place
of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, with respect to the
debt securities of such series.

   The indenture requires Dow to file annually with the trustee a certificate
as to the absence of any default or specifying any default that exists.

Satisfaction and Discharge of Indenture

   The indenture with respect to any series, except for certain specified
surviving obligations, including Dow's obligation to pay the principal of and
interest on the debt securities of such series, will be discharged and canceled
upon the satisfaction of certain conditions, including:

  . payment of all the debt securities of such series; or

  . the deposit with the trustee of cash or U.S. government obligations or a
    combination of cash or U.S. government obligations sufficient for such
    payment or redemption in accordance with the indenture and the terms of
    the debt securities of such series.

Modification and Waiver

   Dow and the trustee may modify and amend the indenture with the consent of
the holders of more than 50% of the principal amount of the outstanding debt
securities of each series which is affected. No supplemental indenture may:

  . extend the final maturity of, reduce the rate or extend the time of
    payment of interest on, reduce the principal amount of, or reduce any
    amount payable on any redemption of, any debt securities without the
    consent of the holder of each debt security affected; or

  . reduce the percentage in principal amount of outstanding debt securities
    of any series, the consent of whose holders is required for any
    supplemental indenture, without the consent of the holders of all
    outstanding debt securities.

Governing Law

   The indenture and the debt securities are governed by and construed in
accordance with the laws of the State of New York.

Information About the Trustee

   Dow maintains banking relationships in the ordinary course of business with
the trustee. The trustee's principal corporate trust office is located at 1
Bank One Plaza, Chicago, Illinois 60670-0126. The trustee's principal office in
New York City is located at 14 Wall Street, Eighth Floor, New York, New York
10005.

                                       18


                      DESCRIPTION OF WARRANTS TO PURCHASE
                        COMMON STOCK OR PREFERRED STOCK

   Dow may issue, alone or together with common stock or preferred stock, stock
warrants for the purchase of common stock or preferred stock. The stock
warrants will be issued under a stock warrant agreement to be entered into
between Dow and a bank or trust company, as stock warrant agent, at the time of
issue. A copy of the form of the stock warrant agreement and the stock warrant
certificate for both common stock and preferred stock is filed as an exhibit to
the registration statement of which this prospectus is a part. The following
summary of the material provisions of the stock warrant agreement and the stock
warrant certificate does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all the provisions of the stock
warrant agreement and the stock warrant certificate, including the defined
terms.

General

   A prospectus supplement will describe the terms of the stock warrants
offered, the stock warrant agreement relating to the stock warrants and the
stock warrant certificates representing the stock warrants, including the
following:

  . the offering price, if any;

  . the designation and terms of the common stock or preferred stock that may
    be purchased upon exercise of the stock warrants;

  . if applicable, the date on and after which the stock warrants and the
    related securities will be separately transferable;

  . the number of shares of common stock or preferred stock that may be
    purchased upon exercise of one stock warrant and the initial price at
    which such shares may be purchased upon exercise;

  . the date on which the right to exercise the stock warrants will begin and
    the date on which such right will expire;

  . a discussion of material U.S. federal income tax considerations;

  . the call provisions, if any;

  . the currency, currencies or currency units in which the offering price,
    if any, and exercise price are payable;

  . the antidilution provisions of the stock warrants; and

  . any other terms of the stock warrants.

   The shares of common stock or preferred stock to be issued upon exercise of
the stock warrants will, when issued in accordance with the stock warrant
agreement, be fully paid and nonassessable.

Exercise of Stock Warrants

   Stock warrants may be exercised by surrendering to the stock warrant agent
the stock warrant certificate with the form of election to purchase on the
reverse side of the certificate duly completed and signed by the warrant
holder, or its duly authorized agent, with such signature guaranteed by a bank
or trust company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc. or by a member of a national securities
exchange. The form of election should indicate the warrant holder's election to
exercise all or a portion of the stock warrants evidenced by the certificate.
Surrendered stock warrant certificates must be accompanied by payment of the
aggregate exercise price of the stock warrants to be exercised, as set forth in
the prospectus supplement. The payment should be made in U.S. dollars, unless
otherwise provided in the prospectus supplement. Upon the stock warrant agent's
receipt of the surrendered stock warrant certificates and payment of the
aggregate exercise price of the stock warrants, the stock warrant agent will
request that the

                                       19


transfer agent issue and deliver to or upon the written order of the exercising
warrant holder, a certificate stating the number of shares of common stock or
preferred stock purchased. If less than all of the stock warrants evidenced by
any stock warrant certificate are exercised, the stock warrant agent will
deliver to the exercising warrant holder a new stock warrant certificate
representing the unexercised stock warrants.

No Rights as Stockholders

   Holders of stock warrants, by virtue of being such holders, will not be
entitled to vote, consent, receive dividends, receive notice as shareholder
with respect to any meeting of stockholders for election of directors of Dow or
any other matter, or exercise any rights whatsoever as stockholders of Dow.

                          DESCRIPTION OF DEBT WARRANTS

   Dow may issue, alone or together with debt securities, debt warrants for the
purchase of debt securities. The debt warrants will be issued under debt
warrant agreements to be entered into between Dow and a bank or trust company,
as debt warrant agent, at the time of issue. A copy of the form of the debt
warrant agreement and debt warrant certificate is incorporated by reference as
an exhibit to the registration statement of which this prospectus forms a part.
The following summary of certain provisions of the debt warrant agreement and
the debt warrant certificates does not purport to be complete and is subject
to, and qualified in its entirety by reference to, all the provisions of the
debt warrant agreement and the debt warrant certificates, including the defined
terms.

General

   A prospectus supplement will describe the terms of the debt warrants
offered, the debt warrant agreement relating to the debt warrants and the debt
warrant certificates representing the debt warrants, including the following:

  . the designation, aggregate principal amount and terms of the debt
    securities purchasable upon exercise of the debt warrants and the
    procedures and conditions relating to the exercise of the debt warrants;

  . the designation and terms of any related debt securities with which the
    debt warrants are issued and the number of debt warrants issued with each
    debt security;

  . the date, if any, on and after which the debt warrants and the related
    debt securities may be separately transferred;

  . the principal amount of debt securities purchasable upon exercise of debt
    warrants and the price at which such principal amount of debt securities
    may be purchased upon exercise;

  . the date on which the right to exercise the debt warrants shall commence
    and the date on which the right shall expire;

  . if the debt securities purchasable upon exercise of the debt warrants are
    original issue discount debt securities, a discussion of the material
    Federal income tax considerations applicable to the debt securities; and

  . whether the debt warrants represented by the debt warrant certificates
    will be issued in registered or bearer form, and, if registered, where
    they may be transferred and registered.

   Debt warrant certificates may be exchanged for new debt warrant certificates
of different denominations and debt warrants may be exercised at the corporate
trust office of the debt warrant agent or any other office indicated in the
prospectus supplement.

                                       20


No Rights as Holders of Debt Securities

   Prior to the exercise of their debt warrants, holders of debt warrants will
not have any of the rights of holders of the debt securities purchasable upon
such exercise (except to the extent that consent of holders of debt warrants
may be required for certain modifications of the terms of the indenture and a
series of debt securities issuable upon exercise of the debt warrants). In
addition, holders of debt warrants will not be entitled to payments of
principal of (and premium, if any) or interest, if any, on the debt securities
purchasable upon exercise.

Exercise of Debt Warrants

   Each debt warrant will entitle the holder to purchase for cash the principal
amount of debt securities at the exercise price set forth or to be determined
as set forth in the prospectus supplement. Debt warrants may be exercised at
any time up to the close of business on the expiration date set forth in the
prospectus supplement. After the close of business on the expiration date,
unexercised debt warrants will become void.

   Debt warrants may be exercised in the manner set forth in the prospectus
supplement. Upon receipt of payment and the properly completed and duly
executed warrant certificate at the corporate trust office of the debt warrant
agent or any other office indicated in the prospectus supplement, Dow will, as
soon as practicable, forward the debt securities purchased upon such exercise.
If less than all of the debt warrants represented by the debt warrant
certificate are exercised, a new debt warrant certificate will be issued for
the remaining amount of debt warrants.

                              PLAN OF DISTRIBUTION

   Dow may sell the securities:

  . directly to purchasers, or

  . through agents, underwriters, or dealers, or

  . through a combination of any of these methods of sale.

   Dow may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.

   Dow may designate agents to solicit offers to purchase the securities from
time to time. These agents may be deemed to be underwriters, as defined in the
Securities Act of 1933, involved in the offer or sale of the securities. The
prospectus supplement will name the agents and any commissions Dow pays them.
Agents may be entitled to indemnification by Dow against certain liabilities,
including liabilities under the Securities Act of 1933, under agreements
between Dow and the agents, and the agents or their affiliates may extend
credit to or engage in transactions with or perform services for Dow in the
ordinary course of business. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a reasonable efforts basis for the
period of its appointment.

   If Dow uses any underwriters in the sale, Dow will enter into an
underwriting agreement with them at the time of sale and the names of the
underwriters and the terms of the transaction will be set forth in the
prospectus supplement that the underwriters use to make resales of the
securities. The underwriters may be entitled under the relevant underwriting
agreement to indemnification by Dow against certain liabilities, including
liabilities under the Securities Act of 1933, and the underwriters or their
affiliates may extend credit to or engage in transactions with or perform
services for Dow in the ordinary course of business.

   If Dow uses dealers in the sale of the securities, Dow will sell the
securities to those dealers, as principal. The dealers may then resell the
securities to the public at varying prices to be determined by them at the time

                                       21


of resale. Dealers may be entitled to indemnification by Dow against certain
liabilities, including liabilities under the Securities Act of 1933, and the
dealers or their affiliates may extend credit to or engage in transactions with
or perform services for Dow in the ordinary course of business.

   Shares of Dow common stock are principally traded on the New York Stock
Exchange. Shares of Dow common stock also are listed on the Chicago, Pacific,
Amsterdam, Berlin, Brussels, Dusseldorf, Frankfurt, Hamburg, Hannover, London,
Paris, Switzerland and Tokyo exchanges and are traded on the Toronto, Boston,
Cincinnati and Philadelphia Exchanges. Other than the common stock, Dow does
not propose to list the offered securities on a securities exchange, and any
underwriters or dealers will not be obligated to make a market in the offered
securities. Dow may elect to list any series of offered securities on an
exchange, and in the case of the common stock, on any additional exchange, but,
unless otherwise specified in the applicable prospectus supplement, Dow will
not be obligated to do so. Dow can give no assurance as to the liquidity of the
trading market for any of the offered securities.

                                 LEGAL MATTERS

   Certain legal matters in connection with the securities offered by this
prospectus will be passed upon for Dow by John Scriven, Esq., Dow's Vice
President, General Counsel and Secretary and for any underwriters or agents by
Mayer, Brown & Platt, Chicago, Illinois. As of September 30, 1999, Mr. Scriven
beneficially owned 11,619 shares of Dow common stock and no shares of Dow
preferred stock, and held options to purchase 105,575 shares of Dow common
stock, of which options to purchase 61,166 shares of Dow common stock were
exercisable. The opinions of Mr. Scriven and Mayer, Brown & Platt may be
conditioned upon and may be subject to certain assumptions regarding, future
action required to be taken by Dow and any underwriter(s), dealer(s) or
agent(s) in connection with the issuance and sale of any securities. The
opinions of Mr. Scriven and Mayer, Brown & Platt and with respect to securities
may be subject to other conditions and assumptions, as indicated in the
prospectus supplement. Mayer, Brown & Platt from time to time represents Dow in
connection with certain matters.

                                    EXPERTS

   The Dow consolidated financial statements and related financial statement
schedule incorporated by reference in this registration statement from Dow's
Annual Report on Form 10-K for the year ended December 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

   Dow files reports, proxy statements and other information with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
You may read and copy that information at the following locations of the
Securities and Exchange Commission:

  Public Reference Room     New York Regional Office   Chicago Regional Office
  450 Fifth Street, N.W.    7 World Trade Center       Citicorp Center
  Room 1024                 Suite 1300                 500 West Madison Street
  Washington, D.C. 20549    New York, New York 10048   Suite 1400
  1-800-SEC-0330                                       Chicago, Illinois
                                                       60661-2511

   You may also obtain copies of this information by mail from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.

                                       22


   The Securities and Exchange Commission also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, including Dow, that file electronically with the Securities and
Exchange Commission. The address of that site is http://www.sec.gov.

   You can also inspect reports, proxy statements and other information about
Dow at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.

   The Securities and Exchange Commission allows Dow to "incorporate by
reference" information into this prospectus. This means that Dow can disclose
important information to you by referring you to another document filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document.

   This prospectus incorporates by reference the documents listed below that
Dow has previously filed with the Securities and Exchange Commission. The
documents contain important information about Dow and Dow's financial
condition.



            Dow's Filings with the Commission                  Period
      --------------------------------------------- ----------------------------
                                                 
      Annual Report on Form 10-K................... Year ended December 31, 1998

      Quarterly Reports on Form 10-Q............... Quarters ended:
                                                    .March 31, 1999
                                                    .June 30, 1999

      Current Report on Form 8-K................... Filed on August 4, 1999


   Dow also incorporates by reference any future filings it makes with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 (1) after the date of the filing of this
registration statement and before its effectiveness and (2) until Dow has sold
all of the securities to which this prospectus relates or the offering is
otherwise terminated. Dow's subsequent filings with the Securities and Exchange
Commission will automatically update and supersede information in this
prospectus.

   You may obtain a copy of any of the documents incorporated by reference in
this document at no cost by writing to or telephoning Dow at the following
address and telephone number:

                       Office of the Corporate Secretary
                            The Dow Chemical Company
                                2030 Dow Center
                            Midland, Michigan 48674
                            Telephone: 517-636-1792

   Dow has not authorized anyone to give any information or make any
representation about Dow that is different from, or in addition to, that
contained in this prospectus or in any of the materials that have been
incorporated into this document. Therefore, if anyone does give you information
of this sort, you should not rely on it. This prospectus is an offer to sell or
buy only the securities described in this document, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this document speaks only as of the date of this document unless
the information specifically indicates that another date applies.

                                       23


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

   The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities registered hereby:

                                                            
      SEC registration fee.......................................... $  458,700
      Printing and engraving costs.................................. $   30,000
      Legal fees and expenses....................................... $   25,000
      Accounting fees and expenses.................................. $   35,000
      Trustee fees and expenses..................................... $   10,000
      Rating agency fees............................................ $  500,000
      Miscellaneous................................................. $   11,300
                                                                     ----------
        Total....................................................... $1,070,000
                                                                     ==========

      

Item 15. Indemnification of Officers and Directors.

   Under Article VI of its Restated Certificate of Incorporation, as amended,
Dow may indemnify its directors, officers, employees and agents to such extent
as is permitted by the laws of the State of Delaware and as Dow's bylaws may
from time to time provide. Section 145 of the General Corporation Law of the
State of Delaware empowers Dow to indemnify, subject to the standards and
limitations therein prescribed, any person in connection with any action, suit
or proceeding brought or threatened by reason of the fact that such person is
or was a director, officer, employee or agent of Dow or is or was serving in
such capacity with respect to another corporation or other enterprise at the
request of Dow. Under Section VI of Dow's bylaws, Dow is required to indemnify
its directors, officers and employees to the full extent permitted by Delaware
law whenever such a person is, or is threatened to be made, a defendant in any
threatened, pending or completed legal proceeding. Section VI also gives Dow
discretion to indemnify directors, officers, employees and agents in any
threatened, pending or completed legal proceedings to which they are, or are
threatened to be made, a party. Any indemnification of a director, officer,
employee or agent of Dow must be approved by Dow's board of directors. Dow
maintains a directors' and officers' liability insurance policy that
indemnifies Dow's directors and officers against certain losses in connection
with claims made against them for certain wrongful acts.

Item 16. Exhibits.

   A list of exhibits filed herewith or incorporated by reference is contained
in the Exhibit Index which is incorporated herein by reference.

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. Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range
  may be reflected in the form of prospectus filed with the Commission
  pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
  price represent no

                                      II-1


  more than 20 percent change in the maximum aggregate offering price set
  forth in the "Calculation of Registration Fee" table in the effective
  registration statement; and

        (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 (1)(i) and (1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission 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 therein, 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 therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

   (7) 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 provisions referred to in Item 15, 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-2


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that 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 County of Midland, State of Michigan, on October 7, 1999.

                                          The Dow Chemical Company

                                          /s/ J. Pedro Reinhard
                                          -------------------------------------
                                          J. Pedro Reinhard
                                          Executive Vice President and Chief
                                           Financial Officer

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 7, 1999.

                  *                                         *
- -------------------------------------     -------------------------------------
A.A. Allemang                             J.K. Barton
Director and Vice President               Director

                  *                                         *
- -------------------------------------     -------------------------------------
D.T. Buzzelli                             A.J. Carbone
Director                                  Director and Executive Vice
                                           President

                  *                                         *
- -------------------------------------     -------------------------------------
J.C. Danforth                             W.D. Davis
Director                                  Director

                  *                                         *
- -------------------------------------     -------------------------------------
B.H. Franklin                             E.C. Falla
Director                                  Director

                  *                                         *
- -------------------------------------     -------------------------------------
G.M. Lynch                                A.D. Gilmour
Vice President and Controller (principal accounting officer)
                                          Director

                  *                                         *
- -------------------------------------     -------------------------------------
F.P. Popoff                               M.D. Parker
Director and Chairman of the Board        Director and Executive Vice
                                           President

                                      II-3



                  *                                         *
- -------------------------------------     -------------------------------------
P.G. Stern                                J.P. Reinhard
Director                                  Director, Executive Vice President
                                          and Chief Financial Officer
                                          (principal financial officer)

                  *
- -------------------------------------
W.S. Stavropoulos
Director, President and Chief Executive Officer
(principal executive officer)

 /s/ J. Pedro Reinhard
* ___________________________________
 By: J. Pedro Reinhard, Attorney in
 Fact

                                      II-4


                                 EXHIBIT INDEX



      Exhibit
      Number                           Description
      -------                          -----------
                                                                      
      1.1      Form of Underwriting Agreement (to be filed on Form 8-K).
      3.1      Restated Certificate of Incorporation of The Dow Chemical
               Company. (Filed as Exhibit 3(a) to Dow's Annual Report on
               Form 10-K for the year ended December 31, 1992 (File
               No. 1-3433), and incorporated by reference herein.)
      3.2      Bylaws of The Dow Chemical Company. (Filed as Exhibit
               3(ii) to Dow's Annual Report on Form 10-K for the year
               ended December 31, 1998 (File No. 1-3433), and
               incorporated by reference herein.)
      4.1      Indenture, dated as of April 1, 1992, between The Dow
               Chemical Company and The First National Bank of Chicago,
               as trustee.
      4.2      Supplemental Indenture, dated as of January 1, 1994,
               between the Dow Chemical Company and The First National
               Bank of Chicago, as trustee.
      4.3      Second Supplemental Indenture, dated as of October 1,
               1999, between the Dow Chemical Company and Bank One Trust
               Company, NA (formerly The First National Bank of Chicago),
               as trustee.
      4.4      Form of Common Stock Warrant Agreement (to be filed on
               Form 8-K).
      4.5      Form of Preferred Stock Warrant Agreement (to be filed on
               Form 8-K).
      4.6      Form of Debt Securities. (Filed as Exhibit 4.2 to Dow's
               Registration Statement on Form S-3 (No. 33-32714), and
               incorporated by reference herein.)
      4.7      Form of Debt Warrant Agreement. (Filed as Exhibit 4.3 to
               Dow's Registration Statement on Form S-3 (No. 33-44369),
               and incorporated by reference herein.)
      5.1      Opinion of John Scriven, Vice President, General Counsel
               and Secretary of Dow.
     23.1      Consent of Deloitte & Touche LLP, independent auditors of
               The Dow Chemical Company.
     23.2      Consent of John Scriven (included in Exhibit 5.1).
     24.1      Power of Attorney.
     25.1      Statement of Eligibility on Form T-1 of Bank One Trust
               Company, NA.

EX-4.1

                                                                     EXHIBIT 4.1

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





                           THE DOW CHEMICAL COMPANY



                                      AND



                      THE FIRST NATIONAL BANK OF CHICAGO,

                                    Trustee



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



                                   INDENTURE



                          Dated as of April 1, 1992



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


                               TABLE OF CONTENTS

                                                                         
      PARTIES. ...........................................................  1
      RECITALS ...........................................................  1
            Authorization of Indenture ...................................  1
            Compliance with Legal Requirements ...........................  1
            Purpose of and Consideration for Indenture ...................  1

                                  ARTICLE ONE

                                  DEFINITIONS

SECTION 1.1.  Certain Terms Defined ......................................  1
              Authenticating Agent .......................................  2
              Board of Directors .........................................  2
              Board Resolution ...........................................  2
              Business Day ...............................................  2
              CEDEL S.A. .................................................  2
              Commission .................................................  2
              Consolidated Net Tangible Assets ...........................  2
              Corporate Trust Office .....................................  3
              Coupon .....................................................  3
              Coupon Security ............................................  3
              Dollar .....................................................  3
              ECU ........................................................  3
              Euroclear ..................................................  3
              Event of Default ...........................................  3
              Exempted Indebtedness ......................................  3
              Foreign Currency ...........................................  4
              Holder, Holder of Securities, Securityholder ...............  4
              Indenture ..................................................  4
              Issuer .....................................................  4
              Issuer Notice ..............................................  4
              Issuer Order or Issuer Request .............................  4
              Officer's Certificate ......................................  4
              Opinion of Counsel .........................................  4
              Original Issue Date ........................................  4
              Original Issue Discount Security ...........................  5
              Outstanding ................................................  5
              Paying Agent ...............................................  5
              Person .....................................................  5



                                      -i-


                                                                         
              Place of Payment ...........................................   5
              principal ..................................................   6
              Principal Property .........................................   6
              Registered Holder ..........................................   6
              Registered Security ........................................   6
              Responsible Officer ........................................   6
              Restricted Subsidiary ......................................   6
              Security or Securities .....................................   6
              Series or Series of Securities .............................   6
              Specified Amount ...........................................   7
              Subsidiary .................................................   7
              Tranche ....................................................   7
              Trustee ....................................................   7
              Trust Indenture Act of 1939 or Trust Indenture Act .........   7
              United States ..............................................   7
              United States Alien ........................................   7
              Unregistered Security ......................................   7
              vice president .............................................   7
              Yield to Maturity ..........................................   7

                                  ARTICLE TWO

                                  SECURITIES

SECTION 2.1.  Forms Generally ............................................   8
SECTION 2.2.  Form of Trustee's Certificate of Authentication ............   8
SECTION 2.3.  Amount Unlimited; Issuable in Series .......................   9
SECTION 2.4.  Authentication and Delivery of Securities ..................  12
SECTION 2.5.  Execution of Securities ....................................  13
SECTION 2.6.  Certificate of Authentication ..............................  14
SECTION 2.7.  Denomination and Date of Securities; Payments of Interest ..  14
SECTION 2.8.  Registration, Transfer and Exchange ........................  16
SECTION 2.9.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities ..  20
SECTION 2.10. Cancellation of Securities; Destruction Thereof ............  21
SECTION 2.11. Temporary Securities .......................................  22
SECTION 2.12. Compliance with Certain Laws and Regulations ...............  24



                                     -ii-


                                                                         
SECTION 2.13. Appointment of Agents with Respect to Certain
                Calculations .............................................  24

                                 ARTICLE THREE

                            COVENANTS OF THE ISSUER

SECTION 3.1.  Payment of Principal and Interest ..........................  25
SECTION 3.2.  Offices for Payment, etc ...................................  25
SECTION 3.3.  Appointment to Fill a Vacancy in Office of Trustee .........  27
SECTION 3.4.  Paying Agents ..............................................  27
SECTION 3.5.  [Reserved] .................................................  28
SECTION 3.6.  Limitation on Liens ........................................  28
SECTION 3.7.  Limitation on Sale and Lease-Back Transactions .............  31
SECTION 3.8   Additional Amounts .........................................  31

                                 ARTICLE FOUR

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            ISSUER AND THE TRUSTEE

SECTION 4.1.  Issuer to Furnish Trustee Information as to Names and
                Addresses of Securityholders .............................  32
SECTION 4.2.  Preservation and Disclosure of Securityholders' Lists ......  33
SECTION 4.3.  Reports by the Issuer ......................................  34
SECTION 4.4.  Reports by the Trustee .....................................  35

                                 ARTICLE FIVE

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

SECTION 5.1.  Event of Default Defined; Acceleration of Maturity;
                Waiver of Default ........................................  37
SECTION 5.2.  Collection of Indebtedness by Trustee; Trustee May Prove
                Debt .....................................................  40
SECTION 5.3.  Application of Proceeds ....................................  43
SECTION 5.4.  Suits for Enforcement ......................................  44



                                     -iii-


                                                                         
SECTION 5.5.  Restoration of Rights on Abandonment of Proceedings ........  44
SECTION 5.6.  Limitations on Suits by Securityholders ....................  44
SECTION 5.7.  Unconditional Right of Securityholders to Institute
                Certain Suits ............................................  45
SECTION 5.8.  Powers and Remedies Cumulative; Delay or Omission Not Waiver
                of Default ...............................................  45
SECTION 5.9.  Control by Securityholders .................................  46
SECTION 5.10. Waiver of Past Defaults ....................................  46
SECTION 5.11. Trustee to Give Notice of Default, But May Withhold in
                Certain Circumstances ....................................  47
SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay
                Costs.....................................................  47

                                  ARTICLE SIX

                            CONCERNING THE TRUSTEE

SECTION 6.1.  Duties and Responsibilities of the Trustee; Prior to
                Default; During Default ..................................  48
SECTION 6.2.  Certain Rights of the Trustee ..............................  49
SECTION 6.3.  Trustee Not Responsible for Recitals, Disposition of
                Securities or Application of Proceeds Thereof ............  51
SECTION 6.4.  Trustee and Agents May Hold Securities; Collections, etc. ..  51
SECTION 6.5.  Moneys Held by Trustee .....................................  51
SECTION 6.6.  Compensation and Indemnification of Trustee and Its Prior
                Claim ....................................................  51
SECTION 6.7.  Right of Trustee to Rely on Officer's Certificate, etc. ....  52
SECTION 6.8.  Disqualification of Trustee; Conflicting Interests .........  52
SECTION 6.9.  Persons Eligible for Appointment as Trustee ................  52
SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee ..  53
SECTION 6.11. Acceptance of Appointment by Successor Trustee .............  54
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business
                of Trustee................................................  56



                                     -iv-


                                                                         
SECTION 6.13. Preferential Collection of Claims Against the Issuer .......  56
SECTION 6.14  Appointment of Authenticating Agent ........................  61

                                 ARTICLE SEVEN

                        CONCERNING THE SECURITYHOLDERS

SECTION 7.1.  Evidence of Action Taken by Securityholders ................  62
SECTION 7.2.  Proof of Execution of Instruments ..........................  63
SECTION 7.3.  Holders to Be Treated as Owners ............................  63
SECTION 7.4.  Securities Owned by Issuer Deemed Not Outstanding ..........  63
SECTION 7.5.  Right of Revocation of Action Taken ........................  64
SECTION 7.6.  Record Date for Determination of Holders Entitled to Vote ..  64

                                 ARTICLE EIGHT

                            SUPPLEMENTAL INDENTURES

SECTION 8.1.  Supplemental Indentures Without Consent of
                Securityholders ..........................................  65
SECTION 8.2.  Supplemental Indentures With Consent of Securityholders ....  66
SECTION 8.3.  Effect of Supplemental Indenture ...........................  67
SECTION 8.4.  Documents to Be Given to Trustee ...........................  68
SECTION 8.5.  Notation on Securities in Respect of Supplemental
                Indentures ...............................................  68

                                 ARTICLE NINE

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.  Issuer May Consolidate, etc., on Certain Terms .............  68
SECTION 9.2.  Successor Corporation Substituted ..........................  68
SECTION 9.3.  Opinion of Counsel to Trustee ..............................  69

                                  ARTICLE TEN



                                      -v-


                                                                          
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1.  Satisfaction and Discharge of Indenture ....................  69
SECTION 10.2.  Application by Trustee of Funds Deposited for Payment
                 of Securities ............................................  72
SECTION 10.3.  Repayment of Moneys Held by Paying Agent ...................  72
SECTION 10.4.  Return of Unclaimed Moneys Held By Trustee and Paying
                 Agent ....................................................  72
SECTION 10.5.  Reinstatement of Issuer's Obligations ......................  73

                                ARTICLE ELEVEN

                           MISCELLANEOUS PROVISIONS

SECTION 11.1.  Incorporators, Stockholders, Officers and Directors of
                 Issuer Exempt from Individual Liability ..................  73
SECTION 11.2.  Provisions of Indenture for the Sole Benefit of Parties and
                 Securityholders ..........................................  73
SECTION 11.3.  Successors and Assigns of Issuer Bound by Indenture ........  74
SECTION 11.4.  Notices and Demands on Issuer, Trustee and
                 Securityholders ..........................................  74
SECTION 11.5.  Officer's Certificates and Opinions of Counsel; Statements
                 to Be Contained Therein ..................................  75
SECTION 11.6.  Payments Due on Saturdays, Sundays and Holidays ............  76
SECTION 11.7.  Conflict of Any Provision of Indenture with Trust Indenture
                 Act of 1939 ..............................................  76
SECTION 11.8.  New York Law to Govern .....................................  76
SECTION 11.9.  Counterparts ...............................................  77
SECTION 11.10. Effect of Headings .........................................  77
SECTION 11.11. Determination of Principal Amount ..........................  77



                                     -vi-


                                                                          
                                ARTICLE TWELVE

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1.  Applicability of Article ...................................  77
SECTION 12.2.  Notice of Redemption; Partial Redemptions ..................  77
SECTION 12.3.  Payment of Securities Called for Redemption ................  79
SECTION 12.4.  Exclusion of Certain Securities from Eligibility for
                 Selection for Redemption .................................  79
SECTION 12.5.  Mandatory and Optional Sinking Funds .......................  80



TESTIMONIUM

SIGNATURES

ACKNOWLEDGMENTS

Exhibit A - Form of Certifications

                                     -vii-


                           CROSS REFERENCE SHEET/*/


    Provisions of Trust Indenture Act of 1939, as amended, and Indenture dated
as of April 1, 1992, between THE DOW CHEMICAL COMPANY and THE FIRST NATIONAL
BANK OF CHICAGO, Trustee:

      Section of the Act            Section of Indenture
- ------------------------            --------------------

310(a)(1) and (2)                   6.9
310(a)(3) and (4)                   Inapplicable
310(b)                              6.8 and 6.10
310(c)                              Inapplicable
311(a)                              6.13(a) and (c)(1) and (2)
311(b)                              6.13(b)
311(c)                              Inapplicable
312(a)                              4.1 and 4.2(a)
312(b)                              4.2(a) and (b)
312(c)                              4.2(c)
313(a)                              4.4(a)(i), (ii), (iii), (iv),
                                       (v) and (vi)
313(b)(1)                           Inapplicable
313(b)(2)                           4.4
313(c)                              4.4
313(d)                              4.4
314(a)                              4.3
314(b)                              Inapplicable
314(c)(1) and (2)                   11.5
314(c)(3)                           Inapplicable
314(d)                              Inapplicable
314(e)                              11.5
314(f)                              Inapplicable
315(a), (c) and (d)                 6.1
315(b)                              5.11
315(e)                              5.12
316(a)(1)                           5.9 and 5.10


_________________________

*  This Cross Reference Sheet is not part of the Indenture.


316(a)(2)                           Not required
316(a) (last sentence)              7.4
316(b)                              5.7
316(c)                              7.6
317(a)                              5.2
317(b)                              3.4(a) and (b)
318(a)                              11.7


      THIS INDENTURE, dated as of April 1, 1992 between THE DOW CHEMICAL
COMPANY, a Delaware corporation (the "Issuer"), and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, as Trustee (the "Trustee"),

                             W I T N E S S E T H:

      WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more Series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture; and

      WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

      NOW, THEREFORE:

      In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

      SECTION 1.1  Certain Terms Defined.  The following terms (except as
                   ---------------------
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section.  All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939,


including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole, as supplemented and amended
from time to time, and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more Series.

          "Board of Directors" means either the Board of Directors of the Issuer
or the Executive Committee of such Board of Directors duly authorized to act
hereunder.

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

          "Business Day" means, except as may otherwise be provided in the form
of Securities of any particular Series, with respect to any Place of Payment,
any day, other than a Saturday or Sunday, that is not a legal holiday, or a day
on which banking institutions are authorized or required by law or regulation to
close in The City of New York or in that Place of Payment, or with respect to
Securities denominated in a Foreign Currency, the capital city of the country of
such Foreign Currency, or with respect to Securities denominated in ECU,
Brussels, Belgium.

                                      -2-


          "CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres S.A.

          "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 and delivery 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 on such date.

          "Consolidated Net Tangible Assets" means the total assets of the
Issuer and its consolidated subsidiaries as shown on or reflected in its balance
sheet less (a) all current liabilities (excluding current liabilities which
could be classified as long-term debt in conformity with generally accepted
accounting principles and current liabilities which are by their terms
extendible or renewable at the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is being computed), (b)
advances to entities accounted for on the equity method of accounting, and (c)
intangible assets.  "Intangible assets" means the aggregate value (net of any
applicable reserves), as shown on or reflected in such balance sheet, of: (i)
all trade names, trademarks, licenses, patents, copyrights and goodwill; (ii)
organizational and development costs; (iii) deferred charges (other than prepaid
items such as insurance, taxes, interest, commissions, rents and similar items
and tangible assets being amortized); and (iv) unamortized debt discount and
expense, less unamortized premium.

          "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at One First National Plaza, Chicago, Illinois
60670-0126, Attention:  Corporate Trust Services Division.

           "Coupon" means any interest coupon appertaining to any Security.

           "Coupon Security" means any Security authenticated and delivered with
one or more Coupons appertaining thereto.

                                      -3-


          "Dollar" means the coin or currency of the United States which as of
the time of payment is legal tender for the payment of public and private debts.

          "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System.

          "Event of Default" means any event or condition specified as such in
Section 5.1.

          "Exempted Indebtedness" means the sum of (i) all outstanding
indebtedness of the Issuer and its Restricted Subsidiaries incurred after the
date of this Indenture and secured by liens proscribed in paragraph (a) of
Section 3.6, and (ii) the aggregate of present values (discounted at a rate per
annum equal to the average interest borne by all Outstanding Securities
determined on a weighted average basis and compounded semi-annually) of the
obligations of the Issuer or any Restricted Subsidiaries for rental payments
during the remaining term of all leases (including any period for which any such
lease has been extended or may, at the option of the lessor, be extended) of all
Principal Property other than those leases expressly permitted by paragraph (a)
of Section 3.7.  The net amount of rent required to be paid under any such lease
for any such term shall be the amount of the rent payable by the lessee with
respect to such period, after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges and contingent rents such as those based on sales.  In the case
of  any such lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.

          "Foreign Currency" means a currency issued by the government of any
country other than the United States.

          "Holder", "Holder of Securities", "Securityholder" or

                                      -4-


other similar terms mean the holder of an Unregistered Security or a Registered
Holder of a Registered Security and, when used with respect to any Coupon, means
the holder thereof.

          "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular Series of
Securities established as contemplated hereunder.

          "Issuer" means (except as otherwise provided in Article Six) The Dow
Chemical Company, a Delaware corporation, and, subject to Article Nine, its
successors and assigns.

          "Issuer Notice" means the confirmation of the Issuer, transmitted by
telex, telecopy or in writing to the Trustee of the terms of the issuance of any
Securities issuable in Tranches.

          "Issuer Order" or "Issuer Request" means a written order or request of
the Issuer, signed in its name by its President, Executive Vice President and
Chief Financial Officer or Vice President and Treasurer.

          "Officer's Certificate" means a certificate signed by the President,
the Executive Vice President and Chief Financial Officer or the Vice President
and Treasurer of the Issuer and delivered to the Trustee.  Each such certificate
shall include the statements provided for in Section 11.5.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer.  Each such opinion
shall include the statements provided for in Section 11.5.

          "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal

                                      -5-


amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 5.1.

          "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

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

          (b)  Securities, or portions thereof, for the payment or redemption
     of which moneys in the necessary amount shall have been deposited in trust
     with the Trustee or with any paying agent (other than the Issuer) or shall
     have been set aside, segregated and held in trust by the Issuer for the
     holders of such Securities (if the Issuer shall act as its own paying
     agent), provided that if such Securities, or portions thereof, are to be
     redeemed prior to the maturity thereof, notice of such redemption shall
     have been given as herein provided, or provision satisfactory to the
     Trustee shall have been made for giving such notice; and

          (c)  Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 2.9 (except with respect to any such Security as to
     which proof satisfactory to the Trustee is presented that such Security is
     held by a person in whose hands such Security is a legal, valid and binding
     obligation of the Issuer).

          "Paying Agent" means any Person (which may include the Issuer)
authorized by the Issuer to pay the principal of or interest, if any, on any
Security on behalf of the Issuer.

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

                                      -6-


          "Place of Payment," when used with respect to the Securities  of any
Series, means the place or places where the principal of and interest, if any,
on the Securities of that Series are payable as specified pursuant to Section
3.2.

          "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any."

          "Principal Property" means any manufacturing facility owned by the
Issuer or any Restricted Subsidiary and located within the United States
(excluding its territories and possessions and the Commonwealth of Puerto Rico)
the gross book value (without deduction of any depreciation reserves) of which
on the date as of which the determination is being made exceeds one percent of
Consolidated Net Tangible Assets, other than any such facility or portion
thereof which the Board of Directors reasonably determines is not material to
the business conducted by the Issuer and its Subsidiaries as a whole.

          "Registered Holder" when used with respect to a Registered Security
means the person in whose name such Security is registered in the Security
register.

          "Registered Security" means any Security registered in the Security
register.

          "Responsible Officer" when used with respect to the Trustee shall mean
any officer in the corporate trust department (or any successor group) of the
Trustee including any vice president, assistant vice president, assistant
secretary, or any other officer or assistant officer 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 at the Corporate Trust Office because of his or her knowledge of and
familiarity with the particular subject.

          "Restricted Subsidiary" means any Subsidiary (i) substantially all of
the property of which is located, and substantially all of the business of which
is carried on, within

                                      -7-


the United States (excluding its territories and possessions and the
Commonwealth of Puerto Rico), and (ii) which owns or operates one or more
Principal Properties; provided, however, that Restricted Subsidiary shall not
                      --------  -------
include (a) a Subsidiary which is primarily engaged in the business of a finance
or insurance company and branches thereof or (b) DowElanco or Marion Merrell
Dow, Inc.

          "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture, or, as the
case may be, Securities that have been authenticated and delivered under this
Indenture.

          "Series" or "Series of Securities" means a series of Securities.
Except in Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and
Eleven, the terms "Series" or "Series of Securities" shall also mean a Tranche
in the event that the applicable Series may be issued in separate Tranches.

          "Specified Amount" has the meaning specified in Section 2.12.

          "Subsidiary" means any corporation, of which at least a majority of
the Voting Stock is at the time owned directly or indirectly by the Issuer or by
the Issuer and its other Subsidiaries.  The term "Voting Stock" means
outstanding shares of stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power because of default in dividends or some other default.

          "Tranche" means all Securities of the same Series which have the same
issue date, maturity date and other terms.

          "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, any successor
trustee.

          "Trust Indenture Act of 1939" or "Trust Indenture Act" (except as
otherwise provided in Sections 8.1 and 8.2) means the Trust Indenture Act of
1939 as in force at the date as of which this Indenture was originally executed.

                                      -8-


          "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

          "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

          "Unregistered Security" means any Security not registered as to
principal.

          "vice president" when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "vice president."

          "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series,  or, if
applicable, at the most recent redetermination of interest on such Series, and
calculated by the Issuer in accordance with accepted financial practice.

                                  ARTICLE TWO

                                  SECURITIES

      SECTION 2.1  Forms Generally.  The Securities of each Series (including
                   ---------------
any temporary or permanent global Securities) and the Coupons, if any, shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a Board Resolution (or, to the extent established
pursuant to, rather than set forth in, such Board Resolution, in an Officer's
Certificate) 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 (the provisions of which shall be
appropriate to reflect the terms of each Series of

                                      -9-


Securities, including the currency or denomination, which may be Dollars,
Foreign Currency or ECU) and may have imprinted or otherwise reproduced thereon
such legend or legends, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of the
Securities and Coupons, if any.

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

      SECTION 2.2  Form of Trustee's Certificate of Authentication.  The
                   -----------------------------------------------
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

      This is one of the Securities of the Series designated herein and referred
to in the within-mentioned Indenture.

                                   The First National Bank of Chicago,
                                     as Trustee



                                   By_____________________________
                                          Authorized Officer

      SECTION 2.3  Amount Unlimited; Issuable in Series.  The aggregate
                   ------------------------------------
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

      The Securities may be issued in one or more Series.  There shall be
established in or pursuant to a Board Resolution, or to the extent established
pursuant to, rather than set forth in, such resolution, established in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior

                                      -10-


to the issuance of Securities of any Series,

          (1)  the title of the Securities of the Series (which title shall
     distinguish the Securities of the Series from all other Securities issued
     by the Issuer);

          (2)  any limit upon the aggregate principal amount of the Securities
     of the Series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     Series pursuant to Sections 2.8, 2.9, 2.11 or 12.3);

          (3)  whether Securities of the Series are to be issuable as
     Registered Securities, Unregistered Securities or both, whether any
     Securities of the Series are to be issuable initially in temporary global
     form and whether any Securities of the Series are to be issuable in
     permanent global form with or without Coupons and, if so, (i) whether
     beneficial owners of interest in any such permanent global Security may
     exchange such interest for Securities of such Series and of like tenor of
     any authorized form and denomination and the circumstances under which any
     such exchanges may occur, if other than in the manner provided in Section
     2.8 and (ii) the name of the depositary with respect to any global
     Security;

          (4)  the Person to whom any interest in any Registered Security of
     the Series shall be payable, if other than the Person in whose name the
     Security (or one or more predecessor Securities) is registered at the close
     of business on the record date for such interest, the manner in which, or
     the Person to whom, any interest on any Unregistered Security of the Series
     shall be payable, if otherwise than upon presentation and surrender of the
     Coupons appertaining thereto as they severally mature, and the extent to
     which, or the manner in which, any interest payable on a temporary global
     Security on an interest payment date will be paid if other than in the
     manner provided in Section 2.11;

          (5)  the date or dates on which the principal of the

                                      -11-


     Securities of the Series is payable;

          (6)  the rate or rates (or formula for determining such  rates) at
     which the Securities of the Series shall bear interest, if any, the date or
     dates from which such interest shall accrue, the interest payment dates on
     which such interest shall be payable and the record dates for the
     determination of Holders to whom interest is payable;

          (7)  whether the interest rate or interest rate formula, as the case
     may be, for Securities of the Series may be reset at the option of the
     Issuer and, if so, the date or dates on which such interest rate or
     interest rate formula, as the case may be, may be reset;

          (8)  the place or places where the principal and interest on
     Securities of the Series shall be payable (if other than as provided in
     Section 3.2), any Registered Securities of the Series may be surrendered
     for registration of transfer, Securities of the Series may be surrendered
     for exchange and notices and demands to or upon the Issuer in respect of
     the Securities of the Series and this Indenture may be served;

          (9)  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 or repurchased, in whole or in part, at the option of the Issuer
     or repaid at the option of the Holders;

          (10) the obligation, if any, of the Issuer 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 and 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;

          (11) the denominations in which any Registered Securities of the
     Series may be issued, if other than denominations of $1,000 and any
     integral multiple thereof,

                                      -12-


     and the denomination or denominations in which any Unregistered Securities
     of the Series may be issued, if other than the denomination of $5,000;

          (12) the form of the Securities (or forms thereof if Unregistered
     and Registered Securities shall be issuable in such Series), including such
     legends as required by law or as the Issuer deems necessary or appropriate,
     the form of any Coupons or Temporary Global Security which may be issued
     and the forms of any certificates which may be required hereunder or which
     the Issuer may require in connection with the offering, sale, delivery or
     exchange of Unregistered Securities;

          (13) the currency or currencies, including composite currencies, in
     which payments of interest or principal are payable with respect to the
     Securities of the Series if other than the currency of the United States of
     America;

          (14) if the amount of payments of principal of or interest on the
     Securities of any Series may be determined with reference to the
     differences in the price of or rate of exchange between any indexes,
     currencies or commodities, the manner in which such amounts shall be
     determined;

          (15) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the Series which thereof pursuant to
     Section 5.1 or provable in bankruptcy pursuant to Section 5.2;

          (16) whether Securities of the Series are issuable in Tranches;

          (17) any additional Events of Default or restrictive covenants with
     respect to the Securities of such Series which are not set forth herein;

          (18) any other terms or conditions upon which the Securities of the
     Series are to be issued (which terms shall not be inconsistent with the
     provisions of this Indenture); and

                                      -13-


          (19) any trustees, authenticating or paying agents, transfer agents
     or registrars or any other agents with respect to the Securities of such
     Series.

     All Securities of any one Series shall be substantially identical except
as to denomination, except as provided in the immediately succeeding paragraph,
and except as may otherwise be provided in or pursuant to such Board Resolution
or in any such indenture supplemental hereto.  All Securities of any one Series
need not be issued at the same time, and unless otherwise provided, a Series may
be reopened for issuances of additional Securities of such Series.

     Each Series may be issued in one or more Tranches.  Except as provided in
the foregoing paragraph, all Securities of a Tranche shall have the same terms,
including issue date, except that Securities of the same Tranche may be issued
in different denominations of the same currency or composite currency.

     SECTION 2.4  Authentication and Delivery of Securities.  At any time and
                  -----------------------------------------
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any Series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication,
together with an Issuer Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Issuer Order shall
authenticate and deliver such Securities; provided, however, that in connection
                                          --------  -------
with its original issuance, no Unregistered Security shall be mailed or
otherwise delivered to any location in the United States; and provided, further,
                                                              --------  -------
that an Unregistered Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Unregistered Security shall
have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier
than 15 days prior to the earlier of the date on which such Unregistered
Security is delivered and the date on which any temporary Security first becomes
exchangeable for such Unregistered Security in accordance with the terms of such
temporary Security and this Indenture.  If any Security shall be represented by
a permanent global Unregistered Security, then, for purposes of this Section
and Section 2.11, the notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a portion

                                      -14-


of a temporary global Security shall be deemed to be delivered in connection
with its original issuance of such beneficial owner's interest in such permanent
global Unregistered Security. 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
6.1) shall be fully protected in relying upon:

          (1)  an Issuer Order requesting such authentication and setting forth
     delivery instructions if the Securities are not to be delivered to the
     Issuer;

          (2)  any Board Resolution, Officer's Certificate and/or supplemental
     indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the
     forms of the Securities of any such Series were established;

          (3)  an Officer's Certificate setting forth the form and terms of the
     Securities stating that the form and terms of the Securities have been
     established pursuant to Section 2.1 and 2.3 and comply with this
     Indenture, and covering such other matters as the Trustee may reasonably
     request;

          (4)  an Opinion of Counsel to the effect that:

               (a)  the form or forms and terms of such Securities have been
          established pursuant to Sections 2.1 and 2.3 and comply with this
          Indenture;

               (b)  the authentication and delivery of such Securities by the
          Trustee are authorized under the provisions of this Indenture;

               (c)  such Securities, when authenticated and delivered by the
          Trustee and issued by the Issuer in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute
          valid and binding obligations of the Issuer;

               (d)  all laws and requirements in respect of the execution and
          delivery by the Issuer have been complied with; and

                                      -15-


               (e)  covering such other matters as the Trustee may reasonably
          request.

provided, however, that in the case of any Series issuable in Tranches, if the
- --------  -------
Trustee has previously received the documents referred to in Section 2.4(1)-(4)
with respect to any Tranche of such Series, the Trustee shall authenticate and
deliver Securities of such Series executed and delivered by the Issuer for
original issuance upon receipt by the Trustee of the applicable Issuer Notice.

     The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under this Indenture in a manner not reasonably
acceptable to the Trustee.

     SECTION 2.5  Execution of Securities.  The Securities shall be signed on
                  -----------------------
behalf of the Issuer by the Chairman of its Board of Directors or its president
or any vice president or its treasurer or any assistant treasurer, under its
corporate seal which may, but need not, be attested.  Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Issuer may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.  Any
Coupons attached to any Unregistered Security shall be executed on behalf of the
Issuer by the manual or facsimile signature of any such officer of the Issuer.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated and delivered by the Trustee or disposed
of by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the

                                      -16-


Issuer; and any Security or Coupon may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security or Coupon,
shall be the proper officers of the Issuer, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

      SECTION 2.6  Certificate of Authentication.  Only such Securities and
                   -----------------------------
Coupons appertaining thereto as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by the
Trustee by the manual signature of one of its authorized officers, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose.  Such certificate by the Trustee  upon any Security executed by the
Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to
the benefits of this Indenture.

      The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

      SECTION 2.7  Denomination and Date of Securities; Payments of Interest.
                   ---------------------------------------------------------
The Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3.  In the absence of any such specification with
respect to the Securities of any Series, Registered Securities of such Series
shall be issuable in denominations of $1,000 and any multiple thereof, and
Unregistered Securities of such Series shall be issuable in denominations of
$5,000, and interest shall be computed on the basis of a 360-day year of twelve
30-day months.  The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

      Each Registered Security shall be dated the date of its authentication,
each Unregistered Security shall be dated as of the date of original issuance of
the first Security of such Series to be issued, shall bear interest from the
date and shall be payable on the dates, in each case, which shall be specified

                                      -17-


as contemplated by Section 2.3.

      Interest on any Security which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Securities, to the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date.

      The term "record date" as used with respect to any interest payment date
(except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

      Any interest on any Security of any Series which is payable,  but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant regular record date by
virtue of his having been such Holder; and such defaulted interest may be paid
by the Issuer, at its election in each case, as provided in clause (1) or clause
(2) below:

           (1)  The Issuer may elect to make payment of any defaulted interest
      to the persons in whose names any such Registered Securities (or their
      respective predecessor Securities) are registered at the close of business
      on a special record date for the payment of such defaulted interest, which
      shall be fixed in the following manner. The Issuer shall notify the
      Trustee in writing of the amount of defaulted interest proposed to be paid
      on each Security of such Series and the date of the proposed payment, and
      at the same time the Issuer shall deposit with

                                      -18-


      the Trustee an amount of money equal to the aggregate amount proposed to
      be paid in respect of such defaulted interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the
      proposed payment, such money when deposited to be held in trust for the
      benefit of the persons entitled to such defaulted interest as in this
      clause provided. Thereupon the Trustee shall fix a special record date for
      the payment of such defaulted interest in respect of Registered Securities
      of such Series which shall be not more than 15 nor less than 10 days prior
      to the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Issuer of such special record date and, in the
      name and at the expense of the Issuer, shall cause notice of the proposed
      payment of such defaulted interest and the special record date thereof to
      be mailed, first class postage prepaid, to each Registered Holder at his
      address as it appears in the Security register, not less than 10 days
      prior to such special record date. Notice of the proposed payment of such
      defaulted interest and the special record date therefor having been mailed
      as aforesaid, such defaulted interest in respect of Registered Securities
      of such Series shall be paid to the person in whose names such Securities
      (or their respective predecessor Securities) are registered on such
      special record date and such defaulted interest shall no longer be payable
      pursuant to the following clause (2).

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

      Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the

                                      -19-


Holders of Registered Securities and other Securities of the same Series, and
notice of the payment date therefor shall be given by the Trustee, in the name
and at the expense of the Issuer, in the manner specified in Section 11.4.

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

      SECTION 2.8  Registration, Transfer and Exchange.  The Issuer will keep at
                   -----------------------------------
each office or agency to be maintained for the purpose as provided in Section
3.2 for each Series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of, Registered Securities as in this Article provided.
Such register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time.  At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

      Upon due presentation for registration of transfer of any Registered
Security of any Series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same Series in
authorized denominations for a like aggregate principal amount.

      At the option of the Holder, Registered Securities of any Series may be
exchanged for other Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.  Except as otherwise specified as
contemplated by Section 2.3, Unregistered Securities may not be

                                      -20-


issued in exchange for Registered Securities.

      At the option of the Holder, Unregistered Securities of any Series may be
exchanged for Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Unregistered Securities to be exchanged at any such office or agency,
with all unmatured Coupons, if any, and all matured Coupons, if any, in default
thereto appertaining.  If the Holder of an Unregistered Security is unable to
produce any  such unmatured Coupons and all matured Coupon or Coupons or matured
Coupon or Coupons in default, such exchange may be effected if the Unregistered
Securities are accompanied by payment in funds acceptable to the Issuer in an
amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Issuer and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless.  If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
                                                         --------  -------
that, except as otherwise provided in Section 3.2, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside the United States.  Notwithstanding the
foregoing, in case an Unregistered Security of any Series is surrendered at any
such office or agency in exchange for a Registered Security of the same Series
and like tenor after the close of business at such office or agency on any
record date and before the opening of business at such office or agency on the
relevant interest payment date, such Unregistered Security shall be surrendered
without the Coupon relating to such interest payment date and interest will not
be payable on such interest payment date in respect of the Registered Security
issued in exchange for such Unregistered Security, but will be payable only to
the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 2.3, any permanent global Security shall be exchangeable
only as provided in this

                                      -21-


paragraph. If the beneficial owners of interests in a permanent global Security
are entitled to exchange such interests for Securities of such Series and of
like tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 2.3, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Issuer shall deliver to the Trustee definitive Securities of that
Series in aggregate principal amount equal to the principal amount of such
permanent global Security, executed by the Issuer. On or after the earliest date
on which such interests may be so exchanged, such permanent global Securities
shall be surrendered from time to time by the depositary holding such global
security and in accordance with instructions given to the Trustee and such
depositary (which instructions shall be in writing but need not comply with
Section 11.5 or be accompanied by an Opinion of Counsel), as shall be specified
in the Issuer Order with respect to the Trustee, as the Issuer's agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities of the
same Series without charge. The Trustee shall authenticate and make available
for delivery, in exchange for each portion of such surrendered permanent global
Security, a like aggregate principal amount of definitive Securities of the same
Series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which (unless the Securities of the
Series are not issuable both as Unregistered Securities and as Registered
Securities, in which case the definitive Securities exchanged for the permanent
global Security shall be issuable only in the form which the Securities are
issuable, as specified as contemplated by Section 2.3) shall be in the form of
Unregistered Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that Series to be redeemed and ending
on the relevant Redemption Date; and provided, further, that no Unregistered
Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States.
Promptly following any such exchange in part, such permanent global Security
shall be returned by the Trustee to the depositary or such other depositary
referred to above in

                                      -22-


accordance with the instructions of the Issuer referred to above. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.

      Upon presentation for registration of any Unregistered Securities of any
Series which by its terms is registrable as to principal, at the office or
agency of the Issuer to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security.  Any Security so registered shall
be transferable on the registry books of the Issuer upon presentation of such
Security at such office or agency for similar notation thereon, but such
Security may be discharged from registration by being in a like manner
transferred to bearer, whereupon transferability by delivery shall be restored.
Unregistered Securities shall continue to be subject to successive registrations
and discharges from registration at the option of the Holders thereof.

      Unregistered Securities shall be transferable by delivery, except while
registered as to principal.  Registration of any Coupon Security shall not
effect the transferability by delivery of the Coupons appertaining thereto which
shall continue to be payable to bearer and transferable by delivery.

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

                                      -23-


      Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Issuer or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Issuer and the Security registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Securities, other than exchanges
pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer.

      The Issuer shall not be required (i) to issue, register the transfer of or
exchange Securities of any Series during a period beginning at the opening of
business 15 days before any selection of Securities of that Series to be
redeemed and ending at the close of business on (A) if Securities of the Series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the Series are issuable
as Unregistered Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the Series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Unregistered Security so selected for redemption except that such an
Unregistered Security may be exchange for a Registered Security of that Series
and like tenor, provided that such Registered Security shall be simultaneously
                --------
surrendered for redemption.

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

      SECTION 2.9  Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
                   ---------------------------------------------------------
In case any temporary or definitive Security or

                                      -24-


Coupon shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver, a new
Security of the same Series or Coupon, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security
or Coupon, or in lieu of and substitution for the Security or Coupon so
destroyed, lost or stolen. In every case the applicant for a substitute Security
or Coupon shall furnish to the Issuer and to the Trustee and to any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

      Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.  In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as any of them may require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Issuer and the Trustee and any agent of
the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

      Every substitute Security of any Series or Coupon issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be

                                      -25-


entitled to all the benefits of (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any and all
other Securities of such Series or Coupons duly authenticated and delivered
hereunder. All Securities or Coupons shall be held and owned upon the express
condition that, to the extent permitted by the law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

      SECTION 2.10  Cancellation of Securities, Destruction Thereof.  All
                    -----------------------------------------------
Securities surrendered for payment, redemption, registration of  transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund and all Coupons surrendered for payment or exchange, shall, if surrendered
to the Issuer or any agent of the Issuer or the Trustee, be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof, except as
expressly permitted by any of the provisions of this Indenture.  The Trustee
shall destroy cancelled Securities and Coupons held by it and deliver a
certificate of destruction to the Issuer.  If the Issuer shall acquire any of
the Securities and Coupons, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities and Coupons
unless and until the same are delivered to the Trustee for cancellation.

      SECTION 2.11  Temporary Securities.  Pending the preparation of definitive
                    --------------------
Securities of any Series, the Issuer may execute, and upon Issuer Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more Coupons or without Coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing may
determine, as evidenced by their execution

                                      -26-


of such Securities. In the case of any Series issuable as Unregistered
Securities, such temporary Securities may be in global form.

      Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any Series are issued, the Issuer will cause definitive
Securities of that Series to be prepared without unreasonable delay.  After the
preparation of definitive Securities of such Series, the temporary Securities of
such Series shall be exchangeable for definitive Securities of such Series upon
surrender of the temporary Securities of such Series at the office or agency of
the Issuer maintained pursuant to Section 3.2 for the purpose of exchanges of
Securities of such Series, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities of any Series (accompanied
by any unmatured Coupons appertaining thereto) the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same Series and of like tenor
of authorized denominations; provided, however, that no definitive Unregistered
                             --------  -------
Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Unregistered Security shall be delivered in
- --------  -------
exchange for a temporary Unregistered Security only in compliance with the
conditions set forth in Section 2.4.

      If temporary Securities of any Series are issued in global form, any such
temporary global Security shall, unless otherwise provided  therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

      Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Issuer shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, or, if so specified as contemplated by
Section 2.3, a permanent global Security, in either case,

                                      -27-


executed by the Issuer. On or after the Exchange Date, such temporary global
Security shall be surrendered by the Common Depositary to the Trustee, as the
Issuer's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same Series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 2.3, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
                              --------  -------
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euro-
clear as to the portion of such temporary global Security held for its account
then to be exchanged and a certificate dated the Exchange Date or a subsequent
date and signed by CEDEL S.A. as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit A-2 to this Indenture; and provided, further, that definitive
                                      --------  -------
Unregistered Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section
2.4.

      Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a Series in a temporary global Security
shall be exchanged for definitive Securities of the same Series and of like
tenor following the Exchange Date when the account holder instructs Euro-clear
or CEDEL S.A., as the case may be, to request such exchange on his behalf and
delivers to Euro-clear or CEDEL, S.A., as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days
prior to the Exchange Date.  Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary global

                                      -28-


Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euro-clear or CEDEL S.A. Definitive Securities in bearer form to be
delivered on exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

      Until exchanged in full as hereinabove provided, the temporary Securities
of any Series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same Series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 2.3, interest payable on a temporary global Security
on an interest payment date for Securities of such Series occurring prior to the
applicable Exchange Date shall be payable to Euro-clear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euro-clear and CEDEL S.A. to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-3 to this
Indenture, for credit without further interest on or after such interest payment
date to the respective accounts of the Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each
delivered to Euro-clear and CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit A-4 to this Indenture.  Any interest so received by
Euro-clear and CEDEL S.A. and not paid as herein provided shall be returned to
the Trustee and then to the Issuer in accordance with Section 10.4.

      SECTION 2.12  Compliance with Certain Laws and Regulations.
                    --------------------------------------------

      If any Unregistered Securities are to be issued in any Series of
Securities, the Issuer will use reasonable efforts to provide for arrangements
and procedures designed pursuant to then applicable laws and regulations, if
any, to ensure that Unregistered Securities are sold or resold, exchanged,
transferred and paid only in compliance with such laws and regulations and
without adverse consequences to the Issuer.

      SECTION 2.13  Appointment of Agents With Respect to Certain Calculations.
                    ----------------------------------------------------------

      The Issuer may appoint an Agent or Agents with respect to

                                      -29-


one or more Series of Securities which Agent or Agents shall be authorized to
determine the rate or rates of interest applicable to the Securities of any
Series from time to time in effect, the amount of principal or premium, if any,
payable on the Securities of any Series and the rates of exchange applicable to
the Securities of any Series denominated in a currency other than United States
dollars from time to time in effect, all in accordance with the terms of the
Securities of such Series. Wherever reference is made in this Indenture to any
such calculation by the Trustee, it shall be deemed to refer to the calculation
by such agent or agents. Such agent, upon calculating the amounts so to be
calculated pursuant to the terms of the Securities of any Series shall
communicate promptly in writing the amounts so calculated to the Issuer and the
Trustee. Absent manifest error, all amounts so calculated shall be binding on
the Issuer, the Trustee and the Holders of the Securities of such Series.

      Any such agent may resign at any time by giving written notice thereof to
the Issuer and to the Trustee.  The Issuer may at any time terminate the agency
of any such agent by giving written notice thereof to such agent and to the
Trustee.  Upon receiving such a notice of resignation or upon such a
termination, the Issuer may appoint a successor agent and shall give notice of
such appointment to all Holders of Securities in the manner provided in Section
11.4.

                                 ARTICLE THREE

                            COVENANTS OF THE ISSUER

      SECTION 3.1  Payment of Principal and Interest.  The Issuer covenants and
                   ---------------------------------
agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such Series in accordance with the terms of the Securities of
such Series, any Coupons appertaining thereto and this Indenture.

      The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the Coupons for such interest installments as are
evidenced thereby as they mature. The interest on any temporary Unregistered
Security shall be

                                      -30-


paid, as to any installment of interest evidenced by a Coupon attached thereto,
if any, only upon presentation and surrender of such Coupon, and, as to the
other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest.

      SECTION 3.2  Offices for Payment, etc. If Securities of a Series are
                   ------------------------
issuable only as Registered Securities, the Issuer will maintain an office or
agency where Securities of that Series may be presented or surrendered for
payment, where Securities of that Series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Securities of that Series and this Indenture may be served.
Except as otherwise specified as contemplated by Section 2.3, if Securities of a
Series are issuable as Registered Securities and/or Unregistered Securities, the
Issuer will maintain (A) in the Borough of Manhattan, The City of New York, or
in the City of Chicago, an office or agency where any Registered Securities of
that Series may be surrendered for registration of transfer, where Securities of
that Series may be surrendered for exchange, where notices and demands to or
upon the Issuer in respect of the Securities of that Series and this Indenture
may be served and where Unregistered Securities of that Series and related
Coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or regulations applicable thereto, outside the United States, an office or
agency where Securities of that Series and related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that Series pursuant to Section 3.8); provided, however, that if
                                                    --------  -------
the Securities of that Series are listed on The International Stock Exchange,
London, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Issuer
will maintain a Paying Agent for the Securities of that Series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that  Series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, outside
the United States, an office or agency where any Registered Securities of that
Series may be surrendered for registration of transfer, where Securities of that
Series may be

                                      -31-


surrendered for exchange and where notices and demands to or upon the Issuer in
respect of the Securities of that Series and this Indenture may be served. The
Issuer will give prompt written notice to the Trustee and the Holders of the
location, and any change in the location, of any such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency in
respect of any Series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations and surrenders of Securities of that
Series may be made and notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Unregistered Securities of
that Series and the related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Unregistered Securities
of that Series pursuant to Section 3.8) at an office maintained by the Trustee
in London, and the Issuer hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands.

      Except as otherwise specified as contemplated by Section 2.3, no payment
of principal or interest on Unregistered Securities shall be made at any office
or agency of the Issuer in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located
in the United States, provided, however, that, if the Securities of a Series are
                      --------  -------
denominated and payable in Dollars, payment of principal of and premium, if any,
and interest on any Unregistered Security (including any additional amounts
payable on Securities of such Series pursuant to Section 3.8) shall be made at
the office of the Issuer's Paying Agent in the Borough of Manhattan, The City of
New York, or the City of Chicago, if (but only if) payment in Dollars of the
full amount of such principal, premium, interest or additional amounts, as the
case may be, at all offices or agencies outside the United States maintained for
the purpose by the Issuer in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

      The Issuer may also from time to time designate one or more other offices
or agencies where the Securities of one or more Series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations;

                                      -32-


provided, however, that no such designation or rescission shall in any manner
- --------  -------
relieve the Issuer of its obligation to maintain an office or agency in
accordance with the requirements set forth above for Securities of any Series
for such purposes. The Issuer will give prompt written notice to the Trustee and
the Holders of any such designation or rescission and of any change in the
location of any such other office or agency.

      Unless otherwise specified pursuant to Section 2.3, the Trustee is
appointed Paying Agent and Registrar.

      SECTION 3.3  Appointment to Fill a Vacancy in Office of Trustee. The
                   --------------------------------------------------
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each Series of Securities
hereunder.

      SECTION 3.4  Paying Agents.  Whenever the Issuer shall appoint a Paying
                   -------------
Agent other than the Trustee with respect to the Securities of any Series, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such Agent shall agree with the Trustee, subject to the provisions of
this Section,

           (a)  that it will hold all sums received by it as such Agent for the
      payment of the principal of or interest on the Securities of such Series
      or Coupons (whether such sums have been paid to it by the Issuer or by any
      other obligor on the Securities of such Series or Coupons) in trust for
      the benefit of the Holders of the Securities of such Series or of the
      Trustee, and upon the occurrence of an Event of Default pay over all such
      sums received by it to the Trustee,

           (b)  that it will give the Trustee notice of any failure by the
      Issuer (or by any other obligor on the Securities of such Series) to make
      any payment of the principal of or interest on the Securities of such
      Series or Coupons when the same shall be due and payable, and

           (c)  that it will give the Trustee notice of any

                                      -33-


      change of address of any Holder of which it is aware.

      The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such Series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee of any failure to take such action.

      If the Issuer shall act as its own Paying Agent with respect to the
Securities of any Series or Coupons, it will, on or before each due date of the
principal of or interest on the Securities of such Series or Coupons, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due.  The Issuer will promptly notify the Trustee of any
failure to take such action.

      Anything in this Section to the contrary notwithstanding, the Issuer may
at any time, for the purpose of obtaining a satisfaction  and discharge with
respect to one or more or all Series of Securities or Coupons hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
for any such Series by the Issuer or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

      SECTION 3.5  [Reserved]

      SECTION 3.6  Limitation on Liens.  (a)  So long as any of the Securities
                   -------------------
remain outstanding and unpaid, the Issuer will not create, assume or suffer to
exist and will not cause, suffer or permit any Restricted Subsidiary to create,
assume or suffer to exist, any mortgage, pledge or lien of or upon any Principal
Property or additions thereto or shares of capital stock of any Restricted
Subsidiary, whether owned at the date of this Indenture or thereafter acquired,
without making effective provision, and the Issuer covenants that in any such
case it will

                                      -34-


make or cause to be made effective provision, whereby the Securities then
Outstanding shall be secured by such mortgage, pledge or lien equally and
ratably with any and all other obligations and indebtedness thereby secured so
long as such indebtedness is so secured; provided that the foregoing covenant
                                         --------
shall not apply to any mortgage, pledge or lien (hereinafter in this Section 3.6
referred to as "liens") of the following character:

           (i)    liens on Principal Property existing at the time of
      acquisition of such Principal Property or to secure the payment of all or
      any part of the purchase price of such Principal Property or any addition
      thereto or to secure any indebtedness incurred at the time of, or within
      120 days after, the acquisition of such Principal Property or any addition
      thereto for the purpose of financing all or any part of the purchase price
      thereof (provided such liens are limited to such Principal Property or
      additions thereto);

           (ii)   liens existing on the date of this Indenture;

           (iii)  liens on property or shares of capital stock, or arising out
      of any indebtedness of any corporation existing at the time such
      corporation became or was merged into the Issuer or a Restricted
      Subsidiary;

           (iv)   liens executed by any Restricted Subsidiary and exclusively
      securing indebtedness or evidences of indebtedness incurred or issued by
      such Restricted Subsidiary either to the Issuer or to any Subsidiary;

           (v)    liens arising from assignments of money due and to become due
      under contracts between the Issuer or any Restricted Subsidiary  and the
      United States or any State, or any department, agency or political
      subdivision thereof;

           (vi)   liens of carriers, warehousemen, mechanics and materialmen
      incurred in the ordinary course of business for sums not yet due or being
      contested in good faith;

           (vii)  liens arising by reason of any judgment, decree or order of
      any court, so long as any appropriate legal

                                      -35-


      proceedings which may have been duly initiated for the review of such
      judgment, decree or order shall not have been finally terminated or so
      long as the period within which such proceedings may be initiated shall
      not have expired; or pledges or deposits to secure payment of workmen's
      compensation or other insurance, good faith deposits in connection with
      tenders, contracts (other than contracts for the payment of money) or
      leases, deposits to secure public or statutory obligations, deposits to
      secure public or statutory obligations, deposits to secure or in lieu of
      surety or appeal bonds, or deposits as security for the payment of taxes;

           (viii) liens in connection with the issuance of tax-exempt
      industrial development or pollution control bonds or other similar bonds
      issued pursuant to Section 103(b) of the Internal Revenue Code of 1986, as
      amended, or as hereafter amended, to finance all or any part of the
      purchase price of or the cost of constructing, equipping or improving
      property; provided that such liens shall be limited to such property
                --------
      acquired (including personal property) or constructed or such improvement
      and to thereto substantially unimproved real property on which such
      construction or improvement is located; and provided, further that the
                                                  --------  -------
      Issuer and Restricted Subsidiaries may further secure all or any part of
      such purchase price or the cost of construction of such improvements and
      personal property by an interest in additional property of the Issuer and
      Restricted Subsidiaries only to the extent necessary for the construction,
      maintenance and operation of, and access to, such property so acquired or
      constructed or such improvement;

           (ix)   liens in favor of any customer arising in respect of partial,
      progress, advance or other payments made by or on behalf of such customer
      for goods produced for or services rendered to such customer in the
      ordinary course of business not exceeding the amount of such payments;

           (x)    extensions, renewals or replacements, in whole or in part, of
      any lien referred to in the foregoing clauses

                                      -36-


      (i) to (ix), inclusive, provided that the principal amount of indebtedness
      secured thereby shall not exceed the principal amount of indebtedness so
      secured at the time of such extension, renewal or replacement and that
      such extension, renewal or replacement shall be limited to all or any part
      of the same property that secured the lien extended, renewed or replaced
      (plus improvements on such property); and

           (xi)   liens for taxes or assessments or governmental charges  or
      levies not yet due or delinquent, or which can thereafter be paid without
      penalty, or which are being contested in good faith by appropriate
      proceedings; landlord's liens on property held under lease, and tenants'
      rights under leases; easements; and any other liens of a nature similar to
      those hereinabove described in this clause (xi) which do not, in the
      opinion of the Issuer, materially impair the use of such property in the
      operation of the business of the Issuer or a Restricted Subsidiary or the
      value of such property for the purposes of such business.

      (b)  Notwithstanding the provisions of paragraph (a) of this Section 3.6,
the Issuer or any Restricted Subsidiary may create or assume liens; provided
                                                                    --------
that at the time of such creation or assumption, and after giving effect
thereto, Exempted Indebtedness does not exceed 10 percent of Consolidated Net
Tangible Assets at such time.

      SECTION 3.7  Limitation on Sale and Lease-Back Transactions.  (a)  The
                   ----------------------------------------------
Issuer will not, nor will it permit any Restricted Subsidiary to, enter into any
arrangement providing for the leasing by the Issuer or any Restricted Subsidiary
of any Principal Property (except for temporary leases for a term, including any
renewal thereof, of not more than three years and except for leases between the
Issuer and a Subsidiary or between Subsidiaries), which Principal Property has
been or is to be sold or transferred by the Issuer or such Restricted Subsidiary
(herein referred to as a "Sale and Lease-Back Transaction") unless the net
proceeds of such sale are at least equal to the fair value (as determined by the
Board of Directors) of such property.

                                      -37-


      (b)  Notwithstanding the provisions of paragraph (a) of this Section 3.7,
the Issuer or any Restricted Subsidiary may enter into Sale and Lease-Back
Transactions, provided that at the time of such entering into, and after giving
              --------
effect thereto, Exempted Indebtedness does not exceed 10 percent of Consolidated
Net Tangible Assets at such time.

SECTION 3.8.  Additional Amounts.
              -------------------

      If the Securities of a Series provide for the payment of additional
amounts, the Issuer will pay to the Holder of any Security of such Series or any
Coupon appertaining thereto additional amounts as provided therein.  Whenever in
this Indenture there is mentioned, in any context, the payment of the principal
or premium, if any, of or interest on, or in respect of, any Security of any
Series or payment of any related Coupon or the net proceeds received on the sale
or exchange of any Security of any Series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as  excluding additional amounts in
those provisions hereof where such express mention is not made.

      If the Securities of a Series provide for the payment of additional
amounts, at least 10 days prior to the first interest payment date with respect
to that Series of Securities (or if the Securities of that Series will not bear
interest prior to maturity, the first day on which a payment of principal is
made), and at least 10 days prior to each date of payment of principal, premium,
if any, or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officer's Certificate, the Issuer will furnish the
Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officer's Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of or interest
on the Securities of that Series shall be made to Holders of Securities of that
Series or any related Coupons who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge

                                      -38-


described in the Securities of that Series. If any such withholding shall be
required, then such Officer's Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
or Coupons and the Issuer will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Issuer covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer's Certificate furnished pursuant to this
Section.

                                 ARTICLE FOUR

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            ISSUER AND THE TRUSTEE

      SECTION 4.1  Issuer to Furnish Trustee Information as to Names and
                   -----------------------------------------------------
Addresses of Securityholders. The Issuer covenants and agrees that it will
- ----------------------------
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of each Series:

           (a)  semiannually and not more than 10 days after each record date
      for the payment of interest on such Securities, as hereinabove specified,
      as of such record date and on dates to be determined pursuant to Section
      2.3 for non-interest bearing securities in each year, and

           (b)  at such other times as the Trustee may request in writing,
      within 30 days after receipt by the Issuer of any such request as of a
      date not more than 15 days prior to the time such information is
      furnished,

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Issuer shall be required to furnish such information concerning the Holders
of Unregistered Securities which is known to it; provided, further, that the
Issuer shall have no obligation to investigate any matter

                                      -39-


relating to any Holder of an Unregistered Security or any Holder of a Coupon.

      SECTION 4.2  Preservation and Disclosure of Securityholders' Lists.  (a)
                   -----------------------------------------------------
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of each Series of
Securities contained in the most recent list furnished to it as provided in
Section 4.1 or maintained by the Trustee in its capacity as Security registrar
for such Series, if so acting. The Trustee may destroy any list furnished to it
as provided in Section 4.1 upon receipt of a new list so furnished.

      (b)  In case three or more Holders of Securities (hereinafter referred to
as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of a particular Series (in which case the applicants must all hold
Securities of such Series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either

           (i)   afford to such applicants access to the information preserved
      at the time by the Trustee in accordance with the provisions of subsection
      (a) of this Section, or

           (ii)  inform such applicants as to the approximate number of Holders
      of Securities of such Series or all Securities, as the case may be, whose
      names and addresses appear in the information preserved at the time by the
      Trustee, in accordance with the provisions of subsection (a) of this
      Section, and as to the approximate cost of mailing to such Securityholders
      the form of proxy or other communication, if any, specified in such
      application.

                                      -40-


     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of such Series or all Securities, as the case may
be, whose name and address appear in the  information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section,
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission together with
a copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the Holders of Securities of such Series or all Securities, as the case may
be, or could be in violation of applicable law.  Such written statement shall
specify the basis of such opinion.  If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of such order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

     (c)  Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee 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 the provisions of subsection (b)
of this Section, 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 such subsection (b).

     SECTION 4.3    Reports by the Issuer.  The Issuer covenants:
                    ---------------------

                                      -41-


     (a)  to file with the Trustee, within 15 days after the Issuer 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 Commissioner may from time to time by rules and regulations
prescribe) which the Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, and if
the Issuer is not required to file information, documents, or reports pursuant
to either of such Sections, then to 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, or  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)  to 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 Issuer
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations; and

     (c)  to transmit by mail to the Holders of Securities in the manner and to
the extent required by Sections 4.4(c) and 11.4, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents, and
reports required to be filed by the Issuer pursuant to subsection (a) and (b) of
this Section as may be required to be transmitted to such Holders by rules and
regulations prescribed from time to time by the Commission; and

     (d)  to furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer of the Issuer as to his or her knowledge of the
Issuer's compliance with all conditions and covenants under this Indenture.  For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.

                                      -42-


     SECTION 4.4    Reports by the Trustee.  (a)  On or before July 1 in each
                    ----------------------
year following the date hereof, so long as any Securities are outstanding
hereunder, the Trustee shall transmit by mail as provided below to the
Securityholders of each Series, as hereinafter in this Section provided, a brief
report dated May 1 with respect to any of the following events which may have
occurred within the previous 12 months (but if no such event has occurred within
such period no report need be transmitted):

          (i)   any change to its eligibility under Section 6.9 and its
     qualifications under Section 6.8;

          (ii)  the creation of or any material change to a relationship
     specified in paragraphs (1) through (10) of Section 310(b) of the Trust
     Indenture Act;

          (iii) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee, as such, which remain unpaid on the date of such report and
     for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities of any Series, on any property or funds
     held or collected by it as Trustee, except that the Trustee shall not be
     required (but may elect) to report such advances if such advances so
     remaining unpaid aggregate not more than 1/2 of 1% of the principal amount
     of the Securities of any Series Outstanding on the date of such report;

          (iv)  the amount, interest rate, and maturity date of all other
     indebtedness owing by the Issuer (or by any other obligor on the
     Securities) to the Trustee in its individual capacity on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except any indebtedness based upon a creditor
     relationship arising in any manner described in Section 6.13(b)(2), (3),
     (4) or (6);

          (v)   the property and funds, if any, physically in the possession of
     the Trustee (as such) on the date of such report;

                                      -43-


          (vi)      any additional issue of Securities which the Trustee has not
     previously reported; and

          (vii)     any action taken by the Trustee in the performance of its
     duties under this Indenture which it has not previously reported and which
     in its opinion materially affects the Securities, except action in respect
     of a default, notice of which has been or is to be withheld by it in
     accordance with the provisions of Section 5.11.

     (b)  The Trustee shall transmit to the Securityholders of each Series, as
provided in subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee, as such,
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section (or if such report has yet been so transmitted,
since the date of this Indenture) for the reimbursement of which it claims or
may claim a lien or charge prior to that of the Securities of such Series on
property or funds held or collected by it as Trustee and which it has not
previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
Securities of such Series Outstanding at such time, such report to be
transmitted within 90 days after such time.

     (c)  Reports pursuant to this Section shall be transmitted by mail to all
registered Holders of Securities, as the names and addresses of such Holders
appear upon the registry book of the Issuer and to such Holders of Unregistered
Securities as have, within the two years preceding such notice, filed their
names and addresses with the Trustee for that purpose, and, except in the case
of reports pursuant to subsection (b) of this Section 4.4, to all Holders whose
names and addresses appear in the information preserved at the time of such
notice by the Trustee in accordance with the provisions of Section 4.2(a).

     (d)  A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Issuer and

                                      -44-


be filed by the Trustee with each stock exchange upon which the Securities of
any applicable Series are listed and also with the Commission. The Issuer agrees
to notify the Trustee with respect to any Series when and as the Securities of
such Series become admitted to trading on any national securities exchange.

                                 ARTICLE FIVE

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

     SECTION 5.1    Event of Default Defined: Acceleration of Maturity: Waiver
                    ----------------------------------------------------------
of Default. "Event of Default" with respect to Securities of any Series whatever
- -----------
used herein means each one of the following events which shall have occurred and
be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (a)  default in the payment of any installment of interest upon any of
     the Securities of such Series as and when the same shall become due and
     payable, and continuance of such default for a period of 30 days; or

          (b)  default in the payment of all or any part of the principal on any
     of the Securities of such Series as and when the same shall become due and
     payable either at maturity, upon redemption, by declaration or otherwise;
     or

          (c)  default in the payment of any sinking fund installment as and
     when the same shall become due and payable by the terms of the Securities
     of such Series; or

          (d)  default in the performance, or breach, of any covenant or
     warranty of the Issuer in respect of the Securities of such Series (other
     than a covenant or warranty in respect of the Securities of such Series a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with), and continuance of such default or breach for a
     period of 90 days after

                                      -45-


     notice thereof has been received by the Issuer from the Trustee or the
     Holders of at least 25% in principal amount of the Outstanding Securities
     of such Series affected thereby, a written notice specifying such default
     or breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or

          (e)  a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Issuer in an involuntary case under
     any applicable 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 Issuer or for any
     substantial part of its property or ordering the winding up or liquidation
     of its affairs, and such decree or order shall remain unstayed and in
     effect for a period of 60 consecutive days; or

          (f)  the Issuer shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     consent to the entry of an order for relief in an involuntary case under
     any such law, or consent to the appointment of or taking possession by a
     receiver, liquidator, assignee, custodian, trustee or sequestrator (or
     similar official) of the Issuer or for any substantial part of its
     property, or make any general assignment for the benefit of creditors; or

          (g)  any other Event of Default provided in the supplemental indenture
     or Board Resolution under which such Series of Securities is issued or in
     the form of Security for such Series.

If an Event of Default described in clauses (a), (b), (c), (d) or (g) above (if
the Event of Default under clause (d) or (g) is with respect to less than all
Series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Securities of such
Series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
such Series then Outstanding hereunder (each such Series treated as a separate

                                      -46-


class), by notice in writing to the Issuer (and to the Trustee if given by the
Securityholders), may declare the entire principal (or, if the Securities of
that Series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that Series) of all
Securities of such Series and the interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default described in clause (d), (g) (if the Event
of Default under clause (d) or (g) is with respect to all Series of Securities
then Outstanding), (e) or (f) occurs and is continuing, then and in each and
every such case, unless the principal of all the Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), by notice in writing to the Issuer (and to the Trustee
if given by Securityholders), may declare the entire principal of all the
Securities then Outstanding and interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any Series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such Series (or of all the Securities, as the case may be) and the
principal of any and all Securities of such Series (or of all the Securities, as
the case may be) which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
Series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit), and
such amount as shall

                                      -47-


be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the nonpayment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein - then
and in every such case the Holders of a majority in aggregate principal amount
of all the Securities of such Series, each Series treated as a separate class
(or of all the Securities, as the case may be, treated as a single class) then
outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such Series (or with respect to all the Securities, as
the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
                 -------------------------------------------------------------
The Issuer covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any Series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series

                                      -48-


or upon any redemption or by declaration or otherwise - then upon demand of the
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of
the Securities of such Series and the Holders of any Coupons appertaining
thereto the whole amount that then shall have become due and payable on all
Securities of such Series or such Coupons for principal of or interest, as the
case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such Series); and in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or bad faith.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any Series to the persons entitled thereto,
whether or not the principal of and interest on the Securities of such Series
are overdue.

     In case the Issuer 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 proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,

                                      -49-


liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or its
respective property, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor under the Securities of any Series, or
to the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

          (a)  to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Securities of any
     Series, and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for reasonable compensation to the Trustee and each predecessor Trustee,
     and their respective agents, attorneys and counsel, and for reimbursement
     of all expenses and liabilities incurred, and all advances made, by the
     Trustee and each predecessor Trustee, except as a result of negligence or
     bad faith) and of the Securityholders and the Holders of any Coupons
     appertaining thereto allowed in any judicial proceedings relative to the
     Issuer or other obligor upon all Securities of any Series, or to the
     creditors or property of the Issuer or such other obligor,

          (b)  unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any Series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c)  to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Securityholders and of the Trustee on their
     behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Holders to make
     payments to the Trustee, and, in the event

                                      -50-


     that the Trustee shall consent to the making of payments directly to the
     Securityholders, to pay to the Trustee such amounts as shall be sufficient
     to cover reasonable compensation to the Trustee, each predecessor Trustee
     and their respective agents, attorneys and counsel, and all other expenses
     and liabilities incurred, and all advances made, by the Trustee and each
     predecessor Trustee except as a result of negligence or bad faith and all
     other amounts due to the Trustee or any predecessor Trustee pursuant to
     Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof at any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities and Holders of any Coupons in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining thereto in respect to which
such action was taken, and its shall not be necessary to make any Holders of
such Securities and Coupons appertaining thereto parties to any such
proceedings.

                                      -51-


     SECTION 5.3 Application of Proceeds. Any moneys collected by the Trustee
                 -----------------------
pursuant to this Article in respect of the Securities of any Series shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities and any Coupons appertaining thereto
in respect of which moneys have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such Series in reduced
principal amounts in exchange for the presented Securities of like Series if
only partially paid, or upon surrender thereof if fully paid:

     FIRST:  To the payment of costs and expenses applicable to such Series in
respect of which moneys have been collected, including reasonable compensation
to the Trustee and each predecessor Trustee and their respective agents and
attorneys and of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith, and all other amounts due to the Trustee or any predecessor Trustee
pursuant to Section 6.6;

     SECOND: In case the principal of the Securities of such Series in respect
of which moneys have been collected shall not have become and be then due and
payable, to the payment of interest on the Securities of such Series in default
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 same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in such Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;

     THIRD:  In case the principal of the Securities of such Series in respect
of which moneys have been collected shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such Series for principal and interest, with interest upon the
overdue principal, and (to the extent that payment of such interest is
permissible by law and that such interest has been collected by the Trustee)
upon overdue installments of interest at the same rate as the rate of interest
or Yield to Maturity (in

                                      -52-


the case of Original Issue Discount Securities) specified in the Securities of
such Series; and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities of such Series, then to the
payment of such principal and interest or yield to maturity, without preference
or priority of principal over interest or yield to maturity or of interest or
yield to maturity over principal, 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, ratably to the aggregate of such principal and accrued
and unpaid interest; and

     FOURTH: To the payment of the remainder, if any, to the Issuer or any other
person lawfully entitled thereto.

     SECTION 5.4 Suits for Enforcement. In case an Event of Default has
                 ---------------------
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.5 Restoration of Rights on Abandonment of Proceedings. In case
                 ---------------------------------------------------
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     SECTION 5.6 Limitations on Suits by Securityholders. No Holder of any
                 ---------------------------------------
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in

                                      -53-


equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such Series
then Outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable indemnity, as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security and by a Holder
of each Coupon appertaining thereto with every other taker and Holder of a
Security or Holder of any Coupon appertaining thereto and the Trustee, that no
one or more Holders of Securities of any Series or one or more Holders of any
Coupons appertaining thereto shall have any right in any manner whatever, by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other such Holder of Securities or any other Holders
of such Coupons, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable Series and all the Holders of Coupons
appertaining thereto. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

     SECTION 5.7 Unconditional Right of Securityholders to Institute Certain
                 -----------------------------------------------------------
Suits. Notwithstanding any provision in this Indenture and any provision of any
- -----
Security or Coupon, the right of any Holder of any Security and the right of any
Holder of any Coupon appertaining thereto to receive payment of the principal of
and interest on such Security on or after the respective due

                                      -54-


dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

     SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver
                 ------------------------------------------------------------
of Default. Except as provided in Section 5.6, no right or remedy herein
- ----------
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee, to the Securityholders or to the Holder of any Coupon appertaining
thereto may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee, the Securityholders or Holders of any Coupon.

     SECTION 5.9 Control by Securityholders. The Holders of a majority in
                 --------------------------
aggregate principal amount of the Securities of each Series affected (with each
Series treated as a separate class) at the time Outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such Series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good

                                      -55-


faith by its board of directors, the executive committee, or a trust committee
of directors or Responsible Officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all Series or of
the Holders of any Coupons appertaining thereto so affected not joining in the
giving of said direction, it being understood that (subject to Section 6.1) the
Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10 Waiver of Past Defaults. Prior to the declaration of the
                  -----------------------
acceleration of the maturity of the Securities of any Series as provided in
Section 5.1, in the case of any event specified in clause (d) or (g) of Section
5.1 (which relates to less than all Series of Securities then Outstanding), the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding affected thereby (each Series treated as a separate class) may waive
any such default or Event of Default, or, in the case of an event specified in
clause (d), (g) (if the Event of Default under clause (d) or (g) relates to all
Series of Securities then Outstanding), (e) or (f) of Section 5.1, the Holders
of a majority in principal amount of all the Securities then Outstanding
(treated as one class) may waive any such default or Event of Default and its
consequences except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Security
affected. In the case of any such waiver, the Issuer, the Trustee, the Holders
of the Securities of such Series and the Holder of any Coupon appertaining
thereto shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     Upon any such waiver, such default shall cease to exist and

                                      -56-


be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     SECTION 5.11   Trustee to Give Notice of Default, But May Withhold in
                    ------------------------------------------------------
Certain Circumstances.  The Trustee shall transmit to the Securityholders of any
- ---------------------
Series notice in the manner and to the extent provided in Section 11.4, of all
defaults which have occurred with respect to such Series, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice (the term "default" or
"defaults" for the purposes of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such
Series or any default in the payment of any sinking fund installment or
analogous obligation in respect of any of the Securities of such Series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, 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 Securityholders of
such Series.

     SECTION 5.12   Right of Court to Require Filing of Undertaking to Pay
                    ------------------------------------------------------
Costs. All parties to this Indenture agree, and each Holder of any Security and
- -----
each Holder of any Coupon, by his acceptance thereof, shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted

                                      -57-


by the Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any Series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such Series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the
suit relates to Securities of more than one but less than all Series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clause (d), (g) (if the suit under
clause (d) or (g) relates to all the Securities then Outstanding), (e) or (f) of
Section 5.1, 10% in aggregate principal amount of all Securities Outstanding, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of or interest on any Security on or after the due date
expressed in such Security.

                                  ARTICLE SIX

                            CONCERNING THE TRUSTEE

     SECTION 6.1    Duties and Responsibilities of the Trustee; Prior to
                    ----------------------------------------------------
Default; During Default. With respect to the Holders of any Series of Securities
- -----------------------
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular Series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
Series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a Series has occurred (which has not been cured or
waived) of which a Responsible Officer has actual knowledge, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

          (a)  prior to the occurrence of an Event of Default with respect to
     the Securities of any Series and after the

                                      -58-


     curing or waiving of all such Events of Default with respect to such Series
     which may have occurred:

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

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

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

          (c)  the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders pursuant to Section 5.9 relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the Trustee, under this
     Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of

                                      -59-


its  duties or in the exercise of any of its rights its rights or powers, if
there shall be reasonable ground for believing that the repayment of such funds
or adequate indemnity against such liability is not reasonably assured to it.

     SECTION 6.2    Certain Rights of the Trustee.  Subject to Section 6.1:
                    -----------------------------

          (a)  the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate or any
     other certificate, statement, instrument, opinion, report, notice, request,
     consent, order, bond, debenture, note, coupon, security or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

          (b)  any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officer's Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the secretary or any assistant secretary of the
     Issuer;

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

          (d)  the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;

          (e)  the Trustee shall not be liable for any action taken or omitted
     by it in good faith and believed by it to

                                      -60-


     be authorized or within the discretion, rights or powers conferred upon it
     by this Indenture;

          (f)  prior to the occurrence of any Event of Default hereunder and
     after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security, or other paper or document unless requested in writing to
     do so by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all Series affected then Outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such investigation shall be paid by the Issuer or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Issuer upon demand; 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 not regularly in its employ and the Trustee shall not be
     responsible for any misconduct or negligence on the part of any such agent
     or attorney appointed with due care by it hereunder.

     SECTION 6.3    Trustee Not Responsible for Recitals, Disposition of
                    ----------------------------------------------------
Securities or Application of Proceeds Thereof.  The recitals contained herein
- ---------------------------------------------
and in the Securities, except the Trustee's certificate of authentication, shall
be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same.  The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities.  The Trustee shall not be accountable for the use or application by
the Issuer of any of the Securities or of the proceeds thereof.

                                      -61-


     SECTION 6.4    Trustee and Agents May Hold Securities; Collections,  etc.
                    ---------------------------------------------------------
The Trustee, any Paying Agent, Security registrar, or any agent of the Issuer or
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

     SECTION 6.5    Moneys Held by Trustee.  Subject to the provisions of
                    ----------------------
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

     SECTION 6.6    Compensation and Indemnification of Trustee and Its Prior
                    ---------------------------------------------------------
Claim.  The Issuer covenants and agrees to pay to the Trustee from time to time,
- -----
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises.  The
obligations of the Issuer under this Section to compensate and

                                      -62-


indemnify the Trustee and each predecessor Trustee and to pay or reimburse 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. Such additional indebtedness shall
be a senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or the Holders of particular Coupons, and
the Securities are hereby subordinated to such senior claim. When the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1 or in connection with Article Five hereof, the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for the service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law.

     SECTION 6.7    Right of Trustee to Rely on Officer's Certificate, etc.
                    ------------------------------------------------------
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it or under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8    Disqualification of Trustee; Conflicting Interests.  If the
                    --------------------------------------------------
Trustee has or shall acquire any conflicting interest, as defined in the Trust
Indenture Act, then, within 90 days after ascertaining that it has such
conflicting interest, and if the default (as defined in the Trust Indenture Act)
to which such conflicting interest relates has not been cured or waived or
otherwise eliminated before the end of such 90-day period, the Trustee shall
either eliminate such conflicting interest or resign in the manner and with the
effect specified in the Trust Indenture Act and this Indenture.

                                      -63-


     SECTION 6.9    Persons Eligible for Appointment as Trustee.  The Trustee
                    -------------------------------------------
for each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the United States of America, if there be such a
corporation in such location willing to act upon reasonable and customary terms
and conditions. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

     SECTION 6.10   Resignation and Removal; Appointment of Successor Trustee.
                    ---------------------------------------------------------
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of  Securities by giving
written notice of resignation to the Issuer and by mailing notice thereof to the
Holders in the manner and to the extent provided in Section 11.4.  Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable Series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees.  If no successor trustee shall have
been so appointed with respect to any Series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable Series for at least six months may,
subject to the provisions of Section 5.12, on behalf of himself and all others
similarly situated,

                                      -64-


petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

          (b)  In case at any time any of the following shall occur:

               (i)   the Trustee shall fail to comply with the provisions of
          Section 6.8 with respect to any Series of Securities after written
          request therefor by the Issuer or by any Securityholder who has been a
          bona fide Holder of a Security or Securities of such Series for at
          least six months; or

               (ii)  the Trustee shall cease to be eligible in accordance with
          the provisions of Section 6.9 and shall fail to resign after written
          request therefor by the Issuer or by any Securityholder; or

               (iii) the Trustee shall become incapable of acting with respect
          to any Series of the Securities, or shall be adjudged a bankrupt or
          insolvent, or a receiver or liquidator of the Trustee or of its
          property shall be appointed, or any public officer shall take charge
          or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation;
then, in any such case, the Issuer may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.12, any Securityholder who has been a bona fide Holder of a Security
or Securities 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 and the appointment of a successor trustee with
respect to such Series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

          (c)  The Holders of a majority in aggregate principal amount of the
     Securities of each Series at the time Outstanding

                                      -65-


     may at any time remove the Trustee with respect to Securities of such
     Series and appoint a successor trustee with respect to the Securities of
     such Series by delivering to the Trustee so removed, to the successor
     trustee so appointed and to the Issuer the evidence provided for in Section
     7.1 of the action in that regard taken by the Securityholders.

          (d)  Any resignation or removal of the Trustee with respect to any
     Series and any appointment of a successor trustee with respect to such
     Series pursuant to any of the provisions of this Section 6.10 shall become
     effective upon acceptance of appointment by the successor trustee as
     provided in Section 6.11.

     SECTION 6.11   Acceptance of Appointment by Successor Trustee.  Any
                    ----------------------------------------------
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable Series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such Series of its predecessor hereunder, with like effect as if
originally named as trustee for such Series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations.  Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) Series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable Series shall
execute and deliver

                                      -66-


an indenture supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the predecessor Trustee with respect to the Securities of any Series
as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate indentures.

     No successor trustee with respect to any Series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the Issuer shall give notice in the manner and to the extent
provided in Section 11.4 to the Holders of Securities of any Series for which
such successor trustee is acting as trustee at their last addresses as they
shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

     SECTION 6.12   Merger, Conversion, Consolidation or Succession to Business
                    -----------------------------------------------------------
of Trustee. 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 the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified

                                      -67-


under the provisions of Section 6.8 and eligible under the provisions of Section
6.9, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any Series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee hereunder or in the name of the successor Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities of such Series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
Series in the name of any precedessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

     SECTION 6.13   Preferential Collection of Claims Against the Issuer. (a)
                    ----------------------------------------------------
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Issuer
within three months prior to a default, as defined in subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities, the
Holders of Coupons and the holders of other indenture securities (as defined in
this section):

          (1)  an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such three month period and valid as
     against the Issuer and its other creditors, except any such reduction
     resulting from the receipt or disposition of any

                                      -68-


     property described in subsection (a)(2) of this Section, or from the
     exercise of any right of set-off which the Trustee could have exercised if
     a petition in bankruptcy had been filed by or against the Issuer upon the
     date of such default; and

          (2)  all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three month
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Issuer and its
     other creditors in such property or such proceeds.

     Nothing herein contained, however, shall affect the right of the Trustee:

               (A)  to retain for its own account (i) payments made on account
          of any such claim by any person (other than the Issuer) who is liable
          thereon, (ii) the proceeds of the bona fide sale of any such claim by
          the Trustee to a third person, and (iii) distributions made in cash,
          securities or other property in respect of claims filed against the
          Issuer in bankruptcy or receivership or in proceedings for
          reorganization pursuant to Title 11 of the United States Code or
          applicable state law;

               (B)  to realize, for its own account, upon any property held by
          it as security for any such claim, if such property was so held prior
          to the beginning of such three month period.

               (C)  to realize, for its own account, but only to the extent of
          the claim hereinafter mentioned, upon any property held by it as
          security for any such claim, if such claim was created after the
          beginning of such three month period and such property was received as
          security therefor simultaneously with the creation thereof, and if the
          Trustee shall sustain the burden of proving that at the time such
          property was

                                      -69-


          so received the Trustee had no reasonable cause to believe that a
          default as defined in subsection (c) of this Section would occur
          within three months; or

               (D)  to receive payment on any claim referred to in paragraph (B)
          or (C), against the release of any property held as security for such
          claim as provided in such paragraph (B) or (C), as the case may be, to
          the extent of the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such three month period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned between the
Trustee, the Securityholders, the Holders of Coupons and the holders of other
indenture securities in such manner that the Trustee, such Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Issuer in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Issuer of the
funds and property in such special account and before crediting to the
respective claims of the Trustee, such Securityholders and the holders of other
indenture securities, dividends on claims filed against the Issuer in bankruptcy
or receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from

                                      -70-


the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or in
proceedings for reorganization pursuant to Title 11 of the United States Code or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, such Securityholders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and the property held in such special account and the proceeds
thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to
the provisions of this paragraph due consideration in determining the fairness
of the distributions to be made to the Trustee, such Securityholders and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

     Any Trustee who has resigned or been removed after the beginning of such
four month period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three month period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

          (i)  the receipt of property or reduction of claim which would have
     given rise to the obligation to account, if such Trustee had continued as
     trustee, occurred after the beginning of such three month period; and

          (ii) such receipt of property or reduction of claim occurred within
     three months after such resignation or removal.

                                      -71-


     (b)  There shall be excluded from the operation of this Section a creditor
relationship arising from:


          (1)  the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2)  advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Securityholders at the time and in the
     manner provided in this Indenture;

          (3)  disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4)  an indebtedness created as a result of services rendered or
     premises rented or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c)(3)
     below;

          (5)  the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Issuer; or

          (6)  the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c)(4) of
     this Section.

     (c)  As used in this Section:

                                      -72-


          (1)  the term "default" shall mean any failure to make payment in full
     of the principal of or interest upon any of the Securities or upon the
     other indenture securities when and as such principal or interest becomes
     due and payable;

          (2)  the term "other indenture securities" shall mean securities upon
     which the Issuer is an obligor (as defined in the Trust Indenture Act of
     1939) outstanding under any other indenture (i) under which the Trustee is
     also trustee, (ii) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section, and (iii) under which a
     default exists at the time of the apportionment of the funds and property
     held in said special account;

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

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

          (5)  the term "Issuer" shall mean any obligor upon the Securities.

     SECTION 6.14   Appointment of Authenticating Agent.
                    -----------------------------------

     The Trustee may appoint an Authenticating Agent or Agents

                                      -73-


with respect to one or more Series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such Series issued
upon original issue or upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 2.9, 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 or
any other action in connection therewith, 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 and other action taken on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Issuer.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuer. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and shall give
notice of such appointment to all Holders of Securities in the manner provided
in Section 11.4. 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 the effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless acceptable to the Issuer.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.6.

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

                                      -74-


This is one of the Securities of the Series designated herein and referred to in
the within-mentioned Indenture.

                                        The First National Bank of Chicago,
                                         As Trustee

                                   By:  ___________________________________
                                             As Authenticating Agent

                                   By:  ___________________________________
                                                Authorized Officer


                                 ARTICLE SEVEN

                        CONCERNING THE SECURITYHOLDERS

     SECTION 7.1    Evidence of Action Taken by Securityholders. (a) Any
                    -------------------------------------------
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all Series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     (b)  The ownership of Registered Securities shall be proved by the Security
register.

     (c)  The amount of Unregistered Securities held by any Person executing any
instrument or writing as a Securityholder, the numbers of such Unregistered
Securities, and the date of his holding the same may be proved by the production
of such

                                      -75-


Securities or by a certificate executed by any trust company, bank, broker or
member of a national securities exchange (wherever situated), as depositary, if
such certificate is in form satisfactory to the Trustee, showing that at the
date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Unregistered Securities therein described; or such facts
may be proved by the certificate or affidavit of the Person executing such
instrument or writing as a Securityholder, if such certificate or affidavit is
in form satisfactory to the Trustee. The Trustee and the Issuer may assume that
such ownership of any Unregistered Security continues until (i) another
certificate or affidavit bearing a later date issued in respect of the same
Unregistered Security is produced, or (ii) such Unregistered Security is
produced by some other person, or (iii) such Unregistered Security is
surrendered in exchange for a Registered Security, or (iv) such Unregistered
Security has been cancelled in accordance with Section 2.10.

     SECTION 7.2    Proof of Execution of Instruments. Subject to Sections 6.1
                    ---------------------------------
and 6.2, the execution of any instrument by a Securityholder or his agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

     SECTION 7.3    Holders to Be Treated as Owners. The Issuer, the Trustee and
                    -------------------------------
any Agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such Series
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 the purpose of receiving payment of or on account of the principal of and
interest on such Security and for all other purposes; and neither the Issuer nor
the Trustee nor any Agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

     SECTION 7.4    Securities Owned by Issuer Deemed Not
                    -------------------------------------

                                      -76-


Outstanding. In determining whether the Holders of the requisite aggregate
- -----------
principal amount of Outstanding Securities of any or all Series have concurred
in any direction, consent or waiver under this Indenture, Securities which are
owned by the Issuer or any other obligor on the Securities with respect to which
such determination is being made or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which the Trustee knows are 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 Issuer or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer's Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     SECTION 7.5    Right of Revocation of Action Taken. At any time prior to
                    -----------------------------------
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all Series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the

                                      -77-


Holders of which have consented to such action may, by filing written notice at
the Corporate Trust Office and upon proof of holding as provided in this
Article, 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 and of any Securities issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all Series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.

     SECTION 7.6    Record Date for Determination of Holders Entitled to Vote.
                    ---------------------------------------------------------
The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a
record date for the purpose of determining the Securityholders entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action, or to vote on any action, authorized or permitted to be given
or taken by Securityholders. If not set by the Issuer prior to the first
solicitation of a Securityholder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 4.1)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly appointed proxies)
shall be entitled to give or take, or vote on, the relevant action.

                                 ARTICLE EIGHT

                            SUPPLEMENTAL INDENTURES

     SECTION 8.1    Supplemental Indentures Without Consent of Securityholders.
                    ----------------------------------------------------------
The Issuer, when authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of the execution thereof) for one or

                                      -78-


more of the following purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more Series any property or assets;

          (b) to evidence the succession of another corporation to the Issuer,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Issuer pursuant to
     Article Nine;

          (c) to add to the covenants of the Issuer such further covenants,
     restrictions, conditions or provisions as its Board of Directors and the
     Trustee shall consider to be for the protection of the Holders of
     Securities, and to make the occurrence, or the occurrence and continuance,
     of a default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided, that in respect of any such additional covenant, restriction,
     condition or provision such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such Series to waive such an Event of Default;

          (d) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of Directors may deem necessary or desirable and
     which shall not materially and adversely affect the interests of the
     Holders of the Securities or the Holders of any Coupons;

                                      -79-


          (e) to establish the form or terms of Securities of any Series as
     permitted by Sections 2.1 and 2.3; or

          (f) to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more Series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than the one trustee, pursuant to the
     requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

     SECTION 8.2  Supplemental Indentures With Consent of Securityholders.  With
                  -------------------------------------------------------
the consent (evidenced as provided in Article Seven) of the Holders of more than
50% of the aggregate principal amount of the Securities at the time Outstanding
of all Series affected by such supplemental indenture (treated as one class),
the Issuer, when authorized by a Board Resolution, and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such Series; provided, that
no such supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce

                                      -80-


any amount payable on redemption thereof, or reduce the amount of principal of
an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 or the amount
provable in bankruptcy pursuant to Section 5.2, or impair or affect the right of
any Securityholder to institute suit for payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, or (b) reduce
the aforesaid percentage of Securities of any Series, the consent of the Holders
of which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected.

     Upon the request of the Issuer, accompanied by a copy of a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of  Securityholders as
aforesaid and other documents, if any, required by Section 7.1, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such 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 such supplemental
indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 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 Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall give notice in the manner and to the extent provided in Section 11.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the registry books of the Issuer, setting forth in general
terms the substance of such supplemental indenture.  Any failure of the Issuer
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 8.3  Effect of Supplemental Indenture.  Upon the execution of any
                  --------------------------------
supplemental indenture pursuant to the

                                      -81-


provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Issuer and the Holders of Securities of each Series and Holders of Coupons
affected thereby 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 be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

     SECTION 8.4  Documents to Be Given to Trustee.  The Trustee, subject to the
                  --------------------------------
provisions of Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Eight complies with the applicable provisions
of this Indenture.

     SECTION 8.5  Notation on Securities in Respect of Supplemental Indentures.
                  ------------------------------------------------------------
Securities of any Series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear, upon
the direction of the Issuer, a notation in form satisfactory to the Trustee for
such Series as to any matter provided for by such supplemental indenture or as
to any action taken at any such meeting.  If the Issuer or the Trustee shall so
determine, new Securities of any Series so modified as to conform, in the
opinion of the Trustee and the Board of Directors,  to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such Series then outstanding.

                                 ARTICLE NINE

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.1  Issuer May Consolidate, etc., on Certain Terms. The Issuer
                  ----------------------------------------------
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any Person, unless (i)
either the Issuer shall be the continuing corporation, or the successor

                                      -82-


corporation or the Person which acquires by sale or conveyance substantially all
the assets of the Issuer (if other than the Issuer) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Issuer or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such covenant or
condition.

     SECTION 9.2  Successor Corporation Substituted.  In case of any such
                  ---------------------------------
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose.  All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance  such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

                                      -83-


     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

     SECTION 9.3   Opinion of Counsel to Trustee.  The Trustee, subject to the
                   -----------------------------
provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel, prepared
in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                  ARTICLE TEN

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 10.1  Satisfaction and Discharge of Indenture.  (A) If at any time
                   ---------------------------------------
(a) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any Series and Coupons, if any, appertaining
thereto Outstanding hereunder (other than Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Issuer shall have delivered to the Trustee for cancellation all Securities of
any Series and Coupons theretofore authenticated (other than any Securities of
such Series and Coupons which have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the
Securities of such Series and Coupons not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any Paying Agent to the Issuer in
accordance with Section 10.4) or U.S. Government Obligations, as defined below,
maturing as to principal and

                                      -84-


interest in such amounts and at such times as will ensure the availability of
cash sufficient to pay at maturity or upon redemption all Securities of such
Series and Coupons (other than any Securities of such Series and Coupons which
shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.9) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due to such date
of maturity as the case may be, and if, in any such case, the Issuer shall also
pay or cause to be paid all other sums payable hereunder by the Issuer with
respect to Securities of such Series and Coupons, then this Indenture shall
cease to be of further effect with respect to Securities of such Series and
Coupons (except as to (i) rights of registration of transfer and exchange, and
the Issuer's right of optional redemption, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of
Holders to receive payments of principal thereof and interest thereon upon the
original stated due dates therefor (but not upon acceleration) and remaining
rights of the Holders to receive mandatory sinking fund payments, if any, (iv)
the rights, obligations and immunities of the Trustee hereunder and (v) the
rights of the Securityholders of such Series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them), and the Trustee, on demand of the Issuer accompanied by an Officer's
Certificate and an Opinion of Counsel and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture with respect to such Series; provided, that the
rights of Holders of the Securities and Holders of Coupons to receive amounts in
respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then-applicable mandatory rules or
policies of any securities exchange upon which the Securities are listed. The
Issuer agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture, the Securities of such Series and Coupons.

     (B)  In addition to the provisions of Section 10.1(A), the Issuer may
terminate its obligations under the Securities of any Series and this Indenture
with respect to such Series, except

                                      -85-


those obligations referred to in the penultimate paragraph of this Section 10.1,
if the Issuer has irrevocably deposited or caused to be deposited with the
Trustee, under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds in trust solely for the benefit of
the Securityholders of such Series for that purpose, (i) cash or (ii) direct
noncallable obligations of, or noncallable obligations guaranteed by, the United
States of America or an agency thereof for the payment of which guarantee or
obligation the full faith and credit of the United States of America is pledged
("U.S. Government Obligations"), or a combination thereof, maturing as to
principal and interest in such amounts and at such times as are sufficient,
without consideration of any reinvestment of such principal or interest, to pay
the principal of and interest on the outstanding Securities of such Series and
Coupons to maturity or redemption, as the case may be, provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of said principal of and
interest on the Outstanding Securities and Coupons of such Series.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

     Notwithstanding the first paragraph of this Section 10.1(B), the Issuer's
obligations, if any, in Sections 2.8, 2.9, 3.1, 3.2, 5.1, 6.6, 6.10, 10.4 and
10.5 shall survive until the Securities of such Series and Coupons, if any, are
no longer Outstanding; provided, however, that the Issuer's obligations, if any,
in Section 5.1 shall survive only with respect to Events of Default as defined
in Sections 5.1(a), 5.1(b), and 5.1(c).  Thereafter, the Issuer's obligations,
if any, in Sections 6.6, 10.4 and 10.5 shall survive.

                                      -86-


     After any such irrevocable deposit, accompanied by an Officer's Certificate
which shall state that the provisions of the first two paragraphs of this
Section 10.1(B) have been complied with, and upon delivery by the Issuer to the
Trustee of an opinion of independent legal counsel who shall be satisfactory to
the Trustee to the effect that Securityholders of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit
and discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same time as would have been the case if such
deposit and discharge had not occurred, then the Issuer shall be discharged of
its obligations under the Securities of such Series and this Indenture with
respect to such Series except for those surviving obligations specified above,
and the Trustee upon request shall acknowledge in writing such discharge.  Prior
to the delivery of such acknowledgment, the Trustee may require the Issuer to
deliver to it an Officer's Certificate and Opinion of Counsel, each stating that
all conditions precedent provided for herein relating to the deposit and
discharge contemplated by this provision have been complied with, and the
Trustee may also require that the Opinion of Counsel shall also state that such
deposit does not violate applicable law.

     SECTION 10.2  Application by Trustee of Funds Deposited for Payment of
                   --------------------------------------------------------
Securities.  Subject to Section 10.4, all moneys deposited with the Trustee
- ----------
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent), to the Holders  of the particular Securities of
such Series and any Coupons appertaining thereto for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

     SECTION 10.3  Repayment of Moneys Held by Paying Agent.  In connection with
                   ----------------------------------------
the satisfaction and discharge of this Indenture with respect to Securities of
any Series or Coupons, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such Series of Securities or
Coupons shall, upon demand of the Issuer, be repaid to the Issuer or paid to the
Trustee and thereupon such Paying Agent shall be released

                                      -87-


from all further liability with respect to such moneys.

     SECTION 10.4  Return of Unclaimed Moneys Held by Trustee and Paying Agent.
                   -----------------------------------------------------------
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of or interest on any Security of any Series or Coupons
and not applied but remaining unclaimed for two years after the date upon which
such principal or interest shall have become due and payable, shall, upon the
written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such Series or such Paying Agent, and
the Holder of the Security of such Series or Holders of Coupons appertaining
thereto shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the
Issuer for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or any Paying Agent with respect to such moneys shall
thereupon cease.

     SECTION 10.5  Reinstatement of Issuer's Obligations.  If the Trustee is
                   -------------------------------------
unable to apply any funds or U.S. Government Obligations in accordance with
Section 10.1 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer's obligations under this
Indenture and the Securities of any Series for which such application is
prohibited shall be revived and reinstated as if no deposit had occurred
pursuant to Section 10.1 until such time as the Trustee is permitted to apply
all such funds or U.S. Government Obligations in accordance with Section 10.1;
provided, however, that if the Issuer has made any payment of interest on or
principal of any of such Securities or Coupons because of the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the
Securityholders of such Securities to receive such payment from the funds or
U.S. Government Obligations held by the Trustee.

                                ARTICLE ELEVEN

                           MISCELLANEOUS PROVISIONS

                                      -88-


     SECTION 11.1  Incorporators, Stockholders, Officers and Directors of Issuer
                   -------------------------------------------------------------
Exempt from Individual Liability.  No recourse under or upon any obligation,
- --------------------------------
covenant or agreement contained in this Indenture, in any Security or Coupon
appertaining thereto, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.

     SECTION 11.2  Provisions of Indenture for the Sole Benefit of Parties and
                   -----------------------------------------------------------
Securityholders.  Nothing in this Indenture or in the Securities, expressed or
- ---------------
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any Paying Agent and their successors hereunder
and the Holders of the Securities and Coupons, if any, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.

     SECTION 11.3  Successors and Assigns of Issuer Bound by Indenture.  All the
                   ---------------------------------------------------
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     SECTION 11.4  Notices and Demands on Issuer, Trustee and Securityholders.
                   ----------------------------------------------------------
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee, by the Holders of Securities, or
by the Holders of Coupons to or on the Issuer may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Issuer is filed by the
Issuer with the Trustee) to The Dow Chemical Company, 2030 Dow Center, Midland,
Michigan  48674 Attention:  Vice President and Treasurer, except that any
notices

                                      -89-


required or permitted to be given under Section 5.1 hereof shall be given or
served by registered or certified mail only. Any notice, direction, request or
demand by the Issuer or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office.

     Where this Indenture provides for notice to Holders of any event, (1) if
any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper of general
circulation in New York, New York and London, England and in such other city or
cities as may be specified in such Securities within the time prescribed. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     SECTION 11.5  Officer's Certificates and Opinions of Counsel; Statements to
                   -------------------------------------------------------------
Be Contained Therein.  Upon any application or demand by the Issuer to the
- --------------------
Trustee to take any

                                      -90-


action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (other than certificates provided pursuant to Section 4.3(d))
shall include (a) a statement that the person making such certificate or opinion
has read such covenant or condition, (b) 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, (c) a statement  that, in
the opinion of such person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with and (d) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

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

                                      -91-


certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays.  If the date
                   -----------------------------------------------
of maturity of interest on or principal or premium, if any, of the Securities of
any Series or Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest, principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

     SECTION 11.7  Conflict of Any Provision of Indenture with Trust Indenture
                   -----------------------------------------------------------
Act of 1939.  If any provision of this Indenture limits, qualifies or conflicts
- -----------
with the duties imposed by any of Sections 310 through 317 of the Trust
Indenture Act, by the operation of Section  318(c) thereof, such imposed duties
shall control, except as, and to the extent, expressly excluded from this
Indenture, as permitted by the Trust Indenture Act.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

                                      -92-


     SECTION 11.8  New York Law to Govern.  This Indenture and each Security
                   ----------------------
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State.

     SECTION 11.9  Counterparts.  This Indenture may be executed in any number
                   ------------
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 11.10 Effect of Headings.  The Article and Section headings herein
                   ------------------
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     SECTION 11.11 Determination of Principal Amount.  In determining whether
                   ---------------------------------
the Holders of the requisite principal amount of outstanding Securities of any
Series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, or whether sufficient funds are available for redemption or
for any other purpose, the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1 and the principal amount of any Securities denominated
in a Foreign Currency or ECU that shall be deemed to be outstanding for such
purposes shall be determined by converting the Foreign Currency or the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate as of
the date of such determination.

                                ARTICLE TWELVE

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 12.1  Applicability of Article.  The provisions of this Article
                   ------------------------
shall be applicable to the Securities of any Series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
Series except as otherwise specified as contemplated by Section 2.3 for
Securities of such Series.

                                      -93-


     SECTION 12.2  Notice of Redemption; Partial Redemptions.  Notice of
                   -----------------------------------------
redemption to the Holders of Securities of any Series to be redeemed as a whole
or in part at the option of the Issuer shall be given by giving notice of such
redemption as provided in Section 11.4, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such Series. Failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a Series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security of such Series.

     The notice of redemption to each such Holder shall specify the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, and
that, unless otherwise specified in such notice, Coupon Securities, if any,
surrendered for payment must be accompanied by all Coupons maturing subsequent
to the redemption date, failing which the amount of any such missing Coupon or
Coupons will be deducted from the sum due for payment, that such redemption is
pursuant to the mandatory or optional sinking fund, or both, if such be the
case, that interest accrued to the date fixed for redemption will be paid as
specified in such notice and that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue and that, if less than
all of the Outstanding Securities of a Series are to be redeemed, the
identification and principal amount of the Securities to be redeemed.  In case
any Security of a Series is to be redeemed in part, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such Series in principal amount equal
to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any Series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will

                                      -94-


deposit with the Trustee or with one or more paying agents (or, if the Issuer is
acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of such Series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If less than all the Outstanding Securities of a Series
are to be redeemed, the Issuer will deliver to the Trustee at least 60 days
prior to the date fixed for redemption an Officer's Certificate stating the
aggregate principal amount of Securities to be redeemed.

     If less than all the Securities of a Series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part.  Securities may be redeemed
in part in multiples equal to the minimum authorized denomination for Securities
of such Series or any multiple thereof.  The Trustee shall promptly notify the
Issuer in writing of the Securities of such Series selected for redemption and,
in the case of any Securities of such Series selected for partial redemption,
the principal amount thereof to be redeemed.  For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the
redemption of Securities of any Series shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed.

     SECTION 12.3  Payment of Securities Called for Redemption.  If notice of
                   -------------------------------------------
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect

                                      -95-


of such Securities except the right to receive the redemption price thereof and
unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest on Registered Securities becoming due on the date fixed for
redemption shall be payable to the Holders of such Securities registered as such
on the relevant record date subject to the terms and provisions of Section 2.7
hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

     Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Issuer shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Issuer, a new Security or Securities and the Coupons appertaining
thereto, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     SECTION 12.4  Exclusion of Certain Securities from Eligibility for
                   ----------------------------------------------------
Selection for Redemption.  Securities shall be excluded from eligibility for
- ------------------------
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 60 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

     SECTION 12.5  Mandatory and Optional Sinking Funds.  The minimum amount of
                   ------------------------------------
any sinking fund payment provided for by the terms of Securities of any Series
is herein referred to as a

                                      -96-


"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". The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such Series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such Series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such Series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such Series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any Series, the Issuer will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory  sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such Series, (b) stating that none of the Securities of such
Series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such Series have
occurred (which have not been waived or cured) and are continuing, (d) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such Series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding sinking fund payment date and (e) specifying such
sinking fund payment date.  Any Securities of such Series to be credited and
required to be delivered to the Trustee in order for the Issuer to be entitled
to credit therefor as aforesaid which have not theretofore been

                                      -97-


delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such written statement (or reasonably promptly
thereafter if acceptable to the Trustee).  Such written statement shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such sixtieth day, to deliver such
written statement and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such Series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
Series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such Series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Issuer shall so request) with respect to the Securities
of any particular Series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption.  If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available.  The Trustee shall select, in the manner provided in Section 12.2,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such Series to absorb said cash, as nearly as may be possible,
and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such Series (or portions thereof) so
selected.  Securities of any Series which are identified by registration and
certificate number in an Officer's Certificate at least 60 days prior to the
sinking fund payment date as being beneficially owned by, and  not pledged or
hypothecated by, the Issuer or an entity directly or indirectly controlling or
controlled by or under direct or

                                      -98-


indirect common control with the Issuer shall be excluded from Securities of
such Series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so notify the Trustee
in writing) shall cause notice of redemption of the Securities of such Series to
be given in substantially the manner provided in Section 12.2 (and with the
effect provided in Section 12.3) for the redemption of Securities of such Series
in part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such Series shall be
added to the next cash sinking fund payment for such Series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular Series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such Series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such Series at maturity.

     On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on such
sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
Series with sinking fund moneys or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption.  Except as
aforesaid, any moneys in the sinking fund for such Series at the time when 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 deemed to have been collected under Article Five and held for the
payment of all such

                                      -99-


Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

                                     -100-


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


ATTEST:                               THE DOW CHEMICAL COMPANY



By: /s/ DONNA J. ROBERTS              By: /s/ J. P. REINHARD
    ----------------------------          -----------------------------------
    Name: Donna J. Roberts                Name: J. P. Reinhard
          ----------------------               ------------------------------
    Title: Secretary                      Title: Vice President and Treasurer
           ---------------------                -----------------------------


[CORPORATE SEAL]


ATTEST:                               THE FIRST NATIONAL BANK
                                        OF CHICAGO, as Trustee



By: /s/ T. MARSHALL                   By: /s/ STEVEN M. WAGNER
    ----------------------------          -----------------------------------
    Name: T. Marshall                     Name: Steven M. Wagner
          ----------------------               ------------------------------
    Title: Trust Officer                  Title: Vice President
           ---------------------                -----------------------------


[CORPORATE SEAL]

                                     -101-


STATE OF MICHIGAN  )
                   )   SS:
COUNTY OF MIDLAND  )


     On this 1st day of April, 1992, before me personally came J.P. Reinhard, to
me personally known, who, being by me duly sworn, did depose and say that he
resides at Midland, MI and that he is the Vice President and Treasurer of The
Dow Chemical Company, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.

[NOTARIAL SEAL]


                                          /s/ PATRICIA A. BULLOCK
                                          --------------------------
                                                 Notary Public



STATE OF ILLINOIS  )
                   )    SS:
CITY OF CHICAGO    )


     On this 1st day of April, 1992, before me personally came Steven M. Wagner,
to me personally known, who, being by me duly sworn, did depose and say that he
resides at Glen Ellyn, IL; that he is a Vice President of The First National
Bank of Chicago, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.

[NOTARIAL SEAL]


                                          /s/ JAMIE ARLOW
                                          --------------------------
                                                 Notary Public

                                     -102-


                                                                     Exhibit A-1


                      [FORM OF CERTIFICATE TO BE GIVEN BY
                  PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                  CERTIFICATE

                           THE DOW CHEMICAL COMPANY

                  [Description of Securities to be delivered]

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States Person or by persons who have
purchased such Securities for offer to resell or resale to any U.S. Persons or
any person in the United States or, if a beneficial interest in the Securities
is being acquired by or on behalf of a United States Person, that such person is
a financial institution within the meaning of Section 1.1.65-12(c)(1)(v) of the
United States Treasury regulations which agrees to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder and which is not purchasing for offer to
resell or resale inside the United States.  If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however, that if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia) and
its territories, its possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or


any political subdivision thereof and any estate or trust which is subject to
United States federal income taxation regardless of the source of its income.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities.


     We understand that this certificate is required in connection with United
States securities and tax laws.  We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered by
this certificate.

Dated: __________, 19__
[To be dated on or after
_________, 19__ (the date
determined pursuant to the
Indenture)]

                                                  [Name of person entitled to
                                                  receive Security]


                                                  By:  _________________________

                                      A-2


                                                                     Exhibit A-2


                [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE
                 OF A PORTION OF A TEMPORARY GLOBAL SECURITY]

                                  CERTIFICATE

                           THE DOW CHEMICAL COMPANY

                  [Description of Securities to be delivered]

     This is to certify with respect to $________ principal amount of the above-
captioned Securities (i) that we have received from each of the persons
appearing in our records as persons being entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificate or
certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part of the Global Security submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.

Dated:  ______________, 19__
[To be dated no earlier than
the Exchange Date]

                                                [MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK, Brussels Office, as
                                                Operator of the Euro-clear
                                                System]

                                                [CEDEL S.A.]


                                                By:  ___________________________

                                      A-3


                                                                     Exhibit A-3


                [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
         AND CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                                  CERTIFICATE

                           THE DOW CHEMICAL COMPANY

                  [Description of Securities to be delivered]

     This is to certify with respect to the Securities listed below or, with
respect to payments on any global security representing Securities, the
principal amount of any global security listed below that we have received from
each of the persons appearing in our records as persons being entitled to
receive payments with respect thereto (our "Qualified Account Holders") a
certificate with respect to such Qualified Account Holders substantially in the
form attached hereto.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any Security
or interest in any global security listed above are no longer true and cannot be
relied upon as of the date hereof.

Dated:  ______________, 19__
[To be dated no earlier than the
relevant Interest Payment Date]

                                                [MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK, Brussels Office, as
                                                Operator of the Euro-clear
                                                System]

                                                [CEDEL S.A.]


                                                By:  ___________________________

                                      A-4


                                                                     Exhibit A-4


             [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                TO OBTAIN INTEREST PRIOR TO ANY EXCHANGE DATE]

                                  CERTIFICATE

                           THE DOW CHEMICAL COMPANY

                          [Description of Securities]

     This is to certify that as of the Interest Payment Date on [Insert Date]
and except as provided in the second paragraph hereof, none of the above-
captioned Securities held by you for our account or any interest in any global
security representing such Securities was beneficially owned by a United States
Person (as defined below) or by persons who have purchased such Securities for
offer to resell or resale to any United States Persons or any person in the
United States or, if any of such Securities held by you for our account were
beneficially owned by a United States Person, such United States Person either
provided an Internal Revenue Service Form W-9 with respect to such interest
payment or certified with respect to such interest payment that it was an exempt
recipient as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury
regulations.

     This certificate excepts and does not relate to $          principal amount
of the above-captioned Securities or any interest in a global security
representing the Securities appearing in your books as being held for our
account as to which we are not yet able so to certify and as to which we
understand that we cannot receive any payments with respect thereto until we are
able so to certify.

     We understand that this certificate is required in connection with United
States tax laws.  We irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered by this certificate.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia),
its territories and possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
federal income taxation regardless of the source of its income.

               [Name of person entitled to
               receive interest]



               By:  _________________________

Dated:  ___________, 19__
[To be dated on or after the
15th day before the relevant
Interest Payment Date]

                                      A-5

EX-4.2

                                                                     EXHIBIT 4.2

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



                           THE DOW CHEMICAL COMPANY,

                                    Issuer



                                      AND



                      THE FIRST NATIONAL BANK OF CHICAGO,

                                    Trustee



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


                            SUPPLEMENTAL INDENTURE


                          Dated as of January 1, 1994


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



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


                            SUPPLEMENTAL INDENTURE

     This SUPPLEMENTAL INDENTURE, dated as of January 1, 1994, is entered into
among THE DOW CHEMICAL COMPANY, a Delaware corporation (the "Issuer") and THE
FIRST NATIONAL BANK OF CHICAGO, a national banking association, as Trustee (the
"Trustee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Issuer and the Trustee have entered into an indenture dated as
of April 1, 1992 (the "Indenture");

     WHEREAS, the Issuer and the Trustee desire to supplement the Indenture as
provided in this Supplemental Indenture;

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:

     Section 1.  Amendment to the Indenture
                 --------------------------

     With respect to any series of Securities issued after the date of this
Supplemental Indenture, the definition of "Restricted Subsidiary" in Section 1.1
of the Indenture is hereby deleted in its entirety and replaced by the
following:

          "Restricted Subsidiary" means any Subsidiary (i) substantially all of
     the property of which is located, and substantially all of the business of
     which is carried on, within the United States (excluding its territories
     and possessions and the Commonwealth of Puerto Rico), and (ii) which owns
     or operates one or more Principal Properties; provided, however, that
                                                   --------  -------
     Restricted Subsidiary shall not include (a) a Subsidiary which is primarily
     engaged in the business of a finance or insurance company and branches
     thereof or (b) DowElanco, Marion Merrell Dow Inc. or Destec Energy, Inc.

     Section 2.  Reference to and Effect on the Indenture
                 ----------------------------------------

     (a)  On and after the date of this Supplemental Indenture, each reference
in the Indenture to "this Indenture," "hereunder," "hereof," or "herein" shall
mean and be a reference to the Indenture as supplemented by this Supplemental
Indenture.

     (b)  Except as specifically amended above, the Indenture shall remain in
full force and effect and is hereby ratified and confirmed.

     Section 3.  Governing Law
                 -------------

     This Supplemental Indenture shall be construed and enforced in


accordance with the laws of the State of New York.

     Section 4.  Counterparts and Method of Execution
                 ------------------------------------

     This Supplemental Indenture may be executed in several counterparts, all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.

     Section 5.  Section Titles
                 --------------

     Section titles are for descriptive purposes only and shall not control or
alter the meaning of this Supplemental Indenture as set forth in the text.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed as of the day and year first above written.

                             THE DOW CHEMICAL COMPANY


                             By: /s/ J. P. REINHARD
                                 ----------------------------------
                                 Its:  Vice President and Treasurer


                             THE FIRST NATIONAL BANK OF CHICAGO,
                                  Trustee


                             By: /s/ STEVEN M. WAGNER
                                 ----------------------------------
                                 Its:  Vice President

                                      -2-

EX-4.3

                                                                     Exhibit 4.3
================================================================================



                           THE DOW CHEMICAL COMPANY,

                                     Issuer



                                      AND



                          BANK ONE TRUST COMPANY, NA,

                                    Trustee




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


                         SECOND SUPPLEMENTAL INDENTURE


                          Dated as of October 1, 1999


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


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


                         SECOND SUPPLEMENTAL INDENTURE


     This SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 1999, is
entered into between THE DOW CHEMICAL COMPANY, a Delaware corporation (the
"Issuer"), and BANK ONE TRUST COMPANY, NA, a national banking association
corporation (successor in interest to The First National Bank of Chicago), as
Trustee (the "Trustee").


     WHEREAS, the Issuer and the Trustee have entered into an indenture dated as
of April 1, 1992, as supplemented by a supplemental indenture, dated as of
January 1, 1994 (the "Indenture");

     WHEREAS, the Issuer and the Trustee desire to supplement the Indenture as
provided in this Second Supplemental Indenture with respect to a series of
Securities to be issued after the date hereof; and

     WHEREAS, capitalized terms used, but not otherwise defined, in this Second
Supplemental Indenture shall have the meanings ascribed to such terms in the
Indenture;

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:

     Section 1.  Amendment to the Indenture
                 --------------------------

     With respect to any series of Securities issued after the date of this
Second Supplemental Indenture, the definition of "Restricted Subsidiary" in
Section 1.1 of the Indenture is hereby deleted in its entirety and replaced by
the following:

          "Restricted Subsidiary" means any Subsidiary: (i) substantially all of
     the property of which is located, and substantially all of the business of
     which is carried on, within the United States (excluding its territories
     and possessions and the Commonwealth of Puerto Rico); and (ii) which owns
     or operates one or more Principal Properties; provided, however, that
     Restricted Subsidiary shall not include a Subsidiary which is primarily
     engaged in the business of a finance or insurance company and branches
     thereof.

     Section 2.  Reference to and Effect on the Indenture
                 ----------------------------------------

     (a)  On and after the date of this Second Supplemental Indenture, each
reference in the Indenture to "this Indenture," "hereunder," "hereof," or
"herein" shall mean and be a reference to the Indenture as supplemented by this
Second Supplemental Indenture.


     (b)  Except as specifically amended above with respect to a future series,
the Indenture shall remain in full force and effect and is hereby ratified and
confirmed.


     Section 3.  Governing Law
                 -------------

     This Second Supplemental Indenture shall be construed and enforced in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws thereof.

                                       2


     Section 4.  Counterparts and Method of Execution
                 ------------------------------------

     This Second Supplemental Indenture may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties have not signed the same
counterpart.

     Section 5.  Section Titles
                 --------------

     Section titles in the text are for descriptive purposes only and shall not
control or alter the meaning of this Second Supplemental Indenture.

                                       3


     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be executed as of the day and year first above written.

                             THE DOW CHEMICAL COMPANY,
                                 Issuer



                             By: /s/ G. E. MERSZEI
                                 -----------------------------------------
                             Printed: G. E. Merszei
                                      ------------------------------------
                             Its: Vice President and Treasurer
                                  ----------------------------------------



                             BANK ONE TRUST COMPANY, NA,
                                 Trustee



                             By: /s/ STEVEN M. WAGNER
                                 -----------------------------------------
                             Printed: Steven M. Wagner
                                      ------------------------------------
                             Its: Vice President
                                  ----------------------------------------

                                       4

EX-5.1

                                                                     EXHIBIT 5.1

October 4, 1999



The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674

Ladies and Gentlemen:

     I am Vice President, General Counsel and Secretary of The Dow Chemical
Company, a Delaware corporation (the "Company"). I have supervised the legal and
corporate proceedings of the Company in connection with the proposed issuance
from time to time of up to an aggregate amount of U.S. $2,500,000,000 of the
following types of securities:

          1.   up to $1,650,000,000 of the Company's common stock, par value
     $2.50 per share (the "Common Stock");

          2.   up to $1,650,000,000 of the Company's preferred stock, par value
     $1.00 per share (the "Preferred Stock");

          3.   up to $1,650,000,000 of warrants to purchase Common Stock (the
     "Common Stock Warrants"), which would be issued under a stock warrant
     agreement to be entered into between the Company and a warrant agent
     selected by the Company (the "Common Stock Warrant Agreement");

          4.   up to $1,650,000,000 of warrants to purchase Preferred Stock (the
     "Preferred Stock Warrants"), which would be issued under a stock warrant
     agreement to be entered into between the Company and a warrant agent
     selected by the Company (the "Preferred Stock Warrant Agreement");

          5.   up to $2,500,000,000 of the Company's debt securities (the "Debt
     Securities"), which would be issued under an Indenture, dated as of April
     1, 1992, as supplemented by a Supplemental Indenture, dated as of January
     1, 1994, and a Second Supplemental Indenture, dated as of October 1, 1999,
     between the Company and Bank One, NA (formerly, The First National Bank of
     Chicago), as trustee (collectively, the "Indenture"); and


The Dow Chemical Company
Page 2


          6.   up to $2,500,000,000 of warrants to purchase Debt Securities (the
     "Debt Securities Warrants"), which would be issued under a debt warrant
     agreement to be entered into between the Company and a warrant agent
     selected by the Company (the "Debt Warrant Agreement") (the Common Stock,
     Preferred Stock, Common Stock Warrants, Preferred Stock Warrants, Debt
     Securities and Debt Securities Warrants may be referred to collectively as,
     the "Company Securities").

The Company's board of directors has taken and will take from time to time
corporate action relating to the issuance of the Company Securities (the
"Corporate Proceedings"). Certain terms of the Common Stock Warrants, Preferred
Stock Warrants, Debt Securities and Debt Securities Warrants may be established
by certain officers of the Company who will be authorized by the Corporate
Proceedings. In rendering the opinions expressed below, I have supervised the
examination of (a) the Restated Certificate of Incorporation of the Company and
all amendments thereto; (b) the Bylaws of the Company and all amendments
thereto; (c) the Form S-3 Registration Statement pursuant to which the Company
Securities are to be registered under the Securities Act of 1933, as amended;
(d) resolutions of the board of directors of the Company; and (e) such other
documents, corporate records and instruments as I have deemed necessary or
advisable for the purpose of this opinion.

     Based on the foregoing, and subject to the qualifications hereinafter set
forth, it is my opinion that:

          1.   the Common Stock to be issued is duly authorized for issuance
     and, upon completion of the Corporate Proceedings, when issued and
     delivered in accordance with such Corporate Proceedings will be legally
     issued, fully paid and nonassessable;

          2.   the Preferred Stock to be issued is duly authorized for issuance
     and, upon completion of the Corporate Proceedings, when issued and
     delivered in accordance with such Corporate Proceedings will be legally
     issued, fully paid and nonassessable;

          3.   the Common Stock to be issued upon exercise of the Common Stock
     Warrants, when issued and delivered in accordance with the Corporate
     Proceedings and the Common Stock Warrant Agreement, will be legally issued,
     fully paid and nonassessable;

          4.   the Preferred Stock to be issued upon exercise of the Preferred
     Stock Warrants, when issued and delivered in accordance with the Corporate
     Proceedings and the Preferred Stock Warrant Agreement, will be legally
     issued, fully paid and nonassessable;


The Dow Chemical Company
Page 3


          5.   assuming the proper execution of the Indenture by all required
     signatories other than the Company, the Indenture is a valid and binding
     instrument and, upon the completion of the Corporate Proceedings and the
     authentication, sale and delivery of the Debt Securities, the Debt
     Securities will be legal, valid and binding obligations of the Company,
     entitled to the benefits of the Indenture, including such terms as are
     established pursuant to the Corporate Proceedings (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 to general principles of equity).

          6.   assuming the proper execution of the Common Stock Warrant
     Agreement by all required signatories other than the Company, upon
     execution of the Common Stock Warrant Agreement by all required
     signatories, the Common Stock Warrant Agreement will be a valid and binding
     instrument and, upon the completion of the Corporate Proceedings and the
     authentication, sale and delivery of the Common Stock Warrants, the Common
     Stock Warrants will be legal, valid and binding obligations of the Company,
     entitled to the benefits of the Common Stock Warrant Agreement, including
     such terms as are established pursuant to the Corporate Proceedings
     (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 to general principles of
     equity).

          7.   assuming the proper execution of the Preferred Stock Warrant
     Agreement by all required signatories other than the Company, upon
     execution of the Preferred Stock Warrant Agreement by all required
     signatories, the Preferred Stock Warrant Agreement will be a valid and
     binding instrument and, upon the completion of the Corporate Proceedings
     and the authentication, sale and delivery of the Preferred Stock Warrants,
     the Preferred Stock Warrants will be legal, valid and binding obligations
     of the Company, entitled to the benefits of the Preferred Stock Warrant
     Agreement, including such terms as are established pursuant to the
     Corporate Proceedings (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 to
     general principles of equity).


The Dow Chemical Company
Page 4


          8.   assuming the proper execution of the Debt Warrant Agreement by
     all required signatories other than the Company, upon execution of the Debt
     Warrant Agreement by all required signatories, the Debt Warrant Agreement
     will be a valid and binding instrument and, upon the completion of the
     Corporate Proceedings and the authentication, sale and delivery of the Debt
     Warrants, the Debt Warrants will be legal, valid and binding obligations of
     the Company, entitled to the benefits of the Debt Warrant Agreement,
     including such terms as are established pursuant to the Corporate
     Proceedings (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 to general
     principles of equity).

I am admitted to practice law in the State of Michigan, and I do not purport to
be an expert on, or to express any opinion concerning, matters under or
involving any law other the law of the State of Michigan, the General
Corporation Law of the State of Delaware and applicable federal law of the
United States of America. For purposes of any opinion with respect to documents
governed, or to be governed, by New York or any other state law, I have assumed
that the law of the State of Michigan is identical to the law of the State of
New York or such other state. The opinions expressed in this letter are based
upon the laws in effect on the date hereof, and I assume no obligation to revise
or supplement this opinion should such laws be changed by legislative action,
judicial decision, or otherwise.

I hereby consent to the filing of this opinion as an exhibit to the Company's
Form S-3 Registration Statement and to the reference to me under the caption
"Legal Matters" in the Registration Statement.

Very truly yours,


/s/ John Scriven
- -------------------------------
John Scriven
Vice President, General Counsel
 and Secretary

EX-23.1

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Dow Chemical Company:

We consent to the incorporation by reference in this Registration Statement of
The Dow Chemical Company on Form S-3 of our report dated February 10, 1999,
appearing in the Annual Report on Form 10-K of The Dow Chemical Company for the
year ended December 31, 1998, and to the reference to us under the headings
"Experts" in the Prospectus, which is part of this Registration Statement.



/s/ Deloitte & Touche LLP
- ----------------------------
DELOITTE & TOUCHE LLP

Midland, Michigan
October 5, 1999

EX-24.1

                                                                    EXHIBIT 24.1

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
John Scriven or J. Pedro Reinhard, acting severally, as his or her attorney-in-
fact and agent, to sign any registration statement on Form S-3 and any or all
amendments (including post-effective amendments) to such registration statement
in connection with a shelf registration under the Securities and Exchange Act of
1933 of up to U.S. $2.5 billion of securities, including debt securities, equity
securities, and warrants with respect to each, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney-in-fact and agent
full power and authority to perform any act in connection with any of the
foregoing as fully to all intents and purposes as he or she might do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and
agent is hereby granted full power of substitution and revocation with respect
hereto.



SIGNATURE                     TITLE                           DATE
- ---------                     -----                           ----
                                                        
/s/ G. M. Lynch               Vice President and              September 16, 1999
- ------------------------      Controller
G. M. Lynch


/s/ A. A. Allemang            Director and Vice President     September 17, 1999
- ------------------------
A. A. Allemang


/s/ J. K. Barton              Director                        September 16, 1999
- ------------------------
J. K. Barton


/s/ D. T. Buzzelli            Director                        September 16, 1999
- ------------------------
D. T. Buzzelli


/s/ A. J. Carbone             Director and Executive          September 16, 1999
- ------------------------      Vice President
A. J. Carbone


/s/ J. C. Danforth            Director                        September 17, 1999
- ------------------------
J. C. Danforth


/s/ W. D. Davis               Director                        September 17, 1999
- ------------------------
W. D. Davis





SIGNATURE                     TITLE                           DATE
- ---------                     -----                           ----
                                                        
/s/ E. C. Falla               Director                        September 17, 1999
- ------------------------
E. C. Falla


/s/ B. H. Franklin            Director                        September 17, 1999
- ------------------------
B. H. Franklin


/s/ A. D. Gilmour             Director                        September 16, 1999
- ------------------------
A. D. Gilmour


/s/ M. D. Parker              Director and Executive          September 18, 1999
- ------------------------      Vice President
M. D. Parker


/s/ F. P. Popoff              Director and                    September 16, 1999
- ------------------------      Chairman of the Board
F. P. Popoff


/s/ J. P. Reinhard            Director, Executive Vice        September 16, 1999
- ------------------------      President and
J. P. Reinhard                Chief Financial Officer


/s/ H. T. Shapiro             Director                        September 17, 1999
- ------------------------
H. T. Shapiro


/s/ W. S. Stavropoulos        Director, President and         September 17, 1999
- ------------------------      Chief Executive Officer
W. S. Stavropoulos


/s/ P. G. Stern               Director                        September 18, 1999
- ------------------------
P. G. Stern

EX-25.1

                                                                    EXHIBIT 25.1

                      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)

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

                          BANK ONE TRUST COMPANY, NA
              (Exact name of trustee as specified in its charter)

A National Banking Association                           31-0838515
                                                      (I.R.S. employer
                                                   identification number)

100 East Broad Street, Columbus, Ohio                   43271-0181
     (Address of principal executive offices)           (Zip Code)

                          Bank One Trust Company, NA
                            100 East Broad Street
                           Columbus, Ohio 43271-0181
      Attn:  Linda J. Patterson, Senior Managing Director, (614) 248-5193
           (Name, address and telephone number of agent for service)

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

                           THE DOW CHEMICAL COMPANY
              (Exact name of obligor as specified in its charter)



         Delaware                                        38-1285128
(State or other jurisdiction of                       (I.R.S. employer
incorporation or organization)                     identification number)

2030 Dow Center
Midland, Michigan                                         48674
(Address of principal executive offices)                  (Zip Code)


                                Debt Securities
                        (Title of Indenture Securities)

                                       1


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 Currency, Washington, D.C.;
          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.

          The trustee is authorized to exercise corporate
          trust powers.

Item 2.   Affiliations With the Obligor.  If the obligor
          is an affiliate of the trustee, describe each
          such affiliation.

          No such affiliation exists with the trustee.

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 the
              trustee now in effect.

          2.  A copy of the certificate of authority of the
              trustee to commence business.

          3.  A copy of the authorization of the trustee to
              exercise corporate trust powers.

          4.  A copy of the existing by-laws of the trustee.

          5.  Not Applicable.

          6.  The consent of the trustee required by
              Section 321(b) of the Act.



          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.

          8.   Not Applicable.

          9.   Not Applicable.


     Pursuant to the requirements of the Trust Indenture Act of 1939, as
     amended, the trustee, Bank One Trust Company, NA, 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, on the 4th day of October, 1999.


            Bank One Trust Company, NA,
            Trustee

            By /s/ Steven M. Wagner
               -------------------------------------------
               Steven M. Wagner
               Director


                                   EXHIBIT 1

                 A COPY OF THE ARTICLES OF ASSOCIATION OF THE
                             TRUSTEE NOW IN EFFECT

                             AMENDED AND RESTATED
                            ARTICLES OF ASSOCIATION
                                      of
                          BANK ONE TRUST COMPANY, NA


FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, NA.

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.

The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of either
(i) the date of purchase, (ii) the date the person became a director, or (iii)
the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of Directors
may not increase the number of directors between meetings of shareholders to a
number which: (1) exceeds by more than two the number of directors last elected
by shareholders where the number was 15 or less; or (2) exceeds by more than
four the number of directors last elected by shareholders where the number was
16 or more, but in no event shall the number of directors exceed 25.

Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.


Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full Board of Directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board action,
and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the Board of Directors
may designate, on the day of each year specified therefor in the Bylaws or, if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in the event of a legal holiday on the following banking day, an
election may be held on any subsequent day within 60 days of the day fixed, to
be designated by the Board of Directors or, if the directors fail to fix the
day, by shareholders representing two-thirds of the shares issued and
outstanding. In all cases at least 10 days advance notice of the meeting shall
be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.

A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time


determine and at such price as the Board of Directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or more
classes or series in the same or a substantially similar way, all the classes or
series so affected must vote together as a single voting group on the proposed
amendment.

Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be issued
as share dividends in respect of a class or series of stock if approved by a
majority of the votes entitled to be cast by the class or series to be issued
unless there are no outstanding shares of the class or series to be issued.
Unless otherwise provided by the Board of Directors, the record date for
determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.

Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.

If a shareholder is entitled to fractional shares pursuant to preemptive rights,
a stock dividend, consolidation or merger, reverse stock split or otherwise, the
Association may: (a) issue fractional shares or; (b) in lieu of the issuance of
fractional shares, issue script or warrants entitling the holder to receive a
full share upon surrendering enough script or warrants to equal a full share;
(c) if there is an established and active market in the Association's stock,
make reasonable arrangements to provide the shareholder with an opportunity to
realize a fair price through sale of the fraction, or purchase of the additional
fraction required for a full share; (d) remit the cash equivalent of the
fraction to the shareholder; or (e) sell full shares representing all the
fractions at public auction or to the highest bidder after having solicited and
received sealed bids from at least three licensed stock brokers, and distribute
the proceeds pro rata to shareholders who otherwise would be entitled to the
fractional shares. The holder of a fractional share is entitled to exercise the
rights for shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the Association upon liquidation, in proportion
to the fractional interest. The holder of script or warrants is not entitled to
any of these rights unless the script or warrants explicitly provide for such
rights. The script or warrants may be subject to such additional conditions as:
(1) that the script or warrants will become void if not exchanged for full
shares before a specified date; and (2) that the shares for which the script or
warrants are exchangeable may be sold at the option of the Association and the
proceeds paid to scriptholders.


The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated, which
may be issued by the Association without the approval of shareholders, do not
carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.

SIXTH. The Board of Directors shall appoint one of its members president of
this Association, and one of its members chairperson of the board and shall have
the power to appoint one or more vice presidents, a secretary who shall keep
minutes of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the Board of Directors in accordance with the Bylaws. The Board of
Directors shall have the power to:

(1)  Define the duties of the officers, employees, and agents of the
     Association.

(2)  Delegate the performance of its duties, but not the responsibility for its
     duties, to the officers, employees, and agents of the Association.

(3)  Fix the compensation and enter into employment contracts with its officers
     and employees upon reasonable terms and conditions consistent with
     applicable law.

(4)  Dismiss officers and employees.

(5)  Require bonds from officers and employees and to fix the penalty thereof.

(6)  Ratify written policies authorized by the Association's management or
     committees of the board.

(7)  Regulate the manner in which any increase or decrease of the capital of the
     Association shall be made, provided that nothing herein shall restrict the
     power of shareholders to increase or decrease the capital of the
     association in accordance with law, and nothing shall raise or lower from
     two-thirds the percentage for shareholder approval to increase or reduce
     the capital.

(8)  Manage and administer the business and affairs of the Association.

(9)  Adopt initial Bylaws, not inconsistent with law or the Articles of
     Association, for managing the business and regulating the affairs of the
     Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of
     Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a Board of Directors to
     perform.


SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus, State
of Ohio, but not more than thirty miles beyond such limits, with the affirmative
vote of shareholders owning two-thirds of the stock of the Association, subject
to receipt of a certificate of approval from the Comptroller of the Currency.
The Board of Directors shall have the power to establish or change the location
of any branch or branches of the Association to any other location permitted
under applicable law without the approval of the shareholders, subject to
approval by the Office of the Comptroller of the Currency. The Board of
Directors shall have the power to establish or change the location of any
nonbranch office or facility of the Association without the approval of the
shareholders.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association, may
call a special meeting of shareholders at any time. Unless otherwise provided by
the Bylaws or the laws of the United States, or waived by shareholders, a notice
of the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10, and no more than 60, days prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association. Unless otherwise provided by the Bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.

TENTH. The Association shall provide indemnification as set forth below:

Every person who is or was a Director, officer or employee of the Association or
of any other corporation which he served as a Director, officer or employee at
the request of the Association as part of his regularly assigned duties may be
indemnified by the Association in accordance with the provisions of this Article
against all liability (including, without limitation, judgments, fines,
penalties, and settlements) and all reasonable expenses (including, without
limitation, attorneys' fees and investigative expenses) that may be incurred or
paid by him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this Article as
"Claims") or in connection with any appeal relating thereto in which he may
become involved as a party or otherwise or with which he may be threatened by
reason of his being or having been a Director, officer or employee of the
Association or such other corporation, or by reason of any action taken or
omitted by him in his capacity as such Director, officer or employee, whether or
not he continues to be such at the time such liability or expenses are incurred;
provided that nothing contained in this Article shall be construed to permit
indemnification of any such person who is adjudged guilty of, or liable for,
willful misconduct, gross neglect of duty or criminal acts, unless, at the time
such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings of
the Comptroller of the Currency or other appropriate


supervisory or regulatory authority; and provided further that there shall be no
indemnification of Directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association.

Every person who may be indemnified under the provisions of this Article and who
has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as of right. Except as provided in the preceding
sentence, any indemnification under this Article shall be at the sole discretion
of the Board of Directors and shall be made only if the Board of Directors or
the Executive Committee acting by a quorum consisting of Directors who are not
parties to such Claim shall find or if independent legal counsel (who may be the
regular counsel of the Association) selected by the Board of Directors or
Executive Committee whether or not a disinterested quorum exists shall render
their opinion that in view of all of the circumstances then surrounding the
Claim, such indemnification is equitable and in the best interests of the
Association. Among the circumstances to be taken into consideration in arriving
at such a finding or opinion is the existence or non-existence of a contract of
insurance or indemnity under which the Association would be wholly or partially
reimbursed for such indemnification, but the existence or non-existence of such
insurance is not the sole circumstance to be considered nor shall it be wholly
determinative of whether such indemnification shall be made. In addition to such
finding or opinion, no indemnification under this Article shall be made unless
the Board of Directors or the Executive Committee acting by a quorum consisting
of Directors who are not parties to such Claim shall find or if independent
legal counsel (who may be the regular counsel of the Association) selected by
the Board of Directors or Executive Committee whether or not a disinterested
quorum exists shall render their opinion that the Directors, officer or employee
acted in good faith in what he reasonably believed to be the best interests of
the Association or such other corporation and further in the case of any
criminal action or proceeding, that the Director, officer or employee reasonably
believed his conduct to be lawful. Determination of any Claim by judgment
adverse to a Director, officer or employee by settlement with or without Court
approval or conviction upon a plea of guilty or of nolo contendere or its
equivalent shall not create a presumption that a Director, officer or employee
failed to meet the standards of conduct set forth in this Article. Expenses
incurred with respect to any Claim may be advanced by the Association prior to
the final disposition thereof upon receipt of an undertaking satisfactory to the
Association by or on behalf of the recipient to repay such amount unless it is
ultimately determined that he is entitled to indemnification under this Article.

The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.


ELEVENTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The Association's Board of Directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.


                                   EXHIBIT 2

                 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
                         TRUSTEE TO COMMENCE BUSINESS



                                  CERTIFICATE


I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.   The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2.   "Bank One Trust Company, National Association," Columbus, Ohio, (Charter
No. 16235) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.


                         IN TESTIMONY WHEREOF, I have hereunto

                         subscribed my name and caused my seal of

                         office to be affixed to these presents at the

                         Treasury Department in the City of

                         Washington and District of Columbia, this

                         15th day of September, 1999.



                         /s/ John D. Hawke, Jr.
                         ----------------------
                         Comptroller of the Currency


                                   EXHIBIT 3



                  A COPY OF THE AUTHORIZATION  OF THE TRUSTEE
                      TO EXERCISE CORPORATE TRUST POWERS


                                  CERTIFICATE


I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.   The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2.   "Bank One Trust Company, National Association," Columbus, Ohio, (Charter
No. 16235) was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.


                         IN TESTIMONY WHEREOF, I have hereunto

                         subscribed my name and caused my seal of

                         office to be affixed to these presents at the

                         Treasury Department in the City of

                         Washington and District of Columbia, this

                         15th day of September, 1999.



                         /s/ John D. Hawke, Jr.
                         ----------------------
                         Comptroller of the Currency


                                   EXHIBIT 4

                 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE



                          BANK ONE TRUST COMPANY, NA
                                    BY-LAWS
                                    -------

                                   ARTICLE I

                           MEETINGS OF SHAREHOLDERS
                           ------------------------

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main office, or
other convenient place duly authorized by the Board of Directors, on the same
day upon which any regular or special Board meeting is held from and including
the first Monday of January to, and including, the fourth Monday of February of
each year, or on the next succeeding banking day, if the day fixed falls on a
legal holiday. If from any cause, an election of Directors is not made on the
day fixed for the regular meeting of the shareholders or, in the event of a
legal holiday, on the next succeeding banking day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting. Notice of such
annual meeting shall be given by or under the direction of the Secretary, or
such other officer as may be designated by the Chief Executive Officer, by
first-class mail, postage prepaid, to all shareholders of record of the Bank at
their respective addresses as shown upon the books of the Bank mailed not less
than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
the Bank. Notice of any special meeting of the shareholders called by the Board
of Directors, stating the time, place and purpose of the meeting, shall be given
by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank mailed not less than ten days prior to the date fixed
for such meeting. Any special meeting of shareholders shall be conducted and its
proceedings recorded in the manner prescribed in these By-Laws for annual
meetings of shareholders.


SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the Directors-
elect of their election and to meet forthwith for the organization of the new
Board of Directors. The minutes of the meeting shall be signed by the presiding
officer and the secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the meeting of shareholders of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
Directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election, at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signature, the secretary of the Board of Directors of the result thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in such shareholder's name for
as many persons as there are Directors to be elected, or to cumulate such shares
as provided by Federal Law. In deciding all other questions at meetings of
shareholders, each shareholder shall be entitled to one vote on each share of
stock of record in such shareholder's name. Shareholders may vote by proxy duly
authorized in writing. All proxies used at the annual meeting shall be secured
for that meeting only, or any adjournment thereof, and shall be dated, if not
dated by the shareholder, as of the date of the receipt thereof. No officer or
employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                  ARTICLE II
                                   DIRECTORS
                                   ---------


SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.

SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year or
until their successors are elected and qualified. Any vacancy in the Board shall
be filled by


appointment of the remaining Directors, and any Director so appointed shall hold
office until the next election.

SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may adjourn
from time to time until a quorum is obtained. A majority of the number of
Directors elected by the shareholders shall constitute a quorum for the
transaction of business.

SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall adjourn
the meeting to a time not later than the date fixed by the By-Laws for the next
succeeding regular meeting of the Board. Members of the Board of Directors may
participate in such meetings through use of conference telephone or similar
communications equipment, so long as all members participating in such meetings
can hear one another.

SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board, Chief Executive Officer, or
President, or at the request of two or more Directors. Any special meeting may
be held at such place and at such time as may be fixed in the call. Written or
oral notice shall be given to each Director not later than the day next
preceding the day on which the special meeting is to be held, which notice may
be waived in writing. The presence of a Director at any meeting of the Board of
Directors shall be deemed a waiver of notice thereof by such Director. Whenever
a quorum is not present, the Directors in attendance shall adjourn the special
meeting from day to day until a quorum is obtained. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive
such fees for attendance at Board and Board committee meetings and such fees for
service as a Director, irrespective of meeting attendance, as from time to time
are fixed by resolution of the Board; provided, however, that payment hereunder
shall not be made to a Director for meetings attended and/or Board service which
are not for the Bank's sole


benefit and which are concurrent and duplicative with meetings attended or Board
service for an affiliate of the Bank for which the Director receives payment;
and provided further that fees hereunder shall not be paid in the case of any
Director in the regular employment of the Bank or of one of its affiliates. Each
member of the Board of Directors, whether or not such Director is in the regular
employment of the Bank or of one of its affiliates, shall be reimbursed for
travel expenses incident to attendance at Board and Board committee meetings.

SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that may
lawfully be delegated. The Executive Committee shall consist of at least three
Board members, one of whom shall be the Chairman of the Board, Chief Executive
Officer or the President. The other members of the Executive Committee shall be
appointed by the Chairman of the Board, the Chief Executive Officer, or the
President, with the approval of the Board, and who shall continue as members of
the Executive Committee until their successors are appointed, provided, however,
that any member of the Executive Committee may be removed by the Board upon a
majority vote thereof at any regular or special meeting of the Board. The
Chairman, Chief Executive Officer, or President shall fill any vacancy in the
Executive Committee by the appointment of another Director, subject to the
approval of the Board of Directors. The Executive Committee shall meet at the
call of the Chairman, Chief Executive Officer, or President or any two members
thereof at such time or times and place as may be designated. In the event of
the absence of any member or members of the Executive Committee, the presiding
member may appoint a member or members of the Board to fill the place or places
of such absent member or members to serve during such absence. Two members of
the Executive Committee shall constitute a quorum. When neither the Chairman of
the Board, the Chief Executive Officer, nor President are present, the Executive
Committee shall appoint a presiding officer. The Executive Committee shall
report its proceedings and the action taken by it to the Board of Directors.

SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.

                                  ARTICLE III
                   OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
                   ----------------------------------------


SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.
(a) The executive officers of the Bank shall include a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, Secretary, Security
Officer, and may include one or more Senior Managing Directors or Managing
Directors. The Chairman of the Board, Chief Executive Officer, President, any
Senior Managing Director, any Managing Director, Chief Financial Officer,
Secretary, and Security Officer shall be elected by the Board. The Chairman of
the Board, Chief Executive Officer, and the President shall be elected by the
Board from their own number. Such officers as the Board shall elect from their
own number shall hold office from the date of their election as officers until
the organization meeting of the Board of Directors following the next annual
meeting of shareholders, provided, however, that such officers may be relieved
of their duties at any time by action of the Board of Directors, in which event
all the powers incident to their office shall immediately terminate. The
Chairman of the Board, Chief Executive Officer, or the President shall preside
at all meetings of shareholders and meetings of the Board of Directors.


(b)  The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and such other persons in the employment of the Bank
who, pursuant to authorization by a duly authorized officer of the Bank, perform
management functions and have management responsibilities. Any two or more
offices may be held by the same person except that no person shall hold the
office of Chairman of the Board, Chief Executive Officer and/or President and at
the same time also hold the office of Secretary.

(c)  Except as provided in the case of the elected officers who are members of
the Board, all officers and employees, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by law or these
By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and/or each of their respective designees the authority
to control all personnel, including elected and appointed officers and employees
of the Bank, to employ or direct the employment of such officers and employees
as he or she may deem necessary, including the fixing of salaries and the
dismissal of such officers and employees at pleasure, and to define and
prescribe the duties and responsibilities of all officers and employees of the
Bank, subject to such further limitations and directions as he or she may from
time to time deem appropriate.

(d)  The Chairman of the Board, the Chief Executive Officer, the President, any
Senior Managing Director, any Managing Director, the Chief Financial Officer,
and any other officer of the Bank, to the extent that such officer is authorized
in writing by the Chairman of the Board, the Chief Executive Officer, the
President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer may appoint persons other than officers who are in employment
of the Bank to serve in management positions and in connection therewith, the
appointing officer may assign such title, salary, responsibilities and functions
as are deemed appropriate, provided, however, that nothing contained herein
shall be construed as placing any limitation on the authority of the Chairman of
the Board, the Chief Executive Officer, the President, any Senior Managing
Director, any Managing Director, or the Chief Financial Officer as provided in
this and other sections of these By-Laws.

(e)  The Senior Managing Directors and the Managing Directors of the Bank shall
have general and active authority over the management of the business of the
Bank, shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall do or cause to be done all things necessary or
proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a Managing
Director, such officer as is designated by the Senior Managing Director or the
Managing Director shall be vested with all the powers and perform all the duties
of the Senior Managing Director or the Managing Director as defined by these By-
Laws.


(f)  Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members who shall be capable and
experienced officers of the Bank appointed from time to time by the Managing
Director and who shall continue as members of the Investment Management and
Trust Committee until their successors are appointed, provided, however, that
any member of the Investment Management and Trust Committee may be removed by
the Managing Director as provided in this and other sections of these By-Laws.
The Managing Director shall fill any vacancy in the Investment Management and
Trust Committee by the appointment of another capable and experienced officer of
the Bank. Each Investment Management and Trust Committee shall meet at such
date, time and place as the Managing Director shall fix. In the event of the
absence of any member or members of the Investment Management and Trust
Committee, the Managing Director may, in his or her discretion, appoint another
officer of the Bank to fill the place or places of such absent member or members
to serve during such absence. A majority of each Investment Management and Trust
Committee shall constitute a quorum. Each Investment Management and Trust
Committee shall carry out the policies of the Bank, as adopted by the Board of
Directors, which shall be formulated and executed in accordance with State and
Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary
principles. In carrying out the policies of the Bank, each Investment Management
and Trust Committee is hereby authorized to establish management teams whose
duties and responsibilities shall be specifically set forth in the policies of
the Bank. Each such management team shall report such proceedings and the
actions taken thereby to the Investment Management and Trust Committee. Each
Managing Director shall then report such proceedings and the actions taken
thereby to the Board of Directors.

SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and direct
all necessary agents and attorneys; to sign and give any notice required to be
given; to demand payment and/or to declare due for any default any debt or
obligation due or payable to the Bank upon demand or authorized to be declared
due; to foreclose any mortgages; to exercise any option, privilege or election
to forfeit, terminate, extend or renew any lease; to authorize and direct any
proceedings for the collection of any money or for the enforcement of any right
or obligation; to adjust, settle and compromise all claims of every kind and
description in favor of or against the Bank, and to give receipts, releases and
discharges therefor; to borrow money and in connection therewith to make,
execute and deliver notes, bonds or other evidences of indebtedness; to pledge
or hypothecate any securities or any stocks, bonds, notes or any property real
or personal held or owned by the Bank, or to rediscount any notes or other
obligations held or owned by the Bank, whenever in his or her judgment it is
reasonably necessary for the operation of the Bank; and in furtherance of and in
addition to the powers hereinabove set forth to do all such acts and to take all
such proceedings as in his or her judgment are necessary and incidental to the
operation of the Bank.

SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated


by the Chief Executive Officer shall have supervision and control of the records
of the Bank and, subject to the direction of the Chief Executive Officer, shall
undertake other duties and functions usually performed by a corporate secretary.
Other officers may be designated by the Secretary as Assistant Secretary to
perform the duties of the Secretary.

SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff
or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness (including
the assignment and redemption of registered United States obligations) and all
other forms of intangible property now or hereafter owned by or standing in the
name of the Bank, or its nominee, or held by the Bank as collateral security, or
standing in the name of the Bank, or its nominee, in any fiduciary capacity or
in the name of any principal for whom this Bank may now or hereafter be acting
under a power of attorney or as agent, and to execute and deliver such partial
releases from any discharges or assignments of mortgages and assignments or
surrender of insurance policies, deeds, contracts, assignments or other papers
or documents as may be appropriate in the circumstances now or hereafter held by
the Bank in its own name, in a fiduciary capacity, or owned by any principal for
whom this Bank may now or hereafter be acting under a power of attorney or as
agent; provided, however, that, when necessary, the signature of any such person
shall be attested or witnessed in each case by another officer of the Bank. Any
member of the Bank's management staff or any employee of the Bank designated as
an officer on the Bank's payroll system is hereby authorized for and on behalf
of the Bank to execute any indemnity and fidelity bonds, trust agreements,
proxies or other papers or documents of like or different character necessary,
desirable or incidental to the appointment of the Bank in any fiduciary
capacity, the conduct of its business in any fiduciary capacity, or the conduct
of its other banking business; to sign and issue checks, drafts, orders for the
payment of money and certificates of deposit; to sign and endorse bills of
exchange, to sign and countersign foreign and domestic letters of credit, to
receive and receipt for payments of principal, interest, dividends, rents, fees
and payments of every kind and description paid to the Bank, to sign receipts
for money or other property acquired by or entrusted to the Bank, to guarantee
the genuineness of signatures on assignments of stocks, bonds or other
securities, to sign certifications of checks, to endorse and deliver checks,
drafts, warrants, bills, notes, certificates of deposit and acceptances in all
business transactions of the Bank; also to foreclose any mortgage, to execute
and deliver receipts for any money or property; also to sign stock certificates
for and on behalf of this Bank as transfer agent or registrar, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as trustee or in any other fiduciary capacity; to execute
and deliver various forms of documents or agreements necessary to effectuate
certain investment strategies for various fiduciary or custody customers of the
Bank, including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for investment of fiduciary customers or in which non-fiduciary
customers may direct investment by the Bank.


Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to time
to appoint officers of the Bank as Vice President for the sole purpose of
executing releases or other documents incidental to the conduct of the Bank's
business in any fiduciary capacity where required by state law or the governing
document. In addition, other persons in the employment of the Bank or its
affiliates may be authorized by the Chief Executive Officer, Chairman of the
Board, President, Senior Managing Directors, Managing Directors, or Chief
Financial Officer to perform acts and to execute the documents described in the
paragraph above, subject, however, to such limitations and conditions as are
contained in the authorization given to such person.

SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.

                                  ARTICLE IV
                         STOCKS AND STOCK CERTIFICATES
                         -----------------------------


SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at


any time determine, for any meeting of shareholders, the payment of dividends or
any other lawful purpose. In lieu of closing the transfer books, the Board of
Directors may, in its discretion, fix a record date and hour constituting a
reasonable period prior to the day designated for the holding of any meeting of
the shareholders or the day appointed for the payment of any dividend, or for
any other purpose at the time as of which shareholders entitled to notice of and
to vote at any such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of record at such time shall be entitled to notice of or to vote at such meeting
or to receive such dividends or to be treated as shareholders for such other
purpose.

                                   ARTICLE V
                            MISCELLANEOUS PROVISIONS
                            ------------------------


SECTION 5.01.  SEAL.  The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, NA" located clockwise
around the upper half of the seal.

SECTION 5.02.  MINUTE BOOK.  The organization papers of this Bank, the Articles
of Association, the returns of judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute books of the Bank.  The
minutes of each such meeting shall be signed by the presiding officer and
attested by the secretary of the meeting.

SECTION 5.03.  CORPORATE POWERS.  The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States.  The
purpose of the Bank shall be to carry on the general business of a commercial
bank trust department and to engage in such activities as are necessary,
incident, or related to such business.  The Articles of Association of the Bank
shall not be amended, or any other provision added elsewhere in the Articles
expanding the powers of the Bank, without the prior approval of the Comptroller
of the Currency.

SECTION 5.04.  AMENDMENT OF BY-LAWS.  The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the Directors.



As amended April 24, 1991    Section 3.01 (Officers and Management Staff)
                             Section 3.02 (Chief Executive Officer)
                             Section 3.03 (Powers and Duties of Officers
                             and Management Staff)
                             Section 3.05 (Execution of Documents)

As amended January 27, 1995  Section 2.04 (Regular Meetings)
                             Section 2.05 (Special Meetings)
                             Section 3.01(f) (Officers and Management Staff)
                             Section 3.03(e) (Powers and Duties of Officers
                             and Management Staff)
                             Section 5.01 (Seal)

Amended and restated in its entirety effective May 1, 1996

As amended August 1, 1996    Section 2.09 (Trust Examining Committee)
                             Section 2.10 (Other Committees)

As amended October 16, 1997  Section 3.01 (Officers and Management Staff)
                             Section 3.02 (Powers and Duties of Officers
                             and Management Staff)
                             Section 3.04  (Execution of Documents)

As amended January 1, 1998   Section 1.01 (Annual Meeting)




                                   EXHIBIT 6



                      THE CONSENT OF THE TRUSTEE REQUIRED
                         BY SECTION 321(b) OF THE ACT


                                             October 4, 1999



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between The Dow Chemical
Company and Bank One Trust Company, NA, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.


                    Very truly yours,

                    Bank One Trust Company, NA



               By: /s/ Steven M. Wagner
                   ------------------------------
                    Steven M. Wagner
                         Director



                                   EXHIBIT 7



                                               
Legal Title of Bank:     Bank One Trust Company, NA  Call Date: 12/31/98  ST-BK: 17-1630 FFIEC 032
Address:                        100 Broad Street                                         Page RC-1
City, State  Zip:        Columbus, OH 43271
FDIC Certificate No.:    0/3/6/1/8
                         ---------

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

Schedule RC--Balance Sheet




                                                                                               Dollar Amounts in thousands --
C300                                                                                               RCON  BIL MIL THOU
- --------                                                                                           ----  -------------
                                                                                                                
ASSETS
1.  Cash and balances due from depository institutions (from Schedule
    RC-A):                                                                                    RCON
    a. Noninterest-bearing balances and currency and coin(1)                                  0081        159,911           1.a
    b. Interest-bearing balances(2)                                                           0071         16,874           1.b
2.  Securities
    a. Held-to-maturity securities(from Schedule RC-B, column A)                              1754              0           2.a
    b. Available-for-sale securities (from Schedule RC-B, column D)                           1773          7,403           2.b
3.  Federal funds sold and securities purchased under agreements to
    resell                                                                                    1350        576,473           3.
4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income (from Schedule RC-C)                          RCON
                                                                                              2122         32,603           4.a
    b. LESS: Allowance for loan and lease losses                                              3123             10           4.b
    c. LESS: Allocated transfer risk reserve                                                  3128              0           4.c
    d. Loans and leases, net of unearned income, allowance, and                               RCON
       reserve (item 4.a minus 4.b and 4.c)                                                   2125         32,593           4.d
5.  Trading assets (from Schedule RD-D)                                                       3545              0           5.
6.  Premises and fixed assets (including capitalized leases)                                  2145         18,685           6.
7.  Other real estate owned (from Schedule RC-M)                                              2150              0           7.
8.  Investments in unconsolidated subsidiaries and associated
    companies (from Schedule RC-M)                                                            2130              0           8.
9.  Customers' liability to this bank on acceptances outstanding                              2155              0           9.
10. Intangible assets (from Schedule RC-M)                                                    2143         31,392           10.
11. Other assets (from Schedule RC-F)                                                         2160        127,322           11.
12. Total assets (sum of items 1 through 11)                                                  2170        970,653           12.

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


(1)  Includes cash items in process of collection and unposted debits
(2)  Includes time certificates of deposit not held for trading




                                                         
Legal Title of Bank:       Bank One Trust Company, N.A.        Call Date: 12/31/98 ST-BK: 171630 FFIEC 032
Address:                          100 East Broad Street                                          Page RC-2
City, State  Zip:          Columbus, OH 43271
FDIC Certificate No.:      0/3/6/1/8
                           ---------


Schedule RC-Continued


                                                                                                     Dollar Amounts in
                                                                                                         Thousands
                                                                                                         ---------
                                                                                                                  
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C                                 RCON
       from Schedule RC-E, part 1)                                                           2200          802,791         13.a
       (1) Noninterest-bearing(1)                                                            6631          727,720         13.a1
       (2) Interest-bearing                                                                  6636           75,071         13.a2

    b. In foreign offices, Edge and Agreement subsidiaries, and
       IBFs (from Schedule RC-E, part II)
       (1) Noninterest bearing
       (2) Interest-bearing

14. Federal funds purchased and securities sold under agreements
    to repurchase:                                                                           RCFD 2800           0         14

15. a. Demand notes issued to the U.S. Treasury                                              RCON 2840           0         15.a
    b. Trading Liabilities(from Sechedule RC-D)                                              RCFD 3548           0         15.b

16. Other borrowed money:                                                                    RCON
    a. With original maturity of one year or less                                            2332                0         16.a
    b. With original  maturity of more than one year                                         A547                0         16.b
    c. With original maturity of more than three years

17. Not applicable

18. Bank's liability on acceptance executed and outstanding                                  2920                0         18.

19. Subordinated notes and debentures                                                        3200                0         19.

20. Other liabilities (from Schedule RC-G)                                                   2930           64,642         20.

21. Total liabilities (sum of items 13 through 20)                                           2948          867,433         21.

22. Not applicable

EQUITY CAPITAL

23. Perpetual preferred stock and related surplus                                            3838                0         23.

24. Common stock                                                                             3230              800         24.

25. Surplus (exclude all surplus related to preferred stock)                                 3839           35,157         25.

26. a. Undivided profits and capital reserves                                                3632           67,207         26.a
    b. Net unrealized holding gains (losses) on available-for-sale securities                8434               56         26.b

27. Cumulative foreign currency translation adjustments                                      3284                0         27.

28. Total equity capital (sum of items 23 through 27)                                        3210          103,220         28.

29. Total liabilities, limited-life preferred stock, and equity
    capital (sum of items 21, 22, and 28)                                                    3300          970,653         29.


Memorandum
To be reported only with the March Report of Condition.


1.  Indicate in the box at the right the number of the statement below that best
    describes the most comprehensive level of auditing work performed for the
    bank by independent external
                                                                         Number
                                                                       ---------
    auditors as of any date during 1996....................RCFD 6724...N/A
    M.1.                                                               ---------
1 = Independent audit of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm which
    submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
    accordance with generally accepted auditing standards by a certified public
    accounting firm which submits a report on the consolidated holding company
    (but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm (may be
    required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors (may
    be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.