S-3

As filed with the Securities and Exchange Commission on January 11, 2010

Registration No. 333-      

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

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARIAD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3106987
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

26 Landsdowne Street
Cambridge, Massachusetts 02139-4234
(617) 494-0400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Raymond T. Keane, Esq.
Senior Vice President and General Counsel
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139-4234
(617) 494-0400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jonathan L. Kravetz, Esq.
Scott A. Samuels, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement as determined by the registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  o

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:  þ

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.  o

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.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount	Offering	Aggregate	Registration
Securities to be Registered	to be Registered	Price per Share	Offering Price	Fee(1)
Common Stock, $.001 par value(2)	(3)	(4)	(4)	—
Preferred Stock, $.01 par value	(3)	(4)	(4)	—
Debt Securities	(3)	(4)	(4)	—
Warrants	(3)	(4)	(4)	—
Rights	(3)	(4)	(4)	—
Purchase Contracts	(3)	(4)	(4)	—
Units	(3)	(4)	(4)	—
Total	(3)		$125,000,000	$8,913

(1)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.
(2)	Pursuant to the Rights Agreement dated as of June 8, 2000, attached to each share of common stock is a preferred share purchase right, which rights are not presently exercisable.
(3)	There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants, rights and purchase contracts to purchase common stock, preferred stock or debt securities, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $125,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $125,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or rights or performance of purchase contracts or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(4)	The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended.

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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE 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 IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JANUARY 11, 2010

PROSPECTUS

ARIAD PHARMACEUTICALS, INC.

$125,000,000

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
RIGHTS
PURCHASE CONTRACTS
UNITS

This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $125,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer common stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon conversion of or exchange for the preferred stock; common stock, preferred stock or debt securities upon the exercise of warrants, rights or performance of purchase contracts; or any combination of these securities upon the performance of purchase contracts.

This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest.

Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.

Our common stock is listed on The NASDAQ Global Market under the symbol “ARIA.” On January 8, 2010, the last reported sale price of our common stock was $2.45 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The NASDAQ Global Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described on page 4 of this prospectus under the caption “Risk Factors”. We may include specific risk factors in supplements to this prospectus under the caption “Risk Factors”. This prospectus may not be used to offer or sell our 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 or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2010.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		4
DEFICIENCY OF EARNINGS TO FIXED CHARGES		4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
USE OF PROCEEDS		5
PLAN OF DISTRIBUTION		5
DESCRIPTION OF COMMON STOCK		7
DESCRIPTION OF PREFERRED STOCK		8
DESCRIPTION OF DEBT SECURITIES		9
DESCRIPTION OF WARRANTS		15
DESCRIPTION OF RIGHTS		16
DESCRIPTION OF PURCHASE CONTRACTS		17
DESCRIPTION OF UNITS		18
CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY LAWS		19
LEGAL MATTERS		20
EXPERTS		20
WHERE YOU CAN FIND MORE INFORMATION		21
INCORPORATION OF DOCUMENTS BY REFERENCE		21
EX-4.8 Form of Senior Indenture
EX-4.9 Form of Subordinated Indenture.
EX-5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
EX-12.1 Computation of Deficiency of Earnings to Fixed Charges.
EX-23.1 Consent of Deloitte & Touche LLP.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants, rights or purchase contracts to purchase any of such securities, either individually or in units, in one or more offerings, with a total value of up to $125,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering.

This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to the offering of securities under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional information under the heading “Where You Can Find More Information” before making an investment decision.

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

This prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.

Unless the context otherwise requires, “ARIAD,” “the Company,” “we,” “us,” “our” and similar terms refer to ARIAD Pharmaceuticals, Inc. and our subsidiaries, unless the context requires otherwise.

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PROSPECTUS SUMMARY

The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors in any prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities.

About ARIAD Pharmaceuticals, Inc.

Our Business and Strategy

Our vision is to transform the lives of cancer patients with breakthrough medicines. Our mission is to discover, develop and commercialize small-molecule drugs to treat cancer in patients with the greatest and most urgent unmet medical need — aggressive cancers where current therapies are inadequate. Our goal is to build a fully integrated oncology company focused on novel, molecularly targeted therapies to treat solid tumors and hematologic cancers, as well as the spread of primary tumors to distant sites. Our business strategy is to:

•  build a fully integrated oncology company and become a leader in the discovery, development and commercialization of molecularly targeted oncology therapies;

•  broadly develop our lead oncology product candidates and build a pipeline of innovative follow-on product candidates;

•  enter into partnerships with major pharmaceutical or biotechnology companies, after obtaining definitive clinical data, to assist in developing our cancer product candidates and commercializing them in selected markets;

•  license our NF-κB and ARGENT cell-signaling regulation technologies to pharmaceutical and biotechnology companies; and

•  leverage the market potential of our product candidates by licensing them to other companies for development and commercialization in non-oncology indications or non-core applications.

Our Product Candidates

Our lead cancer product candidate, ridaforolimus, previously known as deforolimus, is being studied in multiple clinical trials in patients with various types of cancers. In July 2007, we entered into a global collaboration with Merck & Co., Inc., or Merck, to jointly develop and commercialize ridaforolimus for use in cancer. We initiated patient enrollment in our initial Phase 3 clinical trial of ridaforolimus in patients with metastatic sarcoma in the third quarter of 2007. We completed patient enrollment in this Phase 3 clinical trial during December 2009. We also expect to obtain the results of the second interim analysis of the primary endpoint of this trial, progression-free survival or PFS, in the first half of 2010 and the final analysis of PFS in the second half of 2010. In addition, in 2008 and 2009, we and Merck initiated patient enrollment in Phase 2 clinical trials in patients with metastatic breast cancer, metastatic endometrial cancer, metastatic non-small-cell lung cancer and advanced prostate cancer, and Phase 1 clinical trials of ridaforolimus in combination with other agents, all as part of our joint global development plan with Merck. These various trials are ongoing at this time.

Our collaboration with Merck for the global development and commercialization of ridaforolimus anticipates that we together with Merck will conduct a broad-based development program in multiple potential indications. The collaboration agreement provides that each party will fund 50 percent of global development

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costs, except for certain specific costs to be funded 100 percent by Merck. The collaboration agreement establishes responsibilities for supply of the product for development and commercial purposes, promotion, distribution and sales of the product, governance of the collaboration, termination provisions and other matters.

In addition to cost-sharing provisions, the collaboration agreement provides for an up-front payment by Merck of $75 million, which was paid to us in July 2007, up to $452 million in milestone payments based on the successful development of ridaforolimus in multiple potential cancer indications, of which $53.5 million has been paid to us through September 30, 2009, and up to $200 million in milestone payments based on achievement of specified product sales thresholds. The upfront payment and milestone payments, when earned by us and paid by Merck, are non-refundable. Merck has also agreed to provide us with up to $200 million in interest-bearing, repayable, development cost advances to cover a portion of our share of global development costs, after we have paid $150 million in global development costs and have obtained regulatory approval to market ridaforolimus from the Food and Drug Administration, or FDA, in the United States or similar regulatory authorities in Europe or Japan. The collaboration agreement provides that each party will receive 50 percent of the profit from the sales of ridaforolimus in the United States, and Merck will pay us tiered double-digit royalties on sales of ridaforolimus outside the United States.

Our second product candidate, AP24534, is an investigational, multi-targeted kinase inhibitor that we believe has potential applications in various hematological cancers and solid tumors and is wholly owned by us. Kinases are a large family of cell-signaling proteins that control many aspects of cell behavior and are often inappropriately activated in cancer cells. In preclinical studies, AP24534 demonstrated potent inhibition of Bcr-Abl, a kinase that, when activated, causes chronic myeloid leukemia, or CML, as well as mutants of this kinase, including the T315I mutant that is resistant to all of the currently marketed therapies for CML. In additional preclinical studies, AP24534 was also shown to inhibit Flt3, a kinase involved in acute myeloid leukemia, or AML, as well as kinases that control angiogenesis, or new blood vessel formation, a process important in the progression of many solid tumors. AP24534 has undergone extensive preclinical testing, including efficacy models and safety-assessment studies, which we believe indicate that it should be well tolerated at anticipated therapeutic dose levels in cancer patients. In 2008, we initiated a Phase 1 clinical trial of AP24534 in patients with refractory CML, AML and other hematological malignancies. Initial data from this trial were presented at a medical meeting in December 2009 and demonstrated hematologic, cytogenetic, and molecular responses in heavily pretreated patients with refractory CML. Pending further analysis of the results of this trial and discussions with regulatory authorities, we believe that we will be able to proceed to a registration trial of this product candidate in 2010.

In the second quarter of 2009, we designated our third product candidate, AP26113, an investigational anaplastic lymphoma kinase, or ALK, inhibitor, as a development candidate, and we have commenced preclinical testing and investigational new drug, or IND, enabling studies of this product candidate. We believe this product candidate has the potential to regulate multiple cancer pathways and to be used in the treatment of certain patients with various cancers, including non-small cell lung cancer, lymphoma and neuroblastoma. In addition to our lead development programs, we have a focused drug discovery program centered on small-molecule, molecularly targeted therapies and cell-signaling pathways implicated in cancer. Our drug discovery program builds on our expertise in cell signaling, cancer biology, structure-based drug design and computational chemistry in designing and characterizing small-molecule drug candidates, such as ridaforolimus, AP24534 and AP26113, to treat disease.

Our Technologies

We are the exclusive licensee of a family of patents, three in the U.S. and one in Europe, including a pioneering U.S. patent covering methods of treating human disease by regulating NF-κB cell-signaling activity. Additionally, we have also developed a proprietary portfolio of cell-signaling regulation technologies, our ARGENT technology, to control intracellular processes with small molecules, which may be useful in the development of therapeutic vaccines and gene and cell therapy products and which provide versatile tools for applications in cell biology, functional genomics and drug discovery research.

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Additional Information

We were organized as a Delaware corporation in April 1991. Our corporate headquarters are located at 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234, and our telephone number is (617) 494-0400. We maintain an internet website at www.ariad.com. The information on our website and any other website is not incorporated by reference into this prospectus or any accompanying prospectus supplement and does not constitute a part of this prospectus or any accompanying prospectus supplement. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and all amendments to such reports are made available free of charge through the Investor Relations section of our website as soon as reasonably practicable after they have been filed or furnished with the SEC.

ARIAD and the ARIAD logo are our registered trademarks. ARGENT is our trademark. Other service marks, trademarks and trade names appearing in this prospectus are the property of their respective owners.

Offerings Under This Prospectus

Under this prospectus, we may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants, rights or purchase contracts to purchase any of such securities, either individually or in units, with a total value of up to $125,000,000, from time to time at prices and on terms to be determined by market conditions at the time of offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:

•  designation or classification;

•  aggregate principal amount or aggregate offering price;

•  maturity, if applicable;

•  rates and times of payment of interest or dividends, if any;

•  redemption, conversion or sinking fund terms, if any;

•  voting or other rights, if any;

•  conversion or exercise prices, if any; and

•  important United States federal income tax considerations.

The prospectus supplement also may add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

This prospectus may not be used to consummate a sale of any securities unless it is accompanied by a prospectus supplement.

We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include in the applicable prospectus supplement:

•  the names of those agents or underwriters;

•  applicable fees, discounts and commissions to be paid to them;

•  details regarding over-allotment options, if any; and

•  the net proceeds to us.

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RISK FACTORS

Investing in our securities involves significant risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an investment in ARIAD. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent annual report on Form 10-K, as revised or supplemented by our most recent quarterly report on Form 10-Q or our current reports on Form 8-K, each of which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.

DEFICIENCY OF EARNINGS TO FIXED CHARGES

We did not record earnings for any of the years ended December 31, 2004, 2005, 2006, 2007 or 2008 or for the nine-month period ended September 30, 2009. Accordingly, our earnings were insufficient to cover our fixed charges in such periods and we are unable to disclose a ratio of earnings to fixed charges. The following table sets forth, for each of the periods presented, the dollar amount of the deficiency of earnings available to cover fixed charges. For purposes of computing the deficiency of earnings available to cover fixed charges, fixed charges represent interest expensed and capitalized. This table is qualified by the more detailed information appearing in the computation table found in Exhibit 12.1 to the registration statement of which this prospectus is a part. We have not included a ratio of combined fixed charges and preferred stock dividends to earnings because we do not have any preferred stock outstanding.

											Nine
											Months
	Year Ended December 31,										Ended
	2004		2005		2006		2007		2008		September 30, 2009
	(In thousands)
Coverage deficiency	$	35,573	$	55,510	$	61,914	$	58,508	$	71,052		$	62,000

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus and the documents we have filed with the SEC that are incorporated herein by reference contain such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Such statements in connection with any discussion of future operations or financial performance are identified by the use of words such as “may,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. Such statements are based on management’s expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, the costs associated with our research, development, manufacturing and other activities, the conduct and results of pre-clinical and clinical studies of our product candidates, difficulties or delays in obtaining regulatory approvals to market products resulting from our development efforts, our reliance on strategic partners and licensees and other key parties for the successful development, manufacturing and commercialization of products, the adequacy of our capital resources and the availability of additional funding, patent protection and third-party intellectual property claims relating to our and any partner’s product candidates, the timing, scope, cost and outcome of legal proceedings, future capital needs, risks related to key employees, markets, economic conditions, prices, reimbursement rates, competition and other factors detailed under the heading “Risk Factors” in this prospectus as updated and supplemented by the discussion of risks and uncertainties under “Risk Factors” contained in any supplements to this prospectus and in our most recent annual report on Form 10-K, as revised or

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supplemented by our most recent quarterly report on Form 10-Q or our current reports on Form 8-K, as well as any amendments thereto, as filed with the SEC and which are incorporated herein by reference. The information contained in this document is believed to be current as of the date of this document. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

USE OF PROCEEDS

We cannot assure you that we will receive any proceeds in connection with securities offered pursuant to this prospectus. Unless otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities under this prospectus for our operations, including, but not limited to, research and development, clinical trials, product manufacturing, intellectual property protection and enforcement, and working capital, and for other general corporate purposes, including, but not limited to, repayment or refinancing of existing indebtedness or other corporate borrowings, capital expenditures and possible acquisitions. We have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as described above, we may initially invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them to the reduction of short-term indebtedness.

PLAN OF DISTRIBUTION

We may offer securities under this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities (1) through underwriters or dealers, (2) through agents or (3) directly to one or more purchasers, or through a combination of such methods. We may distribute the securities from time to time in one or more transactions at:

•  a fixed price or prices, which may be changed from time to time;

•  market prices prevailing at the time of sale;

•  prices related to the prevailing market prices; or

•  negotiated prices.

We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any underwriter or agent involved in the offer or sale of the securities.

If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale, and we will provide the name of any underwriter in the prospectus supplement which the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of the securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or

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commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions.

With respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:

•  the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and

•  if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.

Shares of our common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized for quotation and trading on The NASDAQ Global Market. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The NASDAQ Global Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

In order to facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing the applicable security in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if the securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

The underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course of their business.

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DESCRIPTION OF COMMON STOCK

We are authorized to issue 145,000,000 shares of common stock, par value $0.001 per share. On December 31, 2009, we had 109,042,782 shares of common stock outstanding and approximately 480 stockholders of record.

The following summary of certain provisions of our common stock does not purport to be complete. You should refer to our certificate of incorporation, as amended, and our restated bylaws, both of which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by provisions of applicable law.

General

Holders of common stock are entitled to one vote per share on matters on which our stockholders vote. There are no cumulative voting rights. Our bylaws require that one-third of the issued and outstanding shares of common stock be represented in person or by proxy to constitute a quorum and transact business at a stockholder meeting. Holders of common stock are entitled to receive dividends, if declared by our board of directors, out of funds that we may legally use to pay dividends. If we liquidate or dissolve, holders of common stock are entitled to share ratably in our assets once our debts and any liquidation preference owed to any then-outstanding preferred stockholders are paid. Our certificate of incorporation does not provide the common stock with any redemption, conversion, preferential or preemptive rights. All shares of common stock that are outstanding as of the date of this prospectus and, upon issuance and sale, all shares being sold under this prospectus, will be fully-paid and nonassessable.

Shareholder Rights Plan

On June 8, 2000, we entered into a Rights Agreement with State Street Bank and Trust Company, as rights agent, and approved the declaration of a dividend distribution of one preferred share purchase right on each outstanding share of our common stock. Each right entitles the registered holder to purchase from us one one-thousandth of a share of our Series A Preferred Stock at a price of $65.00 per one one-thousandth of a share of Series A Preferred Stock, subject to adjustment. Because of the nature of the preferred stock’s dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Series A Preferred Stock purchasable upon exercise of each right should approximate the value of one share of our common stock. The rights are protected by customary anti-dilution provisions.

In general, the rights become exercisable if a person or group acquires or announces a tender offer to acquire 15% or more of our common stock. Our board of directors will, in general, be entitled to redeem the rights at one cent per right at any time before any such person acquires 15% or more of our outstanding common stock. Rights held by the person acquiring 15% or more will become void. If we are acquired in a merger or other business combination transaction after a person acquires 15% or more of our common stock, each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value at that time of twice the right’s exercise price. The dividend distribution of the preferred share purchase rights was payable on July 19, 2000 to stockholders of record on June 19, 2000. The rights will expire on June 19, 2010. The rights distribution is not taxable to stockholders.

The above summary of the Rights Agreement does not purport to be complete. You should refer to the Rights Agreement, as amended, which is included as an exhibit to the registration statement of which this prospectus is a part.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

NASDAQ Global Market

Our common stock is listed for quotation on The NASDAQ Global Market under the symbol “ARIA.” On January 8, 2010, the last reported sale price of our common stock was $2.45 per share.

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DESCRIPTION OF PREFERRED STOCK

We are authorized to issue 10,000,000 shares of preferred stock, par value $0.01 per share, of which 500,000 shares have been designated Series A Preferred Stock. As of December 31, 2009, no shares of our preferred stock were outstanding. The following summary of certain provisions of our preferred stock does not purport to be complete. You should refer to our certificate of incorporation, as amended, and our restated bylaws, both of which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by provisions of applicable law.

General

Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of our common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of our company before any payment is made to the holders of shares of our common stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of our common stock.

If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description will include:

•  the title and stated value;

•  the number of shares offered, the liquidation preference per share and the purchase price;

•  the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;

•  whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;

•  the procedures for any auction and remarketing, if any;

•  the provisions for a sinking fund, if any;

•  the provisions for redemption, if applicable;

•  any listing of the preferred stock on any securities exchange or market;

•  whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion period;

•  whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange period;

•  voting rights, if any, of the preferred stock;

•  a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;

•  the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of ARIAD; and

•  any material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of ARIAD.

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Transfer Agent and Registrar

The transfer agent and registrar for our preferred stock will be set forth in the applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. If we indicate in a prospectus supplement, the terms of any debt securities we offer under that prospectus supplement may differ from the terms we describe below.

We may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee or under the senior indenture or the trustee under the subordinated indenture, as applicable.

The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities.

We conduct some of our operations through our subsidiaries. Our rights and the rights of our creditors, including holders of debt securities, to the assets of any subsidiary of ours upon that subsidiary’s liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary’s creditors, except to the extent that we may be a creditor with recognized claims against the subsidiary. Our subsidiaries’ creditors would include trade creditors, debt holders, secured creditors and taxing authorities. Except as we may provide in a prospectus supplement, neither the debt securities nor the indentures restrict us or any of our subsidiaries from incurring indebtedness or from imposing restrictions on the ability of our subsidiaries to pay dividends to us or others. Under this caption, the phrase “the Company” refers solely to ARIAD Pharmaceuticals, Inc.

General

Each indenture provides that debt securities may be issued from time to time in one or more series and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European Currency Units. Neither indenture limits the amount of debt securities that may be issued thereunder, and each indenture provides that the specific terms of any series of debt securities shall be set forth in, or determined pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such series.

We will describe in each prospectus supplement the following terms relating to a series of debt securities:

•  the title or designation;

•  the aggregate principal amount and any limit on the amount that may be issued;

•  the currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency or units in which principal or interest or both will or may be payable;

•  whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will be;

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•  the maturity date and the date or dates on which principal will be payable;

•  the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such dates;

•  whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

•  the terms of the subordination of any series of subordinated debt;

•  the place or places where payments will be payable;

•  our right, if any, to defer payment of interest and the maximum length of any such deferral period;

•  the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions;

•  the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

•  whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;

•  whether we will be restricted from incurring any additional indebtedness;

•  a discussion on any material or special United States federal income tax considerations applicable to a series of debt securities;

•  the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; and

•  any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.

We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

Conversion or Exchange Rights

We will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale; No Protection in Event of a Change of Control or Highly Leveraged Transaction

The indentures do not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate.

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities protection in the event we have a change of control or in the event of a highly leveraged transaction (whether or not such transaction results in a change of control), which could adversely affect holders of debt securities.

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Events of Default Under the Indenture

The following are events of default under the indentures with respect to any series of debt securities that we may issue:

•  if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;

•  if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;

•  if we fail to observe or perform any other covenant relating to such series contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and

•  if specified events of bankruptcy, insolvency or reorganization occur as to us.

No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.

If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:

•  the direction so given by the holder is not in conflict with any law or the applicable indenture; and

•  subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

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A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

•  the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series;

•  the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and

•  the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Modification of Indenture; Waiver

The debenture trustee and we may change the applicable indenture without the consent of any holders with respect to specific matters, including:

•  to fix any ambiguity, defect or inconsistency in the indenture; and

•  to change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued pursuant to such indenture.

In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) that is affected. However, the debenture trustee and we may make the following changes only with the consent of each holder of any outstanding debt securities affected:

•  extending the fixed maturity of the series of debt securities;

•  reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption of any debt securities;

•  reducing the principal amount of discount securities payable upon acceleration of maturity;

•  making the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; or

•  reducing the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series or in respect of a covenant or provision, which

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cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

Discharge

Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:

•  register the transfer or exchange of debt securities of the series;

•  replace stolen, lost or mutilated debt securities of the series;

•  maintain paying agencies;

•  hold monies for payment in trust;

•  compensate and indemnify the trustee; and

•  appoint any successor trustee.

In order to exercise our rights to be discharged with respect to a series, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, the premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange, and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange or in the applicable indenture, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

•  issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

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•  register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Debenture Trustee

The debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee under such indenture must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, will we make interest payments by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Subordination of Subordinated Debt Securities

The obligations of the Company pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.

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DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and provisions of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements and the prospectus supplement relating to the warrants.

The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:

•  the specific designation and aggregate number of, and the price at which we will issue, the warrants;

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

•  the designation, amount and terms of the securities purchasable upon exercise of the warrants;

•  if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants;

•  if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, and a description of that series of our preferred stock;

•  if applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a description of that series of debt securities;

•  the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

•  whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

•  any applicable material U.S. federal income tax consequences;

•  the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

•  the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

•  if applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be separately transferable;

•  if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

•  information with respect to book-entry procedures, if any;

•  the anti-dilution provisions of the warrants, if any;

•  any redemption or call provisions;

•  whether the warrants are to be sold separately or with other securities as parts of units; and

•  any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

Transfer Agent and Registrar

The transfer agent and registrar for any warrants will be set forth in the applicable prospectus supplement.

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DESCRIPTION OF RIGHTS

General

We may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock, warrants or purchase contracts, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.

We will provide in a prospectus supplement the following terms of the rights being issued:

•  the date of determining the stockholders entitled to the rights distribution;

•  the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;

•  the exercise price;

•  the aggregate number of rights issued;

•  the date, if any, on and after which the rights will be separately transferable;

•  the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;

•  the method by which holders of rights will be entitled to exercise;

•  the conditions to the completion of the offering, if any;

•  the withdrawal, termination and cancellation rights, if any;

•  whether the rights are transferrable;

•  whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;

•  whether stockholders are entitled to oversubscription rights, if any;

•  any applicable federal income tax considerations; and

•  any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights, as applicable.

Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.

Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the

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rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

Rights Agent

The rights agent for any rights we offer will be set forth in the applicable prospectus supplement.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or variable number of our debt securities, shares of common stock, preferred stock, warrants or rights, or securities of an entity unaffiliated with us, or any combination of the above, at a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific or variable number of our debt securities, shares of common stock, preferred stock, warrants, rights or other property, or any combination of the above. The price of the securities or other property subject to the purchase contracts may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula described in the purchase contracts. We may issue purchase contracts separately or as a part of units each consisting of a purchase contract and one or more of our other securities described in this prospectus or securities of third parties, including U.S. Treasury securities, securing the holder’s obligations under the purchase contract. The purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be unsecured or pre-funded on some basis. The purchase contracts may require holders to secure the holder’s obligations in a manner specified in the applicable prospectus supplement.

The applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being delivered, including, to the extent applicable, the following:

•  whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;

•  whether the purchase contracts are to be prepaid;

•  whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities subject to purchase under the purchase contract;

•  any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;

•  any applicable federal income tax considerations; and

•  whether the purchase contracts will be issued in fully registered or global form.

The preceding description sets forth certain general terms and provisions of the purchase contracts to which any prospectus supplement may relate. The particular terms of the purchase contracts to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the purchase contracts so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the purchase contracts described in a prospectus supplement differ from any of the terms described above, then the terms described above will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable purchase contract for additional information before you decide whether to purchase any of our purchase contracts.

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DESCRIPTION OF UNITS

The following description, together with the additional information that we include in any applicable prospectus supplements summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.

We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms of the units.

General

We may issue units consisting of common stock, preferred stock, one or more debt securities, warrants, rights or purchase contacts for the purchase of common stock, preferred stock and/or debt securities in one or more series, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units being offered, including:

•  the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately

•  any provisions of the governing unit agreement that differ from those described below; and

•  any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

The provisions described in this section, as well as those described under “Description of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” “Description of Warrants,” “Description of Rights” and “Description of Purchase Contracts” will apply to each unit, as applicable, and to any common stock, preferred stock, debt security, warrant, right or purchase contract included in each unit, as applicable.

Unit Agent

The name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.

Issuance in Series

We may issue units in such amounts and in such numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may

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act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS

Anti-Takeover Provisions of our Delaware Certificate of Incorporation and Bylaws

In addition to the board of directors’ ability to issue shares of preferred stock, our certificate of incorporation and bylaws contain other provisions that are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and which may have the effect of delaying, deferring or preventing a future takeover or change in control of our company unless such takeover or change in control is approved by our board of directors.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Classified Board

Our certificate of incorporation provides for our board of directors to be divided into three classes, as nearly equal in number as possible, serving staggered terms. Approximately one-third of our board will be elected each year. Under the Delaware General Corporation Law, unless the certificate of incorporation otherwise provides, directors serving on a classified board can only be removed by the stockholders for cause. The provision for a classified board could prevent a party who acquires control of a majority of our outstanding common stock from obtaining control of our board of directors until our second annual stockholders meeting following the date the acquirer obtains the controlling stock interest. The classified board provision could have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions.

Elimination of the Ability to Call Special Meeting

Our bylaws provide that, except as otherwise required by law, special meetings of our stockholders can only be called by our board of directors, our chief executive officer or upon the direction of either of the foregoing, our secretary. Stockholders are not permitted to call a special meeting or to require our board to call a special meeting.

Advanced Notice Procedures for Stockholder Proposals

Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board, as well as procedures for including proposed nominations at special meetings at which directors are to be elected. Stockholders at our annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting, and who has complied with the procedures and requirements set forth in the bylaws. Although our bylaws do not give our board the power to approve or disapprove stockholder

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nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, our bylaws may have the effect of precluding the conduct of some business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Provisions of Delaware Law Governing Business Combinations

We are subject to the “business combination” provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in any “business combination” transactions with any “interested stockholder” for a period of three years after the date on which the person became an “interested stockholder,” unless:

•  prior to such date, the board of directors approved either the “business combination” or the transaction which resulted in the “interested stockholder” obtaining such status;

•  upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the “interested stockholder”) those shares owned by (a) persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•  at or subsequent to such time the “business combination” is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the “interested stockholder.”

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or within three years did own 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.

Limitations on Liability and Indemnification of Officers and Directors

Our certificate of incorporation limits the liability of our officers and directors to the fullest extent permitted by the Delaware General Corporation Law, and our certificate of incorporation and bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have also entered into indemnification agreements with our directors and certain of our officers and key employees and expect to enter into a similar agreement with any new directors, officers or key employees.

LEGAL MATTERS

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, will pass upon the validity of the issuance of the securities offered by this prospectus. Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts for their benefit own an aggregate of approximately 5,000 shares of our common stock.

EXPERTS

The financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K and the effectiveness of ARIAD Pharmaceuticals, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov. Copies of information filed by us with the SEC are also available on our website at http://www.ariad.com under the heading “Investors/News.”

Our common stock is listed on The NASDAQ Global Market, and you can read and inspect our filings at the offices of the Financial Industry Regulatory Authority at 1735 K Street, Washington, D.C. 20006.

This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933, as amended, and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act of 1933, as amended, with the SEC with respect to the securities being offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are (unless otherwise noted, the SEC file number for each of the documents listed below is 000-21696):

•  Our annual report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 16, 2009;

•  Our quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 filed on May 11, 2009, August 10, 2009 and November 9, 2009, respectively;

•  Our current reports on Form 8-K filed on January 16, 2009 (Items 8.01 and 9.01), February 12, 2009 (Items 2.02 and 9.01), February 17, 2009 (Item 8.01), February 20, 2009 (Items 1.01 and 9.01), March 16, 2009 (Item 5.02), April 8, 2009 (Items 8.01 and 9.01), April 8, 2009 (Items 5.02 and 9.01), April 20, 2009 (Items 8.01 and 9.01), April 21, 2009 (Items 8.01 and 9.01), May 8, 2009 (Items 8.01 and 9.01), June 25, 2009 (Items 5.02 and 9.01), July 28, 2009 (Items 8.01 and 9.01), July 30, 2009 (Items 2.02, 7.01 and 9.01), August 3, 2009 (Items 8.01 and 9.01), August 4, 2009 (Items 1.01, 8.01 and 9.01), August 27, 2009 (Items 5.03 and 9.01), September 23, 2009 (Items 8.01 and 9.01), November 5, 2009 (Items 2.02, 7.01 and 9.01), December 7, 2009 (Items 8.01 and 9.01), December 15, 2009 (Items 8.01 and 9.01), and December 17, 2009 (Items 8.01 and 9.01).

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•  The portions of our Definitive Proxy Statement on Schedule 14A that are deemed “filed” with the SEC under the Securities Exchange Act of 1934, as amended, filed on April 30, 2009;

•  The description of our common stock contained in our registration statement on Form 10/A filed on June 25, 1993, including any amendment or report filed for the purpose of updating such description;

•  The description of our preferred share purchase rights contained in our registration statement on Form 8-A filed on June 19, 2000, including any amendment or report filed for the purpose of updating such description; and

•  all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Investor Relations, ARIAD Pharmaceuticals, Inc., 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234. Our telephone number is (617) 494-0400.

You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

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ARIAD PHARMACEUTICALS, INC.

$125,000,000

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
RIGHTS
PURCHASE CONTRACTS
UNITS

PROSPECTUS

          , 2010

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

The following table sets forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee.

SEC Registration Fee	$	8,913
Printing Fees		25,000
Legal Fees and Expenses		200,000
Accounting Fees and Expenses		75,000
Transfer Agent and Registrar Fees and Expenses		15,000
Trust Fees and Expenses		5,000
Miscellaneous		21,087
Total	$	350,000

Item 15.   Indemnification of Directors and Officers.

Our certificate of incorporation and bylaws, as currently in effect, provide that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of ARIAD Pharmaceuticals, Inc. or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our certificate of incorporation and bylaws also provide that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification. If we do not pay a proper claim for indemnification in full after we receive a written claim for such indemnification, the certificate of incorporation and our bylaws authorize the claimant to bring an action against us and prescribe what constitutes a defense to such action.

We have also entered into indemnification agreements with our directors and certain of our officers and key employees. These agreements provide each indemnitee with more comprehensive indemnification and advancement rights than are provided by ARIAD in our certificate of incorporation and bylaws in certain circumstances and contain presumptions and procedures designed to ensure that the indemnification and advancement rights granted to each indemnitee in these agreements will be provided on a timely basis. Each agreement provides that our obligations under the agreement will continue during the time the indemnitee serves ARIAD and continues thereafter so long as the indemnitee is subject to any possible proceeding by reason of the indemnitee’s service to ARIAD.

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the

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corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article 7 of our certificate of incorporation eliminates the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

•  from any breach of the director’s duty of loyalty to us or our stockholders;

•  from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•  under Section 174 of the Delaware General Corporation Law; and

•  from any transaction from which the director derived an improper personal benefit.

We carry insurance policies insuring our directors and officers against certain liabilities that they may incur in their capacity as directors and officers.

Any underwriting agreements that we may enter into will likely provide for the indemnification of us, our controlling persons, our directors and certain of our officers by the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Item 16.   Exhibits

The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.

Item 17.   Undertakings

(a) 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 more than a 20% 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 (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(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 the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes 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.

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(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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 Act 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 Act and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

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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 City of Cambridge, Commonwealth of Massachusetts, on January 11, 2010.

ARIAD PHARMACEUTICALS, INC.

By:  /s/  Harvey J. Berger, M.D.

Harvey J. Berger, M.D.

Chairman, Chief Executive Officer and President

We, the undersigned officers and directors of ARIAD Pharmaceuticals, Inc., hereby severally constitute and appoint Harvey J. Berger and Edward M. Fitzgerald, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Harvey J. Berger, M.D. Harvey J. Berger, M.D.	Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)	January 11, 2010
/s/  Edward M. Fitzgerald Edward M. Fitzgerald	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	January 11, 2010
/s/  Jay R. LaMarche Jay R. LaMarche	Director	January 11, 2010
/s/  Athanase Lavidas, Ph.D. Athanase Lavidas, Ph.D.	Director	January 11, 2010
/s/  Massimo Radaelli, Ph.D. Massimo Radaelli, Ph.D.	Director	January 11, 2010
/s/  A. Collier Smyth, M.D. A. Collier Smyth, M.D.	Director	January 11, 2010
/s/  Wayne Wilson Wayne Wilson	Director	January 11, 2010

II-5

EXHIBIT INDEX

Exhibit
Number			Description
	1	.1*	Form of Underwriting Agreement
	4	.1	Certificate of Incorporation, as amended (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-116996) filed with the Securities and Exchange Commission on June 30, 2004 and incorporated herein by reference).
	4	.2	ARIAD Pharmaceuticals, Inc. Amended and Restated Bylaws (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-21696) filed with the Securities and Exchange Commission on August 27, 2009 and incorporated herein by reference).
	4	.3	Rights Agreement, dated as of June 8, 2000, between the Registrant and State Street Bank and Trust Company, which includes the Form of Certificate of Designations in respect of the Series A Preferred Stock, as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C (filed as Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 19, 2000 and incorporated herein by reference).
	4	.4	Form of Common Stock Certificate (filed as Exhibit 4.5 to the Registrant’s Registration Statement on Form S-3 (File No. 33-85166) filed with the Securities and Exchange Commission on October 14, 1994 and incorporated herein by reference).
	4	.5*	Form of Certificate of Designation with respect to Preferred Stock.
	4	.6*	Form of Senior Debt Security.
	4	.7*	Form of Subordinated Debt Security.
	4	.8	Form of Senior Indenture.
	4	.9	Form of Subordinated Indenture.
	4	.10*	Form of Warrant Agreement and Warrant Certificate.
	4	.11*	Form of Rights Agreement and Right Certificate.
	4	.12*	Form of Purchase Contract.
	4	.13*	Form of Unit Agreement and Unit.
	5	.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	12	.1	Computation of Deficiency of Earnings to Fixed Charges.
	23	.1	Consent of Deloitte & Touche LLP.
	23	.2	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).
	24	.1	Powers of Attorney (included on the signature page of this registration statement).
	25	.1*	The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
	25	.2*	The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

* To be subsequently filed, if applicable, by an amendment to this registration statement or by a current report on Form 8-K.

EX-4.8

                                                                     Exhibit 4.8

                            FORM OF SENIOR INDENTURE

                           ARIAD PHARMACEUTICALS, INC.

                                     Issuer

                                       AND

                                  [ ] Trustee

                                    INDENTURE

                                 Dated as of [ ]

                             Senior Debt Securities



                            CROSS-REFERENCE TABLE (1)



Section of
Trust Indenture Act                                                                               Section of
of 1939, as Amended                                                                                Indenture
                                                                                             
310(a)..........................................................................                        7.09
310(b)..........................................................................                        7.08
                                                                                                        7.10

310(c)..........................................................................                Inapplicable
311(a)..........................................................................                     7.13(a)
311(b)..........................................................................                     7.13(b)
311(c)..........................................................................                Inapplicable
312(a)..........................................................................                     5.02(a)
312(b)..........................................................................                     5.02(b)
312(c)..........................................................................                     5.02(c)
313(a)..........................................................................                     5.04(a)
313(b)..........................................................................                     5.04(a)
313(c)..........................................................................                     5.04(a)
                                                                                                     5.04(b)

313(d)..........................................................................                     5.04(b)
314(a)..........................................................................                        5.03
314(b)..........................................................................                Inapplicable
314(c)..........................................................................                       13.06
314(d)..........................................................................                Inapplicable
314(e)..........................................................................                       13.06
314(f)..........................................................................                Inapplicable
315(a)..........................................................................                     7.01(a)
                                                                                                        7.02

315(b)..........................................................................                        6.07
315(c)..........................................................................                        7.01
315(d)..........................................................................                     7.01(b)
                                                                                                     7.01(c)

315(e)..........................................................................                        6.07
316(a)..........................................................................                        6.06
                                                                                                        8.04

316(b)..........................................................................                        6.04
316(c)..........................................................................                        8.01
317(a)..........................................................................                        6.02
317(b)..........................................................................                        4.03
318(a)..........................................................................                       13.08


(1) This Cross-Reference Table does not constitute part of the Indenture and
shall not have any bearing on the interpretation of any of its terms or
provisions.

                                      (i)



                              TABLE OF CONTENTS (2)



                                                                                                                Page
                                                                                                             
ARTICLE I               DEFINITIONS.....................................................................           1

   SECTION 1.01         Definitions of Terms............................................................           1

ARTICLE II              ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES...           5

   SECTION 2.01         Designation and Terms of Securities.............................................           5
   SECTION 2.02         Form of Securities and Trustee's Certificate....................................           7
   SECTION 2.03         Denominations:  Provisions for Payment..........................................           7
   SECTION 2.04         Execution and Authentications...................................................           9
   SECTION 2.05         Registration of Transfer and Exchange...........................................          10
   SECTION 2.06         Temporary Securities............................................................          11
   SECTION 2.07         Mutilated, Destroyed, Lost or Stolen Securities.................................          11
   SECTION 2.08         Cancellation....................................................................          12
   SECTION 2.09         Benefits of Indenture...........................................................          12
   SECTION 2.10         Authenticating Agent............................................................          12
   SECTION 2.11         Global Securities...............................................................          13

ARTICLE III             REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS............................          14

   SECTION 3.01         Redemption......................................................................          14
   SECTION 3.02         Notice of Redemption............................................................          14
   SECTION 3.03         Payment Upon Redemption.........................................................          16
   SECTION 3.04         Sinking Fund....................................................................          16
   SECTION 3.05         Satisfaction of Sinking Fund Payments with Securities...........................          16
   SECTION 3.06         Redemption of Securities for Sinking Fund.......................................          17

ARTICLE IV              COVENANTS.......................................................................          17

   SECTION 4.01         Payment of Principal, Premium and Interest......................................          17
   SECTION 4.02         Maintenance of Office or Agency.................................................          17
   SECTION 4.03         Paying Agents...................................................................          18
   SECTION 4.04         Appointment to Fill Vacancy in Office of Trustee................................          19
   SECTION 4.05         Compliance with Consolidation Provisions........................................          19

ARTICLE V               SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...............          19

   SECTION 5.01         Company to Furnish Trustee Names and Addresses of Securityholders...............          19
   SECTION 5.02         Preservation Of Information; Communications With Securityholders................          19
   SECTION 5.03         Reports by the Company..........................................................          20
   SECTION 5.04         Reports by the Trustee..........................................................          20

ARTICLE VI              REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.................          21

   SECTION 6.01         Events of Default...............................................................          21


                                      (ii)



                                                                                                             
   SECTION 6.02         Collection of Indebtedness and Suits for Enforcement by Trustee.................          23
   SECTION 6.03         Application of Moneys Collected.................................................          24
   SECTION 6.04         Limitation on Suits.............................................................          25
   SECTION 6.05         Rights and Remedies Cumulative; Delay or Omission Not Waiver....................          25
   SECTION 6.06         Control by Securityholders......................................................          26
   SECTION 6.07         Undertaking to Pay Costs........................................................          26

ARTICLE VII             CONCERNING THE TRUSTEE..........................................................          27

   SECTION 7.01         Certain Duties and Responsibilities of Trustee..................................          27
   SECTION 7.02         Certain Rights of Trustee.......................................................          28
   SECTION 7.03         Trustee Not Responsible for Recitals or Issuance of Securities..................          29
   SECTION 7.04         May Hold Securities.............................................................          30
   SECTION 7.05         Moneys Held in Trust............................................................          30
   SECTION 7.06         Compensation and Reimbursement..................................................          30
   SECTION 7.07         Reliance on Officers' Certificate...............................................          31
   SECTION 7.08         Disqualification; Conflicting Interests.........................................          31
   SECTION 7.09         Corporate Trustee Required; Eligibility.........................................          31
   SECTION 7.10         Resignation and Removal; Appointment of Successor...............................          31
   SECTION 7.11         Acceptance of Appointment By Successor..........................................          33
   SECTION 7.12         Merger, Conversion, Consolidation or Succession to Business.....................          34
   SECTION 7.13         Preferential Collection of Claims Against the Company...........................          35

ARTICLE VIII            CONCERNING THE SECURITYHOLDERS..................................................          35

   SECTION 8.01         Evidence of Action by Securityholders...........................................          35
   SECTION 8.02         Proof of Execution by Securityholders...........................................          35
   SECTION 8.03         Who May be Deemed Owners........................................................          36
   SECTION 8.04         Certain Securities Owned by Company Disregarded.................................          36
   SECTION 8.05         Actions Binding on Future Securityholders.......................................          36
   SECTION 8.06         Purposes for Which Meetings May Be Called.......................................          37
   SECTION 8.07         Call Notice and Place of Meetings...............................................          37
   SECTION 8.08         Persons Entitled To Vote at Meetings............................................          37
   SECTION 8.09         Quorum; Action..................................................................          38
   SECTION 8.10         Determination of Voting Rights; Conduct and Adjournment of Meetings.............          38
   SECTION 8.11         Counting Votes and Recording Action of Meetings.................................          39

ARTICLE IX              SUPPLEMENTAL INDENTURES.........................................................          39

   SECTION 9.01         Supplemental Indentures Without the Consent of  Securityholders.................          39
   SECTION 9.02         Supplemental Indentures With Consent of Securityholders.........................          41
   SECTION 9.03         Effect of Supplemental Indentures...............................................          41
   SECTION 9.04         Execution of Supplemental Indentures............................................          42

ARTICLE X               SUCCESSOR ENTITY................................................................          42

   SECTION 10.01        Company May Consolidate, Etc....................................................          42
   SECTION 10.02        Successor Entity Substituted....................................................          43
   SECTION 10.03        Evidence of Consolidation, Etc. to Trustee......................................          43

ARTICLE XI              SATISFACTION AND DISCHARGE......................................................          43



                                     (iii)



                                                                                                             
   SECTION 11.01        Satisfaction and Discharge of Indenture.........................................           43
   SECTION 11.02        Discharge of Obligations........................................................           44
   SECTION 11.03        Deposited Moneys to be Held in Trust............................................           44
   SECTION 11.04        Payment of Moneys Held by Paying Agents.........................................           44
   SECTION 11.05        Repayment to Company............................................................           45

ARTICLE XII             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.................           45

   SECTION 12.01        No Recourse.....................................................................           45

ARTICLE XIII            MISCELLANEOUS PROVISIONS........................................................           46

   SECTION 13.01        Effect on Successors and Assigns................................................           46
   SECTION 13.02        Actions by Successor............................................................           46
   SECTION 13.03        Surrender of Company Powers.....................................................           46
   SECTION 13.04        Notices.........................................................................           46
   SECTION 13.05        Governing Law...................................................................           46
   SECTION 13.06        Treatment of Securities as Debt.................................................           47
   SECTION 13.07        Compliance Certificates and Opinions............................................           47
   SECTION 13.08        Payments on Business Days.......................................................           47
   SECTION 13.09        Conflict with Trust Indenture Act...............................................           47
   SECTION 13.10        Counterparts....................................................................           48
   SECTION 13.11        Separability....................................................................           48
   SECTION 13.12        Assignment......................................................................           48



(2) This Table of Contents does not constitute part of the Indenture and shall
not have any bearing on the interpretation of any of its terms and provisions.

                                      (iv)



      INDENTURE, dated as of [ ], by and between ARIAD Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), and [ ], as trustee (the "Trustee"):

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of debt securities (hereinafter referred to as the "Securities"), in an
unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

      WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

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

      NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.01 Definitions of Terms.

      The terms defined in this Section (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section and shall include the plural as
well as the singular. All other terms used in this Indenture that are defined in
the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise 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 the execution of this instrument.

      "Authenticating Agent" means an authenticating agent with respect to all
or any of the series of Securities appointed with respect to all or any series
of the Securities by the Trustee pursuant to Section 2.10.

      "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

      "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.




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

      "Business Day" means, with respect to any series of Securities, any day
other than a day on which Federal or State banking institutions in the Borough
of Manhattan, the City and State of New York, are authorized or obligated by
law, executive order or regulation to close.

      "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company. The Certificate need not comply with the provisions of Section
13.07.

      "Commission" means the Securities and Exchange Commission.

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

      "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at [ ], except that whenever a
provision herein refers to an office or agency of the Trustee in the Borough of
Manhattan, the City and State of New York, such office is located, at the date
hereof, at [ ].

      "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

      "Default" means an event which is, or after notice or lapse of time, or
both, would constitute an Event of Default.

      "Depositary" means, with respect to Securities of any series, for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or Section 2.11.

      "Event of Default" means, with respect to Securities of a particular
series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with this
Indenture, which shall be registered in the name of the Depositary or its
nominee.

      "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a

                                       2



Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America that, in
either case, are non-callable at the option of the issuer thereof, and shall
also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of or
interest on any such Governmental Obligation held by such custodian for the
account of the holder of such depositary receipt; provided, however, that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the Governmental Obligation
or the specific payment of principal of or interest on the Governmental
Obligation evidenced by such depositary receipt.

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

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

      "Interest Payment Date," when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

      "Officers' Certificate" means a certificate signed by the President or a
Vice President and by the Chief Financial Officer, the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller or the Secretary or an
Assistant Secretary of the Company that is delivered to the Trustee in
accordance with the terms hereof. Certificate shall include the statements
provided for in Section 13.07, if and to the extent required by the provisions
thereof.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company (and may include directors or employees of the Company)
and which opinion is acceptable to the Trustee which acceptance shall not be
unreasonably withheld.

      "Outstanding", when used with reference to Securities of any series,
means, subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been

                                       3



made for giving such notice; and (c) Securities in lieu of or in substitution
for which other Securities shall have been authenticated and delivered pursuant
to the terms of Section 2.07.

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

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

      "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee, including any vice president, assistant vice president,
secretary, assistant secretary, the treasurer, any assistant treasurer, the
managing director or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

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

      "Security Register" has the meaning specified in Section 2.05.

      "Security Registrar" has the meaning specified in Section 2.05.

      "Securityholder," "holder of Securities," "registered holder," or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered in the Security Register.

      "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee. The term "Trustee" as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the
date of execution of this instrument; provided, however, that in the event the
Trust Indenture Act is amended after such

                                       4



date, Trust Indenture Act means, to the extent required by such amendment, the
Trust Indenture Act of 1939, as so amended, or any successor statute.

      "Voting Stock," as applied to any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01 Designation and Terms of Securities.

      (a)   The aggregate principal amount of Securities that may be
            authenticated and delivered under this Indenture is unlimited. The
            Securities may be issued in one or more series up to the aggregate
            principal amount of Securities of that series from time to time
            authorized by or pursuant to a Board Resolution of the Company or
            pursuant to one or more indentures supplemental hereto. Prior to the
            initial issuance of Securities of a given series, there shall be
            established in or pursuant to a Board Resolution of the Company, and
            set forth in an Officers' Certificate of the Company, or established
            in one or more indentures supplemental hereto:

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

            (2)   the aggregate principal amount of the Securities of such
                  series initially to be issued and any limit upon the aggregate
                  principal amount of the Securities of that 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 that series);

            (3)   the currency or units based on or relating to currencies in
                  which debt securities of such series are denominated and the
                  currency or units in which principal or interest or both will
                  or may be payable;

            (4)   the date or dates on which the principal of the Securities of
                  the series is payable and the place(s) of payment;

            (5)   the rate or rates at which the Securities of the series shall
                  bear interest or the manner of calculation of such rate or
                  rates, if any;

            (6)   the date or dates from which such interest shall accrue, the
                  Interest Payment Dates on which such interest will be payable
                  or the manner of determination of such Interest Payment Dates,
                  the place(s) of payment,

                                       5



                  and the record date for the determination of holders to whom
                  interest is payable on any such Interest Payment Dates or the
                  method for determining such dates;

            (7)   the right, if any, to extend the interest payment periods or
                  to defer the payment of interest and the duration of such
                  extension;

            (8)   the period or periods within which, the price or prices at
                  which and the terms and conditions upon which, Securities of
                  the series may be redeemed, in whole or in part, at the option
                  of the Company;

            (9)   the obligation, if any, of the Company to redeem or purchase
                  Securities of the series pursuant to any sinking fund or
                  analogous provisions (including payments made in cash in
                  satisfaction of future sinking fund obligations) or at the
                  option of a holder thereof and the period or periods within
                  which, the price or prices at which, and the terms and
                  conditions upon which, Securities of the series shall be
                  redeemed or purchased, in whole or in part, pursuant to such
                  obligation;

            (10)  whether or not the debt securities will be secured or
                  unsecured, and the terms of any secured debt;

            (11)  the form of the Securities of the series including the form of
                  the Certificate of Authentication for such series;

            (12)  if other than denominations of one thousand U.S. dollars
                  ($1,000) or any integral multiple thereof, the denominations
                  in which the Securities of the series shall be issuable;

            (13)  any and all other terms with respect to such series (which
                  terms shall not be inconsistent with the terms of this
                  Indenture, as amended by any supplemental indenture) including
                  any terms which may be required by or advisable under United
                  States laws or regulations or advisable in connection with the
                  marketing of Securities of that series;

            (14)  whether the Securities are issuable as a Global Security and,
                  in such case, the identity of the Depositary for such series;

            (15)  whether the Securities will be convertible into shares of
                  common stock or other securities of the Company and, if so,
                  the terms and conditions upon which such Securities will be so
                  convertible, including the conversion price and the conversion
                  period;

            (16)  if other than the principal amount thereof, the portion of the
                  principal amount of Securities of the series which shall be
                  payable upon declaration of acceleration of the maturity
                  thereof pursuant to Section 6.01; and

            (17)  any additional or different Events of Default or restrictive
                  covenants

                                       6



                  provided for with respect to the Securities of the series.

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

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

      Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.

SECTION 2.02 Form of Securities and Trustee's Certificate.

      The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company and the and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Securities
of that series may be listed, or to conform to usage.

SECTION 2.03 Denominations: Provisions for Payment.

      The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(a)(12). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

      The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such

                                       7



Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 3.03.

      Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

      (1)   The Company may make payment of any Defaulted Interest on Securities
            to the Persons in whose names such 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 Company shall
            notify the Trustee in writing of the amount of Defaulted Interest
            proposed to be paid on each such Security and the date of the
            proposed payment, and at the same time the Company shall deposit
            with the Trustee an amount of money equal to the aggregate amount
            proposed to be paid in respect of such Defaulted Interest or shall
            make arrangements satisfactory to the Trustee for such deposit prior
            to the date of the proposed payment, such money when deposited to be
            held in trust for the benefit of the Persons entitled to such
            Defaulted Interest as in this clause provided. Thereupon the Trustee
            shall fix a special record date for the payment of such Defaulted
            Interest which shall not be more than 15 nor less than 10 days prior
            to the date of the proposed payment and not less than 10 days after
            the receipt by the Trustee of the notice of the proposed payment.
            The Trustee shall promptly notify the Company of such special record
            date and, in the name and at the expense of the Company, shall cause
            notice of the proposed payment of such Defaulted Interest and the
            special record date therefor to be mailed, first class postage
            prepaid, to each Securityholder at his or her address as it appears
            in the Security Register, not less than 10 days prior to such
            special record date. Notice of the proposed payment of such
            Defaulted Interest and the special record date therefor having been
            mailed as aforesaid, such Defaulted Interest shall be paid to the
            Persons in whose names such Securities (or their respective
            Predecessor Securities) are registered on such special record date.

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

      Unless otherwise set forth in a Board Resolution of the Company or one or
more indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01

                                       8



hereof, the term "regular record date" as used in this Section with respect to a
series of Securities with respect to any Interest Payment Date for such series
shall mean either the fifteenth day of the month immediately preceding the month
in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the first day
of a month, or the last day of the month immediately preceding the month in
which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.

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

SECTION 2.04 Execution and Authentications.

      The Securities shall be signed on behalf of the Company by its President,
or one of its Vice Presidents, or its Treasurer, or one of its Assistant
Treasurers, or its Secretary, or one of its Assistant Secretaries, under its
corporate seal attested by its Secretary or one of its Assistant Secretaries.
Signatures may be in the form of a manual or facsimile signature. The Company
may use the facsimile signature of any Person who shall have been a President or
Vice President thereof, or of any Person who shall have been a Treasurer or
Assistant Treasurer thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall
have ceased to be the President or a Vice President, the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company.
The seal of the Company may be in the form of a facsimile of such seal and may
be impressed, affixed, imprinted or otherwise reproduced on the Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

      A Security shall not be valid or obligatory for any purpose and shall not
be entitled to any benefit under this Indenture, in each case, until
authenticated with a certificate of authentication manually signed by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
certificate shall be conclusive evidence, and the only evidence, that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Security is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by its President or any
Vice President and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.

      In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

                                       9


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

SECTION 2.05 Registration of Transfer and Exchange.

      (a)   Securities of any series may be exchanged upon presentation thereof
            at the office or agency of the Company designated for such purpose
            in the Borough of Manhattan, the City and State of New York, for
            other Securities of such series of authorized denominations, and for
            a like aggregate principal amount, upon payment of a sum sufficient
            to cover any tax or other governmental charge in relation thereto,
            all as provided in this Section. In respect of any Securities so
            surrendered for exchange, the Company shall execute, the Trustee
            shall authenticate and such office or agency shall deliver in
            exchange therefor the Security or Securities of the same series that
            the Securityholder making the exchange shall be entitled to receive,
            bearing numbers not contemporaneously outstanding.

      (b)   The Company shall keep, or cause to be kept, at its office or agency
            designated for such purpose in the Borough of Manhattan, the City
            and State of New York, or such other location designated by the
            Company a register or registers (herein referred to as the "Security
            Register") in which, subject to such reasonable regulations as it
            may prescribe, the Company shall register the Securities and the
            transfers of Securities as in this Article provided and which at all
            reasonable times shall be open for inspection by the Trustee. The
            registrar for the purpose of registering Securities and transfer of
            Securities as herein provided shall be appointed as authorized by
            Board Resolution (the "Security Registrar").

            Upon surrender for transfer of any Security at the office or agency
            of the Company designated for such purpose, the Company shall
            execute, the Trustee shall authenticate and such office or agency
            shall deliver in the name of the transferee or transferees a new
            Security or Securities of the same series as the Security presented
            for a like aggregate principal amount.

            All Securities presented or surrendered for exchange or registration
            of transfer, as provided in this Section, shall be accompanied (if
            so required by the Company or the Security Registrar) by a written
            instrument or instruments of transfer, in form satisfactory to the
            Company or the Security Registrar, duly executed by the registered
            holder or by such holder's duly authorized attorney in writing.

      (c)   No service charge shall be made for any exchange or registration of
            transfer of Securities, or issue of new Securities in case of
            partial redemption of any series, but the Company may require
            payment of a sum sufficient to cover any tax or other governmental
            charge in relation thereto, other than exchanges pursuant to Section
            2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

                                       10



      (d)   The Company shall not be required (i) to issue, exchange or register
            the transfer of any Securities during a period beginning at the
            opening of business 15 days before the day of the mailing of a
            notice of redemption of less than all the Outstanding Securities of
            the same series and ending at the close of business on the day of
            such mailing, nor (ii) to register the transfer of or exchange any
            Securities of any series or portions thereof called for redemption.
            The provisions of this Section 2.05 are, with respect to any Global
            Security, subject to Section 2.11 hereof.

SECTION 2.06 Temporary Securities.

       Pending the preparation of definitive Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

       In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become

                                       11



mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Security) if the applicant for such
payment shall furnish to the Company and the Trustee such security or indemnity
as they may require to save them harmless, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Company and the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

       Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) 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 2.08 Cancellation.

       All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent, be delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be cancelled by it, and no Securities shall be issued in
lieu thereof except as expressly required or permitted by any of the provisions
of this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.09 Benefits of Indenture.

       Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities.

SECTION 2.10 Authenticating Agent.

       So long as any of the Securities of any series remain Outstanding there
may be an Authenticating Agent for any or all such series of Securities which
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and

                                       12



obligatory for all purposes as if authenticated by the Trustee hereunder. All
references in this Indenture to the authentication of Securities by the Trustee
shall be deemed to include authentication by an Authenticating Agent for such
series. Each Authenticating Agent shall be acceptable to the Company and shall
be a corporation that has a combined capital and surplus, as most recently
reported or determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to conduct a trust
business, and that is otherwise authorized under such laws to conduct such
business and is subject to supervision or examination by Federal or State
authorities. If at any time any Authenticating Agent shall cease to be eligible
in accordance with these provisions, it shall resign immediately.

       Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11 Global Securities

      (a)   If the Company shall establish pursuant to Section 2.01 that some or
            all of the Securities of a particular series are to be issued as a
            Global Security, then the Company shall execute and the Trustee
            shall, in accordance with Section 2.04, authenticate and deliver, a
            Global Security that (i) shall represent, and shall be denominated
            in an amount equal to the aggregate principal amount of, the
            Outstanding Securities of such series which are to be issued as a
            Global Security, (ii) shall be registered in the name of the
            Depositary or its nominee, (iii) shall be delivered by the Trustee
            to the Depositary or pursuant to the Depositary's instruction and
            (iv) shall bear a legend substantially to the following effect:
            "Except as otherwise provided in Section 2.11 of the Indenture, this
            Security may be transferred, in whole but not in part, only to
            another nominee of the Depositary or to a successor Depositary or to
            a nominee of such successor Depositary."

      (b)   Notwithstanding the provisions of Section 2.05, the Global Security
            of a series may be transferred, in whole but not in part and in the
            manner provided in Section 2.05, only to another nominee of the
            Depositary for such series, or to a successor Depositary for such
            series selected or approved by the Company or to a nominee of such
            successor Depositary.

      (c)   If at any time the Depositary for a series of the Securities
            notifies the Company that it is unwilling or unable to continue as
            Depositary for such series or if at any time the Depositary for such
            series shall no longer be registered or in good standing under the
            Exchange Act, or other applicable statute or regulation, and a
            successor Depositary for such series is not appointed by the Company
            within 90 days after the Company receives such notice or becomes
            aware of such condition,

                                       13



            as the case may be, this Section 2.11 shall no longer be applicable
            to the Securities of such series and the Company will execute, and
            subject to Section 2.05, the Trustee will authenticate and deliver
            the Securities of such series in definitive registered form without
            coupons, in authorized denominations, and in an aggregate principal
            amount equal to the principal amount of the Global Security of such
            series in exchange for such Global Security. In addition, the
            Company may at any time determine that the Securities of any series
            shall no longer be represented by a Global Security and that the
            provisions of this Section 2.11 shall no longer apply to the
            Securities of such series. In such event the Company will execute
            and subject to Section 2.05, the Trustee, upon receipt of an
            Officers' Certificate evidencing such determination by the Company,
            will authenticate and deliver the Securities of such series in
            definitive registered form without coupons, in authorized
            denominations, and in an aggregate principal amount equal to the
            principal amount of the Global Security of such series in exchange
            for such Global Security. Upon the exchange of the Global Security
            for such Securities in definitive registered form without coupons,
            in authorized denominations, the Global Security shall be canceled
            by the Trustee. Such Securities in definitive registered form issued
            in exchange for the Global Security pursuant to this Section 2.11(c)
            shall be registered in such names and in such authorized
            denominations as the Depositary, pursuant to instructions from its
            direct or indirect participants or otherwise, shall instruct the
            Trustee. The Trustee shall deliver such Securities to the Depositary
            for delivery to the Persons in whose names such Securities are so
            registered.

                                  ARTICLE III

                      REDEMPTION OF SECURITIES AND SINKING
                                 FUND PROVISIONS

SECTION 3.01 Redemption.

       The Company may redeem the Securities of any series issued hereunder on
and after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

SECTION 3.02 Notice of Redemption.

      (a)   In case the Company shall desire to exercise such right to redeem
            all or, as the case may be, a portion of the Securities of any
            series in accordance with the right reserved so to do, the Company
            shall, or shall cause the Trustee to, give notice of such redemption
            to holders of the Securities of such series to be redeemed by
            mailing, first class postage prepaid, a notice of such redemption
            not less than 30 days and not more than 90 days before the date
            fixed for redemption of that series to such holders at their last
            addresses as they shall appear upon the Security Register unless a
            shorter period is specified in the Securities to be redeemed. Any
            notice that is mailed in the manner herein provided shall be
            conclusively presumed to have been duly given, whether or not the
            registered holder receives the notice. In any case, failure duly to
            give such notice to the holder of any

                                       14



            Security of any series designated for redemption in whole or in
            part, or any defect in the notice, shall not affect the validity of
            the proceedings for the redemption of any other Securities of such
            series or any other series. In the case of any redemption of
            Securities prior to the expiration of any restriction on such
            redemption provided in the terms of such Securities or elsewhere in
            this Indenture, the Company shall furnish the Trustee with an
            Officers' Certificate evidencing compliance with any such
            restriction.

       Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Securities of that series are to be
redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company in
the Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be redeemed
in whole or in part shall specify the particular Securities to be so redeemed.
In case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, 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.

      (b)   If less than all the Securities of a series are to be redeemed, the
            Company shall give the Trustee at least 30 days' notice in advance
            of the date fixed for redemption as to the aggregate principal
            amount of Securities of the series to be redeemed, and thereupon the
            Trustee shall select, by lot or in such other manner as it shall
            deem appropriate and fair in its discretion and that may provide for
            the selection of a portion or portions (equal to one thousand U.S.
            dollars ($1,000) or any integral multiple thereof) of the principal
            amount of such Securities of a denomination larger than $1,000, the
            Securities to be redeemed and shall thereafter promptly notify the
            Company in writing of the numbers of the Securities to be redeemed,
            in whole or in part. The Company may, if and whenever it shall so
            elect, by delivery of instructions signed on its behalf by its
            President or any Vice President, instruct the Trustee or any paying
            agent to call all or any part of the Securities of a particular
            series for redemption and to give notice of redemption in the manner
            set forth in this Section, such notice to be in the name of the
            Company or its own name as the Trustee or such paying agent may deem
            advisable. In any case in which notice of redemption is to be given
            by the Trustee or any such paying agent, the Company shall deliver
            or cause to be delivered to, or permit to remain with, the Trustee
            or such paying agent, as the case may be, such Security Register,
            transfer books or other records, or suitable copies or extracts
            therefrom, sufficient to enable the Trustee or such paying agent to
            give any notice by mail that may be required under the provisions of
            this Section.

                                       15



SECTION 3.03 Payment Upon Redemption.

      (a)   If the giving of notice of redemption shall have been completed as
            above provided, the Securities or portions of Securities of the
            series to be redeemed 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 interest on such Securities or
            portions of Securities shall cease to accrue on and after the date
            fixed for redemption, unless the Company shall default in the
            payment of such redemption price and accrued interest with respect
            to any such Security or portion thereof. On presentation and
            surrender of such Securities on or after the date fixed for
            redemption at the place of payment specified in the notice, said
            Securities shall be paid and redeemed at the applicable redemption
            price for such series, together with interest accrued thereon to the
            date fixed for redemption (but if the date fixed for redemption is
            an interest payment date, the interest installment payable on such
            date shall be payable to the registered holder at the close of
            business on the applicable record date pursuant to Section 2.03).

      (b)   Upon presentation of any Security of such series that is to be
            redeemed in part only, the Company shall execute and the Trustee
            shall authenticate and the office or agency where the Security is
            presented shall deliver to the holder thereof, at the expense of the
            Company, a new Security of the same series of authorized
            denominations in principal amount equal to the unredeemed portion of
            the Security so presented.

SECTION 3.04 Sinking Fund.

       The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

       The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities.

       The Company (i) may deliver Outstanding Securities of a series (other
than any Securities previously called for redemption) and (ii) may apply as a
credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such

                                       16



Securities as provided for by the terms of such series, provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 3.06 Redemption of Securities for Sinking Fund.

       Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any,
that is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.05 and the basis for such credit and will, together with
such Officers' Certificate, deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.01 Payment of Principal, Premium and Interest.

       The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Securities of that series
at the time and place and in the manner provided herein and established with
respect to such Securities.

SECTION 4.02 Maintenance of Office or Agency.

       So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented or surrendered for payment, (ii)
Securities of that series may be presented as herein above authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the trustee, designate some other office or
agency for such purposes or any of them. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.

                                       17



SECTION 4.03 Paying Agents.

      (a)   If the Company shall appoint one or more paying agents for all or
            any series of the Securities, other than the Trustee, the Company
            will cause each 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:

            (1)   that it will hold all sums held by it as such agent for the
                  payment of the principal of (and premium, if any) or interest
                  on the Securities of that series (whether such sums have been
                  paid to it by the Company or by any other obligor of such
                  Securities) in trust for the benefit of the Persons entitled
                  thereto;

            (2)   that it will give the Trustee notice of any failure by the
                  Company (or by any other obligor of such Securities) to make
                  any payment of the principal of (and premium, if any) or
                  interest on the Securities of that series when the same shall
                  be due and payable;

            (3)   that it will, at any time during the continuance of any
                  failure referred to in the preceding paragraph (a)(2) above,
                  upon the written request of the Trustee, forthwith pay to the
                  Trustee all sums so held in trust by such paying agent; and

            (4)   that it will perform all other duties of paying agent as set
                  forth in this Indenture.

      (b)   If the Company shall act as its own paying agent with respect to any
            series of the Securities, it will on or before each due date of the
            principal of (and premium, if any) or interest on Securities of that
            series, set aside, segregate and hold in trust for the benefit of
            the Persons entitled thereto a sum sufficient with monies held by
            all other paying agents to pay such principal (and premium, if any)
            or interest so becoming due on Securities of that series until such
            sums shall be paid to such Persons or otherwise disposed of as
            herein provided and will promptly notify the Trustee of such action,
            or any failure (by it or any other obligor on such Securities) to
            take such action. Whenever the Company shall have one or more paying
            agents for any series of Securities, it will, prior to each due date
            of the principal of (and premium, if any) or interest on any
            Securities of that series, deposit with the paying agent a sum
            sufficient to pay the principal (an premium, if any) or interest so
            becoming due, such sum to be held in trust for the benefit of the
            Persons entitled to such principal, premium or interest, and (unless
            such paying agent is the Trustee) the Company will promptly notify
            the Trustee of this action or failure so to act.

      (c)   Notwithstanding anything in this Section to the contrary, (i) the
            agreement to hold sums in trust as provided in this Section is
            subject to the provisions of Section 11.05, and (ii) the Company may
            at any time, for the purpose of obtaining the satisfaction and
            discharge of this Indenture or for any other purpose, pay, or

                                       18



            direct any paying agent to pay, to the Trustee all sums held in
            trust by the Company or such paying agent, such sums to be held by
            the Trustee upon the same terms and conditions as those upon which
            such sums were held by the Company or such paying agent; and, upon
            such payment by any paying agent to the Trustee, such paying agent
            shall be released from all further liability with respect to such
            money.

SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

       The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 4.05 Compliance with Consolidation Provisions.

       The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the
Company is not the survivor of such transaction, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article X hereof are complied with.

                                   ARTICLE V

       SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders.

       If the Company is not the Security Register, the Company will furnish or
use reasonable efforts to cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.03) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the holders of
each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.

SECTION 5.02 Preservation Of Information; Communications With Securityholders.

      (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 Securities contained in the most recent list furnished to
            it as provided in Section 5.01 and as to the names and addresses of
            holders of Securities received by the Trustee in its capacity as
            Security Registrar (if acting in such capacity) and shall otherwise
            comply with Section 312(a) of the Trust Indenture Act.

      (b)   The Trustee may destroy any list furnished to it as provided in
            Section 5.01 upon

                                       19



            receipt of a new list so furnished.

      (c)   Securityholders may communicate as provided in Section 312(b) of the
            Trust Indenture Act with other Securityholders with respect to their
            rights under this Indenture or under the Securities.

SECTION 5.03 Reports by the Company.

      (a)   The Company covenants and agrees to file with the Trustee, within 15
            days after the Company is required to file the same with the
            Commission, copies of the annual reports and of the information,
            documents and other reports (or copies of such portions of any of
            the foregoing as the Commission may from time to time by rules and
            regulations prescribe) that the Company may be required to file with
            the Commission pursuant to Section 13 or Section 15(d) of the
            Exchange Act; or, if the Company 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 the rules and regulations prescribed from time to
            time by the Commission, such of the supplementary and periodic
            information, documents and reports that may be required pursuant to
            Section 13 of the Exchange Act, 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; provided, however,
            the Company shall not be required to deliver to the Trustee any
            materials for which the Company has sought and received confidential
            treatment by the Commission. The Company also shall comply with the
            other provisions of Section 314(a) of the Trust Indenture Act.

      (b)   The Company covenants and agrees to file with the Trustee and the
            Commission, in accordance with the rules and regulations prescribed
            from to time by the Commission, such additional information,
            documents and reports with respect to compliance by the Company with
            the conditions and covenants provided for in this Indenture as may
            be required from time to time by such rules and regulations.

      (c)   The Company covenants and agrees to transmit by mail, first class
            postage prepaid, or reputable over-night delivery service that
            provides for evidence of receipt, to the Securityholders, as their
            names and addresses appear upon the Security Register, within 30
            days after the filing thereof with the Trustee, such summaries of
            any information, documents and reports required to be filed by the
            Company pursuant to subsections (a) and (b) of this Section as may
            be required by rules and regulations prescribed from time to time by
            the Commission.

SECTION 5.04 Reports by the Trustee.

      (a)   The Trustee shall transmit to holders as provided in Section 313 of
            the Trust Indenture Act such reports concerning the Trustee and its
            actions under this Indenture as may be required by Section 313 of
            the Trust Indenture Act at the times and in the manner provided by
            the Trust Indenture Act.

      (b)   A copy of each such report shall, at the time of such transmission
            to

                                       20



            Securityholders, be filed by the Trustee with the Company, with each
            stock exchange upon which any Securities are listed (if so listed)
            and, if required by Section 313 of the Trust Indenture Act, also
            with the Commission. The Company agrees to notify the Trustee when
            any Securities become listed on any stock exchange.

                                   ARTICLE VI

        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 6.01 Events of Default.

      (a)   Whenever used herein with respect to Securities of a particular
            series, "Event of Default" means any one or more of the following
            events that has occurred and is continuing:

            (1)   the Company defaults in the payment of any installment of
                  interest upon any of the Securities of that series, as and
                  when the same shall become due and payable, and continuance of
                  such default for a period of 90 days; provided, however, that
                  a valid extension of an interest payment period by the Company
                  in accordance with the terms of any indenture supplemental
                  hereto shall not constitute a default in the payment of
                  interest for this purpose;

            (2)   the Company defaults in the payment of the principal of (or
                  premium, if any, on) any of the Securities of that series as
                  and when the same shall become due and payable whether at
                  maturity, upon redemption, by declaration or otherwise, or in
                  any payment required by any sinking or analogous fund
                  established with respect to that series; provided, however,
                  that a valid extension of the maturity of such Securities in
                  accordance with the terms of any indenture supplemental hereto
                  shall not constitute a default in the payment of principal or
                  premium, if any;

            (3)   the Company fails to observe or perform any other of its
                  covenants or agreements with respect to that series contained
                  in this Indenture or otherwise established with respect to
                  that series of Securities pursuant to Section 2.01 hereof
                  (other than a covenant or agreement that has been expressly
                  included in this Indenture solely for the benefit of one or
                  more series of Securities other than such series) for a period
                  of 90 days after the date on which written notice of such
                  failure, requiring the same to be remedied and stating that
                  such notice is a "Notice of Default" hereunder, shall have
                  been given to the Company by the Trustee, by registered or
                  certified mail, or to the Company and the Trustee by the
                  holders of not less than a majority in principal amount of the
                  Securities of that series at the time Outstanding;

                                       21



            (4)   the Company pursuant to or within the meaning of any
                  Bankruptcy Law (i) commences a voluntary case, (ii) consents
                  to the entry of an order for relief against it in an
                  involuntary case, (iii) consents to the appointment of a
                  Custodian of it or for all or substantially all of its
                  property or (iv) makes a general assignment for the benefit of
                  its creditors; or

            (5)   a court of competent jurisdiction enters an order under any
                  Bankruptcy Law that (i) is for relief against the Company in
                  an involuntary case, (ii) appoints a Custodian of the Company
                  for all or substantially all of its property, or (iii) orders
                  the liquidation of the Company, and the order or decree
                  remains unstayed and in effect for 90 consecutive days.

      (b)   In each and every such case, unless the principal of all the
            Securities of that series shall have already become due and payable,
            either the Trustee or the holders of not less than a majority in
            aggregate principal amount of the Securities of that series then
            Outstanding hereunder, by notice in writing to the Company (and to
            the Trustee if given by such Securityholders), may declare the
            principal (or, if any Securities of that series are discount
            securities, that portion of the principal amount as may be specified
            in the terms of that series pursuant to Section 2.01(a)(16)) of (and
            premium, if any, on) and accrued and unpaid interest, if any, on all
            the Securities of that series to be due and payable immediately, and
            upon any such declaration the same hall become and shall be
            immediately due and payable.

      (c)   At any time after the principal of the Securities of that series
            shall have been so declared due and payable, and before a judgment
            or decree for the payment of the moneys due shall have been obtained
            or entered as hereinafter provided, the holders of a majority in
            aggregate principal amount of the Securities of that series then
            Outstanding hereunder (or, by action at a meeting of holders of the
            Securities of such series in accordance with Section 8.09, the
            holders of a majority in aggregate principal amount of the
            Securities of such series then Outstanding represented at such
            meeting), by written notice to the Company and the Trustee, may
            rescind and annul such declaration and its consequences if: (i) the
            Company has paid or deposited with the Trustee a sum sufficient to
            pay all matured installments of interest upon all the Securities of
            that series and the principal of (and premium, if any, on) any and
            all Securities of that series that shall have become due otherwise
            than by acceleration and (ii) any and all Events of Default under
            this Indenture with respect to such series, other than the
            nonpayment of principal of (and premium, if any, on) and accrued and
            unpaid interest, if any, on Securities of that series that shall
            have become due solely because of such acceleration, shall have been
            remedied, cured or waived as provided in Section 6.06. No such
            rescission and annulment shall extend to or shall affect any
            subsequent default or impair any right consequent thereon.

      (d)   In case the Trustee shall have proceeded to enforce any right with
            respect to Securities of that series under this Indenture and such
            proceedings shall have been discontinued or abandoned because of
            such rescission or annulment or for any

                                       22



            other reason or shall have been determined adversely to the Trustee,
            then and in every such case, subject to any determination in such
            proceedings, the Company, and the Trustee shall be restored
            respectively to their former positions and rights hereunder, and all
            rights, remedies and powers of the Company and the Trustee shall
            continue as though no such proceedings had been taken.

SECTION 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee.

      (a)   The Company covenants that (1) in case it shall default in the
            payment of any installment of interest on any of the Securities of a
            series, or any payment required by any sinking or analogous fund
            established with respect to that series as and when the same shall
            have become due and payable, and such default shall have continued
            for a period of 90 Business Days, or (2) in case it shall default in
            the payment of the principal of (or premium, if any, on) any of the
            Securities of a series when the same shall have become due and
            payable, whether upon maturity of the Securities of a series or upon
            redemption or upon declaration or otherwise, then, upon demand of
            the Trustee, the Company will pay to the Trustee, for the benefit of
            the holders of the Securities of that series, the whole amount that
            then shall have been become due and payable on all such Securities
            for principal (and premium, if any) or interest, or both, as the
            case may be, with interest upon the overdue principal (and premium,
            if any) and (to the extent that payment of such interest is
            enforceable under applicable law) upon overdue installments of
            interest at the rate per annum expressed in the Securities of that
            series; and, in addition thereto, such further amount as shall be
            sufficient to cover the costs and expenses of collection, and the
            amount payable to the Trustee under Section 7.06.

      (b)   If the Company shall fail to pay such amounts forthwith 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 proceeding to
            judgment or final decree, and may enforce any such judgment or final
            decree against the Company or other obligor upon the Securities of
            that series and collect the moneys adjudged or decreed to be payable
            in the manner provided by law out of the property of the Company or
            other obligor upon the Securities of that series, wherever situated.

      (c)   In case of any receivership, insolvency, liquidation, bankruptcy,
            reorganization, readjustment, arrangement, composition or judicial
            proceedings affected the Company, or its creditors or property, the
            Trustee shall have power to intervene in such proceedings and take
            any action therein that may be permitted by the court and shall
            (except as may be otherwise provided by law) be entitled to file
            such proofs of claim and other papers and documents as may be
            necessary or advisable in order to have the claims of the Trustee
            and of the holders of Securities of such series allowed for the
            entire amount due and payable by the Company under this Indenture at
            the date of institution of such proceedings and for any additional
            amount that may become due and payable by the Company after such
            date, and to collect and receive any moneys or other property
            payable or deliverable on any

                                       23



            such claim, and to distribute the same after the deduction of the
            amount payable to the Trustee under Section 7.06; and any receiver,
            assignee or trustee in bankruptcy or reorganization is hereby
            authorized by each of the holders of Securities of such series to
            make such payments to the Trustee, and, in the event that the
            Trustee shall consent to the making of such payments directly to
            such Securityholders, to pay to the Trustee any amount due it under
            Section 7.06.

      (d)   All rights of action and of asserting claims under this Indenture,
            or under any of the terms established with respect to Securities of
            that series, may be enforced by the Trustee without the possession
            of any of such Securities, or the production thereof at any trial or
            other proceeding relative thereto, and any such suit or proceeding
            instituted by the Trustee shall be brought in its own name as
            trustee of an express trust, and any recovery of judgment shall,
            after provision for payment to the Trustee of any amounts due under
            Section 7.06, be for the ratable benefit of the holders of the
            Securities of such series.

       In case of an Event of Default hereunder, 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.

       Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that 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.

SECTION 6.03 Application of Moneys Collected.

       Any moneys collected by the Trustee pursuant to this Article with respect
to a particular series of Securities 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 premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:

       FIRST:  To the payment of costs and expenses of collection and of all
               amounts payable to the Trustee under Section 7.06; and

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

                                       24



SECTION 6.04 Limitation on Suits.

       No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than a majority in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
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 (iv) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series (or such amount as shall have
acted at a meeting of the holders of Securities of such series pursuant to the
provisions of this Indenture) do not give the Trustee a direction inconsistent
with the request; provided, however, that no one or more of such holders may use
this Indenture to prejudice the rights of another holder or to obtain preference
or priority over another holder.

       Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, 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 such series. 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 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.

      (a)   Except as otherwise provided in Section 2.07, all powers and
            remedies given by this Article to the Trustee or to the
            Securityholders shall, to the extent permitted by law, be deemed
            cumulative and not exclusive of any other powers and remedies
            available to the Trustee or the holders of the Securities, by
            judicial proceedings or otherwise, to enforce the performance or
            observance of the covenants and agreements contained in this
            Indenture or otherwise established with respect to such Securities.

                                       25



      (b)   No delay or omission of the Trustee or of any holder of any of the
            Securities 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
            default or on acquiescence therein; and, subject to the provisions
            of Section 6.04, every power and remedy given by this Article or by
            law to the Trustee or the Securityholders may be exercised from time
            to time, and as often as shall be deemed expedient, by the Trustee
            or by the Securityholders.

SECTION 6.06 Control by Securityholders.

       The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.01, 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 such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability. The
holders either (a) through the written consent of not less than a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding or (b) by action at a meeting of holders of the Securities of such
series in accordance with Section 8.09, by the holders of a majority in
aggregate principal amount of the Securities of such series then Outstanding
represented at such meeting, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.01 with
respect to such series and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on, any of the Securities of
that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee (in accordance with Section
6.01(c)) and except in respect a provision hereof which, under Section 9.02,
cannot be modified or amended without the consent of the holders of each
Outstanding Security affected; provided however that this Section shall not
limit the right of holders of Securities of a series to rescind and annul any
acceleration as set forth in Section 6.01. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon. The provisions which otherwise would be automatically
deemed to be contained in this Indenture pursuant to Section (316)(a)(1) of the
Trust Indenture Act are hereby expressly excluded from this Indenture, except to
the extent such provisions are expressly included herein.

SECTION 6.07 Undertaking to Pay Costs.

       All parties to this Indenture agree, and each holder of any Securities by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit

                                       26



for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as 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 by the Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding more than 10% in aggregate principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

SECTION 7.01 Certain Duties and Responsibilities of Trustee.

      (a)   The Trustee, prior to the occurrence of an Event of Default with
            respect to the Securities of a series and after the curing of all
            Events of Default with respect to the Securities of that series that
            may have occurred, shall undertake to perform with respect to the
            Securities of such series such duties and only such duties as are
            specifically set forth in this Indenture, and no implied covenants
            shall be read into this Indenture against the Trustee. In case an
            Event of Default with respect to the Securities of a series has
            occurred (that has not been cured or waived), the Trustee shall
            exercise with respect to Securities of that series such of the
            rights and powers vested in it by this Indenture, and use the same
            degree of care and skill in their exercise, as a prudent man would
            exercise or use under the circumstances in the conduct of his own
            affairs.

      (b)   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 willful misconduct, except
            that:

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

                  (i)   the duties and obligations of the Trustee shall with
                        respect to the Securities of such series be determined
                        solely by the express provisions of this Indenture, and
                        the Trustee shall not be liable with respect to the
                        Securities of such series 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

                                       27



                        may with respect to the Securities of such series
                        conclusively rely, as to the truth of the statements and
                        the correctness of the opinions expressed therein, upon
                        any certificates or opinions furnished to the Trustee
                        and conforming to the requirements of this Indenture;
                        but in the case of any such certificates or opinions
                        that 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 requirement of this Indenture;

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

            (3)   the Trustee shall not be liable with respect to any action
                  taken or omitted to be taken by it in good faith in accordance
                  with the direction of the holders of not less than a majority
                  in principal amount of the Securities of any series at the
                  time Outstanding 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 with respect to the Securities of
                  that series; and

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

SECTION 7.02 Certain Rights of Trustee.

       Except as otherwise provided in Section 7.01:

      (a)   The Trustee may rely and shall be protected in acting or refraining
            from acting upon any resolution, certificate, statement, instrument,
            opinion, report, notice, request, consent, order, approval, bond,
            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 Company mentioned
            herein shall be sufficiently evidenced by a Board Resolution or an
            instrument signed in the name of the Company, by the President or
            any Vice President and by the Secretary or an Assistant Secretary or
            the Treasurer or an Assistant Treasurer thereof (unless other
            evidence in respect thereof is specifically prescribed herein);

                                       28



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

      (d)   The Trustee shall be under no obligation to exercise any of the
            rights 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 that may be incurred therein or
            thereby; nothing contained herein shall, however, relieve the
            Trustee of the obligation, upon the occurrence of an Event of
            Default with respect to a series of the Securities (that has not
            been cured or waived) to exercise with respect to Securities of that
            series such of the rights and powers vested in it by this Indenture,
            and to 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;

      (e)   The Trustee shall not be liable for any action taken or omitted to
            be taken by it in good faith and believed by it to be authorized or
            within the discretion or rights or powers conferred upon it by this
            Indenture;

      (f)   The Trustee shall not be bound to make any investigation into the
            facts or matters stated in any resolution, certificate, statement,
            instrument, opinion, report, notice, request, consent, order,
            approval, bond, security, or other papers or documents, unless
            requested in writing so to do by the holders of not less than a
            majority in principal amount of the Outstanding Securities of the
            particular series affected thereby (determined as provided in
            Section 8.04); provided, however, 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 costs,
            expenses or liabilities as a condition to so proceeding. The
            reasonable expense of every such examination shall be paid by the
            Company or, if paid by the Trustee, shall be repaid by the Company
            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 and the Trustee shall not be responsible for any
            misconduct or negligence on the part of any agent or attorney
            appointed with due care by it hereunder.

SECTION 7.03 Trustee Not Responsible for Recitals or Issuance of Securities.

      (a)   The recitals contained herein and in the Securities shall be taken
            as the statements of the Company, and the Trustee assumes no
            responsibility for the correctness of the same.

                                       29



      (b)   The Trustee makes no representations as to the validity or
            sufficiency of this Indenture or of the Securities.

      (c)   The Trustee shall not be accountable for the use or application by
            the Company of any of the Securities or of the proceeds of such
            Securities, or for the use or application of any moneys paid over by
            the Trustee in accordance with any provision of this Indenture or
            established pursuant to Section 2.01, or for the use or application
            of any moneys received by any paying agent other than the Trustee.

SECTION 7.04 May Hold Securities.

       The Trustee or any paying agent or Security Registrar, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not Trustee, paying agent or Security
Registrar.

SECTION 7.05 Moneys Held in Trust.

       Subject to the provisions of Section 11.05, 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 law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

SECTION 7.06 Compensation and Reimbursement.

      (a)   The Company covenants and agrees to pay to the Trustee, and the
            Trustee shall be entitled to, such reasonable compensation (which
            shall not be limited by any provision of law in regard to the
            compensation of a trustee of an express trust), as the Company, and
            the Trustee may from time to time agree in writing, for all services
            rendered by it in the execution of the trusts hereby created and in
            the exercise and performance of any of the powers and duties
            hereunder of the Trustee, and, except as otherwise expressly
            provided herein, the Company will pay or reimburse the Trustee upon
            its request for all reasonable expenses, disbursements and advances
            incurred or made by the Trustee 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 Persons
            not regularly in its employ) except any such expense, disbursement
            or advance as may arise from its negligence or bad faith. The
            Company also covenants to indemnify the Trustee (and its officers,
            agents, directors and employees) for, and to hold it harmless
            against, any loss, liability or expense incurred without negligence
            or bad faith on the part of the Trustee and arising out of or in
            connection with the acceptance or administration of this trust,
            including the costs and expenses of defending itself against any
            claim of liability in the premises.

                                       30



      (b)   The obligations of the Company under this Section to compensate and
            indemnify the Trustee and to pay or reimburse the Trustee for
            expenses, disbursements and advances shall constitute additional
            indebtedness hereunder. Such additional indebtedness shall be
            secured by a lien prior 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.

SECTION 7.07 Reliance on Officers' Certificate.

       Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions 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 to take 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 Officers' 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 to be taken by it under the provisions of this Indenture
upon the faith thereof.

SECTION 7.08 Disqualification; Conflicting Interests.

       If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 7.09 Corporate Trustee Required; Eligibility.

       There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
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. The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. 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 7.10.

SECTION 7.10 Resignation and Removal; Appointment of Successor.

      (a)   The Trustee or any successor hereafter appointed, may at any time
            resign with respect to the Securities of one or more series by
            giving written notice thereof to the Company and by transmitting
            notice of resignation by mail, first class postage

                                       31



            prepaid, to the Securityholders of such series, as their names and
            addresses appear upon the Security Register. Upon receiving such
            notice of resignation, the Company shall promptly appoint a
            successor trustee with respect to Securities of such series by
            written instrument, in duplicate, executed by order of the Board of
            Directors, one copy of which instrument shall be delivered to the
            resigning Trustee and one copy to the successor trustee. If no
            successor trustee shall have been so appointed 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
            with respect to Securities of such series, or any Securityholder of
            that series who has been a bona fide holder of a Security or
            Securities for at least six months may on behalf of himself and all
            others similarly situated, 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 one of the following shall occur:

            (1)   the Trustee shall fail to comply with the provisions of
                  Section 7.08 after written request therefor by the Company or
                  by any Securityholder who has been a bona fide holder of a
                  Security or Securities for at least six months; or

            (2)   the Trustee shall cease to be eligible in accordance with the
                  provisions of Section 7.09 and shall fail to resign after
                  written request therefor by the Company or by any such
                  Securityholder; or

            (3)   the Trustee shall become incapable of acting, or shall be
                  adjudged a bankrupt or insolvent, or commence a voluntary
                  bankruptcy proceeding, or a receiver of the Trustee or of its
                  property shall be appointed or consented to, 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
                  Company may remove the Trustee with respect to all Securities
                  and appoint a successor trustee by written instrument, in
                  duplicate, executed by order of the Board of Directors, one
                  copy of which instrument shall be delivered to the Trustee so
                  removed and one copy to the successor trustee, or, unless the
                  Trustee's duty to resign is stayed as provided herein, any
                  Securityholder who has been a bona fide holder of a Security
                  or Securities for at least six months may, on behalf of that
                  holder and all others similarly situated, petition any court
                  of competent jurisdiction for the removal of the Trustee and
                  the appointment of a successor trustee. 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 any series at the time Outstanding may at any time
            remove the Trustee with respect to such series by so notifying the
            Trustee and the Company and may appoint a

                                       32



            successor Trustee for such series with the consent of the Company.

      (d)   Any resignation or removal of the Trustee and appointment of a
            successor trustee with respect to the Securities of a series
            pursuant to any of the provisions of this Section shall become
            effective upon acceptance of appointment by the successor trustee as
            provided in Section 7.11.

      (e)   Any successor trustee appointed pursuant to this Section may be
            appointed with respect to the Securities of one or more series or
            all of such series, and at any time there shall be only one Trustee
            with respect to the Securities of any particular series.

SECTION 7.11 Acceptance of Appointment By Successor.

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

      (b)   In case of the appointment hereunder of a successor trustee with
            respect to the Securities of one or more (but not all) series, the
            Company, the retiring Trustee and each successor trustee with
            respect to the Securities of one or more series shall execute and
            deliver an indenture supplemental hereto wherein each successor
            trustee shall accept such appointment and which (1) shall contain
            such provisions as shall be necessary or desirable to transfer and
            confirm to, and to vest in, each successor trustee all the rights,
            powers, trusts and duties of the retiring Trustee with respect to
            the Securities of that or those series to which the appointment of
            such successor trustee relates, (2) shall contain such provisions as
            shall be deemed necessary or desirable to confirm that all the
            rights, powers, trusts and duties of the retiring Trustee with
            respect to the Securities of that or those series as to which the
            retiring Trustee is not retiring shall continue to be vested in the
            retiring Trustee, and (3) shall add to or change any of the
            provisions of this Indenture as shall be necessary to provide for or
            facilitate the administration of the trusts hereunder by more than
            one Trustee, it being understood that nothing herein or in such
            supplemental indenture shall constitute such Trustees co-trustees of
            the same trust, that each such Trustee shall be trustee of a trust
            or trusts hereunder separate and apart from any trust or trusts
            hereunder administered by any other such Trustee and that no Trustee
            shall be responsible for any act or failure to act on the part of
            any other Trustee hereunder; and upon the execution and delivery of
            such supplemental indenture the resignation or

                                       33



            removal of the retiring Trustee shall become effective to the extent
            provided therein, such retiring Trustee shall with respect to the
            Securities of that or those series to which the appointment of such
            successor trustee relates have no further responsibility for the
            exercise of rights and powers or for the performance of the duties
            and obligations vested in the Trustee under this Indenture, and each
            such successor trustee, without any further act, deed or conveyance,
            shall become vested with all the rights, powers, trusts and duties
            of the retiring Trustee with respect to the Securities of that or
            those series to which the appointment of such successor trustee
            relates; but, on request of the Company or any successor trustee,
            such retiring Trustee shall duly assign, transfer and deliver to
            such successor trustee, to the extent contemplated by such
            supplemental indenture, the property and money held by such retiring
            Trustee hereunder with respect to the Securities of that or those
            series to which the appointment of such successor trustee relates.

      (c)   Upon request of any such successor trustee, the Company shall
            execute any and all instruments for more fully and certainly vesting
            in and confirming to such successor trustee all such rights, powers
            and trusts referred to in paragraph (a) or (b) of this Section, as
            the case may be.

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

      (e)   Upon acceptance of appointment by a successor trustee as provided in
            this Section, the Company shall transmit notice of the succession of
            such trustee hereunder by mail, first class postage prepaid, to the
            Securityholders, as their names and addresses appear upon the
            Security Register. If the Company fails to transmit such notice
            within ten days after acceptance of appointment by the successor
            trustee, the successor trustee shall cause such notice to be
            transmitted at the expense of the Company.

SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.

       Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, 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 any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

                                       34



SECTION 7.13 Preferential Collection of Claims Against the Company.

       The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01 Evidence of Action by Securityholders.

       Whenever in this Indenture it is provided that the holders of a majority
or specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of such
majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing.

       If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

SECTION 8.02 Proof of Execution by Securityholders.

       Subject to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

      (a)   The fact and date of the execution by any such Person of any
            instrument may be proved in any reasonable manner acceptable to the
            Trustee.

      (b)   The ownership of Securities shall be proved by the Security Register
            of such

                                       35



            Securities or by a certificate of the Security Registrar thereof.

      (c)   The Trustee may require such additional proof of any matter referred
            to in this Section as it shall deem necessary.

SECTION 8.03 Who May be Deemed Owners.

       Prior to the due presentment for registration of transfer of any
Security, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the Person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and (subject to Section 2.03) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the contrary.

SECTION 8.04 Certain Securities Owned by Company Disregarded.

       In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent of waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
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 of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

SECTION 8.05 Actions Binding on Future Securityholders.

       At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such

                                       36



Security. Any action taken by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified in
this Indenture in connection with such action shall be conclusively binding upon
the Company, the Trustee and the holders of all the Securities of that series.

SECTION 8.06 Purposes for Which Meetings May Be Called.

       A meeting of holders of any series of Securities may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by holders of such
series of Securities.

       Notwithstanding anything contained in this Article VIII, the Trustee may,
during the pendency of a Default or an Event of Default, call a meeting of
holders of any series of Securities in accordance with its standard practices.

SECTION 8.07 Call Notice and Place of Meetings.

      (a)   The Trustee may at any time call a meeting of holders of any series
            of Securities for any purpose specified in Section 8.06 hereof, to
            be held at such time and at such place in The City of New York or
            Boston, Massachusetts. Notice of every meeting of holders of any
            series of Securities, setting forth the time and the place of such
            meeting, in general terms the action proposed to be taken at such
            meeting and the percentage of the principal amount of the
            Outstanding Securities of such series which shall constitute a
            quorum at such meeting, shall be given, in the manner provided in
            Section 13.04 hereof, not less than 21 nor more than 180 days prior
            to the date fixed for the meeting to holders of Outstanding
            Securities of such series.

      (b)   In case at any time the Company, pursuant to a Board Resolution, or
            the holders of at least 10% in principal amount of the Outstanding
            Securities of any series shall have requested the Trustee to call a
            meeting of the holders of Securities of such series for any purpose
            specified in Section 8.06 hereof, by written request setting forth
            in reasonable detail the action proposed to be taken at the meeting,
            and the Trustee shall not have made the first publication of the
            notice of such meeting within 21 days after receipt of such request
            or shall not thereafter proceed to cause the meeting to be held as
            provided herein, then the Company or the holders of Securities of
            such series in the amount specified, as the case may be, may
            determine the time and the place in The City of New York or Boston,
            Massachusetts for such meeting and may call such meeting for such
            purposes by giving notice thereof as provided in paragraph (a) of
            this Section.

SECTION 8.08 Persons Entitled To Vote at Meetings.

       To be entitled to vote at any meeting of holders of Securities of a given
series, a Person shall be (a) a holder of one or more Outstanding Securities of
such series or (b) a Person appointed by an instrument in writing as proxy for a
holder or holders of one or more Outstanding Securities of such series by such
holder or holders. The only Persons who shall be entitled to be present or to

                                       37



speak at any meeting of holders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

SECTION 8.09 Quorum; Action.

       The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a given series shall constitute a quorum with
respect to a meeting of holders of Outstanding Securities of such series. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of holders of Securities
of such series, be dissolved. In any other case, the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 8.07(a) hereof,
except that such notice need be given only once and not less than five days
prior to the date on which the meeting is scheduled to be reconvened.

       At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by the proviso to the first paragraph of Section 9.02 hereof) shall be
effectively passed and decided if passed or decided by the Persons entitled to
vote not less than a majority in aggregate principal amount of Outstanding
Securities of a series represented and voting at such meeting with respect to a
meeting of holders of Outstanding Securities of such series.

       Any resolution passed or decisions taken at any meeting of holders of
Securities duly held in accordance with this Section shall be binding on all the
holders of Securities of such series, whether or not present or represented at
the meeting.

SECTION 8.10 Determination of Voting Rights; Conduct and Adjournment of
Meetings.

      (a)   Notwithstanding any other provisions of this Indenture, the Trustee
            may make such reasonable regulations as it may deem advisable for
            any meeting of holders of Securities in regard to proof of the
            holding of Securities and of the appointment of proxies and in
            regard to the appointment and duties of inspectors of votes, the
            submission and examination of proxies, certificates and other
            evidence of the right to vote, and such other matters concerning the
            conduct of the meeting as it shall deem appropriate.

      (b)   The Trustee shall, by an instrument in writing, appoint a temporary
            chairman (which may be the Trustee) of the meeting, unless the
            meeting shall have been called by the Company or by holders of
            Securities of a given series as provided in Section 8.07(b) hereof,
            in which case the Company or the holders of Securities of such
            series calling the meeting, as the case may be, shall in like manner
            appoint a temporary chairman. A permanent chairman and a permanent
            secretary of the meeting shall be elected by vote of the Persons
            entitled to vote a majority in

                                       38



            principal amount of the Outstanding Securities of such series
            represented at the meeting.

      (c)   At any meeting, each holder of a Security of the series in respect
            of which such meeting is being held or proxy shall be entitled to
            one vote for each $1,000 principal amount of Securities of such
            series held or represented by him; provided, however, that no vote
            shall be cast or counted at any meeting in respect of any Security
            of such series challenged as not Outstanding and ruled by the
            chairman of the meeting to be not Outstanding. The chairman of the
            meeting shall have no right to vote, except as a holder of a
            Security of such series or proxy.

      (d)   Any meeting of holders of Securities duly called pursuant to Section
            8.07 hereof at which a quorum is present may be adjourned from time
            to time by Persons entitled to vote a majority in principal amount
            of the Outstanding Securities of the series in respect of which such
            meeting is being held represented at the meeting, and the meeting
            may be held as so adjourned without further notice.

SECTION 8.11 Counting Votes and Recording Action of Meetings.

       The vote upon any resolution submitted to any meeting of holders of
Securities of a given series shall be by written ballots on which shall be
subscribed the signatures of the holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of holders of Securities of such
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 8.07 hereof and, if
applicable, Section 8.09 hereof. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures Without the Consent of Securityholders.

       In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures

                                       39



supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect), without the consent of the Securityholders,
for one or more of the following purposes:

      (a)   cure any ambiguity, correct or supplement any provision herein which
            may be inconsistent with any other provision herein or which is
            otherwise defective, or make any other provisions with respect to
            matters or questions arising under this Indenture which the Company
            and the Trustee may deem necessary or desirable and which shall not
            be inconsistent with the provisions of this Indenture;

      (b)   to comply with Article X;

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

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

      (e)   to add to, delete from, or revise the conditions, limitations, and
            restrictions on the authorized amount, terms, or purposes of issue,
            authentication, and delivery of Securities, as herein set forth;

      (f)   to make any change that does not adversely affect the rights of any
            Securityholder in any material respect;

      (g)   to provide for the issuance of and establish the form and terms and
            conditions of the Securities of any series as provided in Section
            2.01, to establish the form of any certifications required to be
            furnished pursuant to the terms of this Indenture or any series of
            Securities, or to add to the rights of the holders of any series of
            Securities; or

      (h)   comply with the requirements of the Commission in order to effect or
            maintain the qualification of this Indenture under the Trust
            Indenture Act.

       The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that 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 by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

                                       40



SECTION 9.02 Supplemental Indentures With Consent of Securityholders.

       With the written consent of the holders of at least a majority in
aggregate principal amount of the Outstanding Securities of any series or by
action at a meeting of holders of the Securities of such series in accordance
with Section 8.09, by the holders of a majority in aggregate principal amount of
the Securities of such series then Outstanding represented at such meeting, the
Company, when authorized by Board Resolutions, 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 as then in
effect) 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 not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture, or any consent or waiver, (iii) reduce the
principal amount of discount securities payable upon acceleration of the
maturity of any Securities of any series or (iv) make the principal of or
premium or interest on any Security of a series payable in currency or currency
units other than that stated in the Securities of such series.

       It shall not be necessary for the consent of the Securityholders of any
series affected thereby 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.

SECTION 9.03 Effect of Supplemental Indentures.

       Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, 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
Company and the holders of Securities of the series 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 9.04 Securities Affected by Supplemental Indentures.

       Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture

                                       41



may be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.

SECTION 9.04 Execution of Supplemental Indentures.

       Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company 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. The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not be
provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

       Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE X

                                SUCCESSOR ENTITY

SECTION 10.01 Company May Consolidate, Etc.

       Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company) or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium, if
any) and interest on all of the Securities of all series in accordance with the
terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions of the
Trust Indenture Act, as

                                       42



then in effect) satisfactory in form to the Trustee executed and delivered to
the Trustee by the entity formed by such consolidation, or into which the
Company shall have been merged, or by the entity which shall have acquired such
property.

SECTION 10.02 Successor Entity Substituted.

      (a)   In case of any such consolidation, merger, sale, conveyance,
            transfer or other disposition and upon the assumption by the
            successor entity by supplemental indenture, executed and delivered
            to the Trustee and satisfactory in form to the Trustee, of the due
            and punctual payment of the principal of, premium, if any, and
            interest on all of the Securities of all series Outstanding and the
            due and punctual performance of all of the covenants and conditions
            of this Indenture or established with respect to each series of the
            Securities pursuant to Section 2.01 to be performed by the Company
            with respect to each series, such successor entity shall succeed to
            and be substituted for the Company with the same effect as if it had
            been named as the Company herein, and thereupon the predecessor
            corporation shall be relieved of all obligations and covenants under
            this Indenture and the Securities.

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

      (c)   Nothing contained in this Article shall require any action by the
            Company in the case of a consolidation or merger of any Person into
            the Company where the Company is the survivor of such transaction,
            or the acquisition by the Company, by purchase or otherwise, of all
            or any part of the property of any other Person (whether or not
            affiliated with the Company).

SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

       The Trustee, subject to the provisions of Section 7.01, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge of Indenture.

       If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.05); or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become

                                       43



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 the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations sufficient or a
combination thereof, sufficient (assuming that no tax liability will be imposed
on the Trustee) in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder with respect to such series
by the Company then this Indenture shall thereupon cease to be of further effect
with respect to such series except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity
or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.

SECTION 11.02 Discharge of Obligations.

       If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4.03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid
thereafter, Sections 7.06 and 11.05 shall survive.

SECTION 11.03 Deposited Moneys to be Held in Trust.

       Subject to Section 11.05, all moneys or Governmental Obligations
deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in
trust and shall be available for payment as due, either directly or through any
paying agent (including the Company acting as its own paying agent), to the
holders of the particular series of Securities for the payment or redemption of
which such moneys or Governmental Obligations have been deposited with the
Trustee.

SECTION 11.04 Payment of Moneys Held by Paying Agents.

       In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon

                                       44



demand of the Company, be paid to the Trustee and thereupon such paying agent
shall be released from all further liability with respect to such moneys or
Governmental Obligations.

SECTION 11.05 Repayment to Company.

       Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
or premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for two years
after the date upon which the principal of (and premium, if any) or interest on
such Securities shall have respectively become due and payable, shall be repaid
to the Company or (if then held by the Company) shall be discharged from such
trust in each case, promptly after the end of any such two-year period or, at
the request of the Company, on a later date specified by the Company; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                  ARTICLE XII

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01 No Recourse.

       No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

                                       45



                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.01 Effect on Successors and Assigns.

       All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

SECTION 13.02 Actions by Successor.

       Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

SECTION 13.03 Surrender of Company Powers.

       The Company by instrument in writing executed by authority of its Board
of Directors and delivered to the Trustee may surrender any of the powers
reserved to the Company, and thereupon such power so surrendered shall terminate
both as to the Company and as to any successor corporation.

SECTION 13.04 Notices.

       Except as otherwise expressly provided herein any notice or demand that
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Securities to or on the Company may
be given or served by being deposited first class postage prepaid in a
post-office letterbox addressed (until another address is filed in writing by
the Company with the Trustee), as follows: [ ]. Any notice, election, request or
demand by the Company 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 in writing at the Corporate Trust Office of the Trustee. Any notice or
communication to a holder shall be mailed by first-class mail to his address
shown on the Security Register kept by the Security Registrar. Failure to mail a
notice or communication to a holder or any defect in such notice or
communication shall not affect its sufficiency with respect to other holders. If
a notice or communication is mailed or sent in the manner provided above within
the time prescribed, it is duly given as of the date it is mailed, whether or
not the addressee receives it, except that notice to the Trustee or the Company
shall only be effective upon receipt thereof by the Trustee or the Company,
respectively. If the Company mails a notice or communication to holders of
Securities, it shall mail a copy to the Trustee at the same time.

SECTION 13.05 Governing Law.

       This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

                                       46



SECTION 13.06 Treatment of Securities as Debt.

       It is intended that the Securities will be treated as indebtedness and
not as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

SECTION 13.07 Compliance Certificates and Opinions.

      (a)   Upon any application or demand by the Company to the Trustee to take
            any action under any of the provisions of this Indenture, the
            Company, shall furnish to the Trustee an Officers' 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.

      (b)   Each certificate or opinion provided for in this Indenture and
            delivered to the Trustee with respect to compliance with a condition
            or covenant in this Indenture shall include (1) a statement that the
            Person making such certificate or opinion has read such covenant or
            condition; (2) a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or opinions
            contained in such certificate or opinion are based; (3) a statement
            that, in the opinion of such Person, he has made such examination or
            investigation as is necessary to enable him to express an informed
            opinion as to whether or not such covenant or condition has been
            complied with; and (4) a statement as to whether or not, in the
            opinion of such Person, such condition or covenant has been complied
            with.

SECTION 13.08 Payments on Business Days.

       Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in one
or more indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

SECTION 13.09 Conflict with Trust Indenture Act.

       If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

                                       47



SECTION 13.10 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 13.11 Separability.

       In case any one or more of the provisions contained in this Indenture or
in the Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

SECTION 13.12 Assignment.

       The Company will have the right at all times to assign any of its rights
or obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company, will remain liable for all such obligations. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

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

                           ARIAD PHARMACEUTICALS, INC.

                           By:
                              -------------------------------------------
                              Name:
                              Title:

                           [                              ],
                           As Trustee

                           By:
                              -------------------------------------------
                              Name:
                              Title:

                                       48

EX-4.9

                                                                     Exhibit 4.9

                         FORM OF SUBORDINATED INDENTURE

                           ARIAD PHARMACEUTICALS, INC.

                                     Issuer

                                       AND

                                   [ ] Trustee

                                    INDENTURE

                                 Dated as of [ ]

                          Subordinated Debt Securities



                            CROSS-REFERENCE TABLE (1)



Section of
Trust Indenture Act                                                       Section of
of 1939, as Amended                                                        Indenture
                                                                     
310(a). .........................................................               7.09
310(b). .........................................................               7.08
                                                                                7.10
310(c). .........................................................       Inapplicable
311(a). .........................................................            7.13(a)
311(b). .........................................................            7.13(b)
311(c). .........................................................       Inapplicable
312(a)  .........................................................            5.02(a)
312(b). .........................................................            5.02(b)
312(c). .........................................................            5.02(c)
313(a). .........................................................            5.04(a)
313(b). .........................................................            5.04(a)
313(c). .........................................................            5.04(a)
                                                                             5.04(b)
313(d). .........................................................            5.04(b)
314(a). .........................................................               5.03
314(b). .........................................................       Inapplicable
314(c). .........................................................              13.06
314(d). .........................................................       Inapplicable
314(e). .........................................................              13.06
314(f). .........................................................       Inapplicable
315(a). .........................................................            7.01(a)
                                                                                7.02
315(b). .........................................................               6.07
315(c). .........................................................               7.01
315(d). .........................................................            7.01(b)
                                                                             7.01(c)
315(e). .........................................................               6.07
316(a). .........................................................               6.06
                                                                                8.04
316(b). .........................................................               6.04
316(c). .........................................................               8.01
317(a). .........................................................               6.02
317(b). .........................................................               4.03
318(a). .........................................................              13.08


(1) This Cross-Reference Table does not constitute part of the Indenture and
shall not have any bearing on the interpretation of any of its terms or
provisions.

                                      (i)


                             TABLE OF CONTENTS (2)



                                                                                                           Page
                                                                                                     
ARTICLE I           DEFINITIONS...........................................................................    1

   SECTION 1.01     Definitions of Terms..................................................................    1

ARTICLE II          ISSUE, DESCRIPTION, TERMS, EXECUTION,  REGISTRATION AND EXCHANGE OF SECURITIES........    5

   SECTION 2.01     Designation and Terms of Securities...................................................    5
   SECTION 2.02     Form of Securities and Trustee's Certificate..........................................    7
   SECTION 2.03     Denominations: Provisions for Payment.................................................    7
   SECTION 2.04     Execution and Authentications.........................................................    9
   SECTION 2.05     Registration of Transfer and Exchange.................................................   10
   SECTION 2.06     Temporary Securities..................................................................   11
   SECTION 2.07     Mutilated, Destroyed, Lost or Stolen Securities.......................................   11
   SECTION 2.08     Cancellation..........................................................................   12
   SECTION 2.09     Benefits of Indenture.................................................................   12
   SECTION 2.10     Authenticating Agent..................................................................   13
   SECTION 2.11     Global Securities.....................................................................   13

ARTICLE III         REDEMPTION OF SECURITIES AND  SINKING FUND PROVISIONS.................................   14

   SECTION 3.01     Redemption............................................................................   14
   SECTION 3.02     Notice of Redemption..................................................................   14
   SECTION 3.03     Payment Upon Redemption...............................................................   16
   SECTION 3.04     Sinking Fund..........................................................................   16
   SECTION 3.05     Satisfaction of Sinking Fund Payments with Securities.................................   17
   SECTION 3.06     Redemption of Securities for Sinking Fund.............................................   17

ARTICLE IV          COVENANTS.............................................................................   17

   SECTION 4.01     Payment of Principal, Premium and Interest............................................   17
   SECTION 4.02     Maintenance of Office or Agency.......................................................   17
   SECTION 4.03     Paying Agents.........................................................................   18
   SECTION 4.04     Appointment to Fill Vacancy in Office of Trustee......................................   19
   SECTION 4.05     Compliance with Consolidation Provisions..............................................   19

ARTICLE V           SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.....................   19

   SECTION 5.01     Company to Furnish Trustee Names and Addresses of Securityholders.....................   19
   SECTION 5.02     Preservation Of Information; Communications With Securityholders......................   19
   SECTION 5.03     Reports by the Company................................................................   20
   SECTION 5.04     Reports by the Trustee................................................................   20

ARTICLE VI          REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.......................   21

   SECTION 6.01     Events of Default.....................................................................   21


                                      (ii)


                                                                                                       
   SECTION 6.02     Collection of Indebtedness and Suits for Enforcement by Trustee.......................   23
   SECTION 6.03     Application of Moneys Collected.......................................................   24
   SECTION 6.04     Limitation on Suits...................................................................   25
   SECTION 6.05     Rights and Remedies Cumulative; Delay or Omission Not Waiver..........................   26
   SECTION 6.06     Control by Securityholders............................................................   26
   SECTION 6.07     Undertaking to Pay Costs..............................................................   27

ARTICLE VII         CONCERNING THE TRUSTEE................................................................   27

   SECTION 7.01     Certain Duties and Responsibilities of Trustee........................................   27
   SECTION 7.02     Certain Rights of Trustee.............................................................   29
   SECTION 7.03     Trustee Not Responsible for Recitals or Issuance of Securities........................   30
   SECTION 7.04     May Hold Securities...................................................................   30
   SECTION 7.05     Moneys Held in Trust..................................................................   30
   SECTION 7.06     Compensation and Reimbursement........................................................   30
   SECTION 7.07     Reliance on Officers' Certificate.....................................................   31
   SECTION 7.08     Disqualification; Conflicting Interests...............................................   31
   SECTION 7.09     Corporate Trustee Required; Eligibility...............................................   31
   SECTION 7.10     Resignation and Removal; Appointment of Successor.....................................   32
   SECTION 7.11     Acceptance of Appointment By Successor................................................   33
   SECTION 7.12     Merger, Conversion, Consolidation or Succession to Business...........................   35
   SECTION 7.13     Preferential Collection of Claims Against the Company.................................   35

ARTICLE VIII        CONCERNING THE SECURITYHOLDERS........................................................   35

   SECTION 8.01     Evidence of Action by Securityholders.................................................   35
   SECTION 8.02     Proof of Execution by Securityholders.................................................   36
   SECTION 8.03     Who May be Deemed Owners..............................................................   36
   SECTION 8.04     Certain Securities Owned by Company Disregarded.......................................   36
   SECTION 8.05     Actions Binding on Future Securityholders.............................................   37
   SECTION 8.06     Purposes for Which Meetings May Be Called.............................................   37
   SECTION 8.07     Call Notice and Place of Meetings.....................................................   37
   SECTION 8.08     Persons Entitled To Vote at Meetings..................................................   38
   SECTION 8.09     Quorum; Action........................................................................   38
   SECTION 8.10     Determination of Voting Rights; Conduct and Adjournment of Meetings...................   38
   SECTION 8.11     Counting Votes and Recording Action of Meetings.......................................   39

ARTICLE IX          SUPPLEMENTAL INDENTURES...............................................................   40

   SECTION 9.01     Supplemental Indentures Without the Consent of Securityholders........................   40
   SECTION 9.02     Supplemental Indentures With Consent of Securityholders...............................   41
   SECTION 9.03     Effect of Supplemental Indentures.....................................................   41
   SECTION 9.04     Securities Affected by Supplemental Indentures........................................   42
   SECTION 9.05     Execution of Supplemental Indentures..................................................   42

ARTICLE X           SUCCESSOR ENTITY......................................................................   42

   SECTION 10.01    Company May Consolidate, Etc..........................................................   42
   SECTION 10.02    Successor Entity Substituted..........................................................   43
   SECTION 10.03    Evidence of Consolidation, Etc. to Trustee............................................   43

ARTICLE XI          SATISFACTION AND DISCHARGE............................................................   44



                                     (iii)


                                                                                                       
   SECTION 11.01    Satisfaction and Discharge of Indenture...............................................   44
   SECTION 11.02    Discharge of Obligations..............................................................   44
   SECTION 11.03    Deposited Moneys to be Held in Trust..................................................   45
   SECTION 11.04    Payment of Moneys Held by Paying Agents...............................................   45
   SECTION 11.05    Repayment to Company..................................................................   45

ARTICLE XII         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.......................   45

   SECTION 12.01    No Recourse...........................................................................   45

ARTICLE XIII        MISCELLANEOUS PROVISIONS..............................................................   46

   SECTION 13.01    Effect on Successors and Assigns......................................................   46
   SECTION 13.02    Actions by Successor..................................................................   46
   SECTION 13.03    Surrender of Company Powers...........................................................   46
   SECTION 13.04    Notices...............................................................................   46
   SECTION 13.05    Governing Law.........................................................................   47
   SECTION 13.06    Treatment of Securities as Debt.......................................................   47
   SECTION 13.07    Compliance Certificates and Opinions..................................................   47
   SECTION 13.08    Payments on Business Days.............................................................   47
   SECTION 13.09    Conflict with Trust Indenture Act.....................................................   48
   SECTION 13.10    Counterparts..........................................................................   48
   SECTION 13.11    Separability..........................................................................   48
   SECTION 13.12    Assignment............................................................................   48

ARTICLE XIV         SUBORDINATION OF SECURITIES...........................................................   48

   SECTION 14.01    Subordination Terms...................................................................   48



(2) This Table of Contents does not constitute part of the Indenture and shall
not have any bearing on the interpretation of any of its terms or provisions.

                                      (iv)


      INDENTURE, dated as of [ ], by and between ARIAD Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), and [ ], as trustee (the "Trustee"):

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of subordinated debt securities (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from time
to time in one or more series as in this Indenture provided, as registered
Securities without coupons, to be authenticated by the certificate of the
Trustee;

      WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

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

      NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01 Definitions of Terms.

      The terms defined in this Section (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section and shall include the plural as
well as the singular. All other terms used in this Indenture that are defined in
the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise 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 the execution of this instrument.

      "Authenticating Agent" means an authenticating agent with respect to all
or any of the series of Securities appointed with respect to all or any series
of the Securities by the Trustee pursuant to Section 2.10.

      "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

      "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.



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

      "Business Day" means, with respect to any series of Securities, any day
other than a day on which Federal or State banking institutions in the Borough
of Manhattan, the City and State of New York, are authorized or obligated by
law, executive order or regulation to close.

      "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company. The Certificate need not comply with the provisions of Section
13.07.

      "Commission" means the Securities and Exchange Commission.

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

      "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at [ ], except that whenever a
provision herein refers to an office or agency of the Trustee in the Borough of
Manhattan, the City and State of New York, such office is located, at the date
hereof, at [ ].

      "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

      "Default" means an event which is, or after notice or lapse of time, or
both, would constitute an Event of Default.

      "Depositary" means, with respect to Securities of any series, for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or Section 2.11.

      "Event of Default" means, with respect to Securities of a particular
series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with this
Indenture, which shall be registered in the name of the Depositary or its
nominee.

      "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations

                                       2


of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are non-callable at the option of the
issuer thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

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

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

      "Interest Payment Date," when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

      "Officers' Certificate" means a certificate signed by the President or a
Vice President and by the Chief Financial Officer, the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller or the Secretary or an
Assistant Secretary of the Company that is delivered to the Trustee in
accordance with the terms hereof. Certificate shall include the statements
provided for in Section 13.07, if and to the extent required by the provisions
thereof.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company (and may include directors or employees of the Company)
and which opinion is acceptable to the Trustee which acceptance shall not be
unreasonably withheld.

      "Outstanding", when used with reference to Securities of any series,
means, subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been

                                       3


made for giving such notice; and (c) Securities in lieu of or in substitution
for which other Securities shall have been authenticated and delivered pursuant
to the terms of Section 2.07.

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

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

      "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee, including any vice president, assistant vice president,
secretary, assistant secretary, the treasurer, any assistant treasurer, the
managing director or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

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

      "Security Register" has the meaning specified in Section 2.05.

      "Security Registrar" has the meaning specified in Section 2.05.

      "Securityholder," "holder of Securities," "registered holder," or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered in the Security Register.

      "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee. The term "Trustee" as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the
date of execution of this instrument; provided, however, that in the event the
Trust Indenture Act is amended after such

                                       4


date, Trust Indenture Act means, to the extent required by such amendment, the
Trust Indenture Act of 1939, as so amended, or any successor statute.

      "Voting Stock," as applied to any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01 Designation and Terms of Securities.

      (a)   The aggregate principal amount of Securities that may be
            authenticated and delivered under this Indenture is unlimited. The
            Securities may be issued in one or more series up to the aggregate
            principal amount of Securities of that series from time to time
            authorized by or pursuant to a Board Resolution of the Company or
            pursuant to one or more indentures supplemental hereto. Prior to the
            initial issuance of Securities of a given series, there shall be
            established in or pursuant to a Board Resolution of the Company, and
            set forth in an Officers' Certificate of the Company, or established
            in one or more indentures supplemental hereto:

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

            (2)   the aggregate principal amount of the Securities of such
                  series initially to be issued and any limit upon the aggregate
                  principal amount of the Securities of that 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 that series);

            (3)   the currency or units based on or relating to currencies in
                  which debt securities of such series are denominated and the
                  currency or units in which principal or interest or both will
                  or may be payable;

            (4)   the date or dates on which the principal of the Securities of
                  the series is payable and the place(s) of payment;

            (5)   the rate or rates at which the Securities of the series shall
                  bear interest or the manner of calculation of such rate or
                  rates, if any;

            (6)   the date or dates from which such interest shall accrue, the
                  Interest Payment Dates on which such interest will be payable
                  or the manner of determination of such Interest Payment Dates,
                  the place(s) of payment,

                                       5


                  and the record date for the determination of holders to whom
                  interest is payable on any such Interest Payment Dates or the
                  method for determining such dates;

            (7)   the right, if any, to extend the interest payment periods or
                  to defer the payment of interest and the duration of such
                  extension;

            (8)   the period or periods within which, the price or prices at
                  which and the terms and conditions upon which, Securities of
                  the series may be redeemed, in whole or in part, at the option
                  of the Company;

            (9)   the obligation, if any, of the Company to redeem or purchase
                  Securities of the series pursuant to any sinking fund or
                  analogous provisions (including payments made in cash in
                  satisfaction of future sinking fund obligations) or at the
                  option of a holder thereof and the period or periods within
                  which, the price or prices at which, and the terms and
                  conditions upon which, Securities of the series shall be
                  redeemed or purchased, in whole or in part, pursuant to such
                  obligation;

            (10)  whether or not the debt securities will be secured or
                  unsecured, and the terms of any secured debt;

            (11)  the form of the Securities of the series including the form of
                  the Certificate of Authentication for such series;

            (12)  if other than denominations of one thousand U.S. dollars
                  ($1,000) or any integral multiple thereof, the denominations
                  in which the Securities of the series shall be issuable;

            (13)  any and all other terms with respect to such series (which
                  terms shall not be inconsistent with the terms of this
                  Indenture, as amended by any supplemental indenture) including
                  any terms which may be required by or advisable under United
                  States laws or regulations or advisable in connection with the
                  marketing of Securities of that series;

            (14)  whether the Securities are issuable as a Global Security and,
                  in such case, the identity of the Depositary for such series;

            (15)  whether the Securities will be convertible into shares of
                  common stock or other securities of the Company and, if so,
                  the terms and conditions upon which such Securities will be so
                  convertible, including the conversion price and the conversion
                  period;

            (16)  if other than the principal amount thereof, the portion of the
                  principal amount of Securities of the series which shall be
                  payable upon declaration of acceleration of the maturity
                  thereof pursuant to Section 6.01;

            (17)  any additional or different Events of Default or restrictive
                  covenants

                                       6


                  provided for with respect to the Securities of the series; and

            (18)  the subordination terms of the Securities of the series.

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

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

      Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.

SECTION 2.02 Form of Securities and Trustee's Certificate.

      The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company and the and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Securities
of that series may be listed, or to conform to usage.

SECTION 2.03 Denominations: Provisions for Payment.

      The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(a)(12). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

      The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date

                                       7


is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid
upon presentation and surrender of such Security as provided in Section 3.03.

      Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

            (1)   The Company may make payment of any Defaulted Interest on
                  Securities to the Persons in whose names such 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 Company shall notify the Trustee in writing of the
                  amount of Defaulted Interest proposed to be paid on each such
                  Security and the date of the proposed payment, and at the same
                  time the Company shall deposit with the Trustee an amount of
                  money equal to the aggregate amount proposed to be paid in
                  respect of such Defaulted Interest or shall make arrangements
                  satisfactory to the Trustee for such deposit prior to the date
                  of the proposed payment, such money when deposited to be held
                  in trust for the benefit of the Persons entitled to such
                  Defaulted Interest as in this clause provided. Thereupon the
                  Trustee shall fix a special record date for the payment of
                  such Defaulted Interest which shall not be more than 15 nor
                  less than 10 days prior to the date of the proposed payment
                  and not less than 10 days after the receipt by the Trustee of
                  the notice of the proposed payment. The Trustee shall promptly
                  notify the Company of such special record date and, in the
                  name and at the expense of the Company, shall cause notice of
                  the proposed payment of such Defaulted Interest and the
                  special record date therefor to be mailed, first class postage
                  prepaid, to each Securityholder at his or her address as it
                  appears in the Security Register, not less than 10 days prior
                  to such special record date. Notice of the proposed payment of
                  such Defaulted Interest and the special record date therefor
                  having been mailed as aforesaid, such Defaulted Interest shall
                  be paid to the Persons in whose names such Securities (or
                  their respective Predecessor Securities) are registered on
                  such special record date.

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

                                       8


      Unless otherwise set forth in a Board Resolution of the Company or one or
more indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

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

SECTION 2.04 Execution and Authentications.

      The Securities shall be signed on behalf of the Company by its President,
or one of its Vice Presidents, or its Treasurer, or one of its Assistant
Treasurers, or its Secretary, or one of its Assistant Secretaries, under its
corporate seal attested by its Secretary or one of its Assistant Secretaries.
Signatures may be in the form of a manual or facsimile signature. The Company
may use the facsimile signature of any Person who shall have been a President or
Vice President thereof, or of any Person who shall have been a Treasurer or
Assistant Treasurer thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall
have ceased to be the President or a Vice President, the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company.
The seal of the Company may be in the form of a facsimile of such seal and may
be impressed, affixed, imprinted or otherwise reproduced on the Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

      A Security shall not be valid or obligatory for any purpose and shall not
be entitled to any benefit under this Indenture, in each case, until
authenticated with a certificate of authentication manually signed by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
certificate shall be conclusive evidence, and the only evidence, that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Security is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by its President or any
Vice President and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.

      In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to

                                       9


Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the form and terms thereof have been established in conformity with
the provisions of this Indenture.

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

SECTION 2.05 Registration of Transfer and Exchange.

      (a)   Securities of any series may be exchanged upon presentation thereof
            at the office or agency of the Company designated for such purpose
            in the Borough of Manhattan, the City and State of New York, for
            other Securities of such series of authorized denominations, and for
            a like aggregate principal amount, upon payment of a sum sufficient
            to cover any tax or other governmental charge in relation thereto,
            all as provided in this Section. In respect of any Securities so
            surrendered for exchange, the Company shall execute, the Trustee
            shall authenticate and such office or agency shall deliver in
            exchange therefor the Security or Securities of the same series that
            the Securityholder making the exchange shall be entitled to receive,
            bearing numbers not contemporaneously outstanding.

      (b)   The Company shall keep, or cause to be kept, at its office or agency
            designated for such purpose in the Borough of Manhattan, the City
            and State of New York, or such other location designated by the
            Company a register or registers (herein referred to as the "Security
            Register") in which, subject to such reasonable regulations as it
            may prescribe, the Company shall register the Securities and the
            transfers of Securities as in this Article provided and which at all
            reasonable times shall be open for inspection by the Trustee. The
            registrar for the purpose of registering Securities and transfer of
            Securities as herein provided shall be appointed as authorized by
            Board Resolution (the "Security Registrar").

            Upon surrender for transfer of any Security at the office or agency
            of the Company designated for such purpose, the Company shall
            execute, the Trustee shall authenticate and such office or agency
            shall deliver in the name of the transferee or transferees a new
            Security or Securities of the same series as the Security presented
            for a like aggregate principal amount.

            All Securities presented or surrendered for exchange or registration
            of transfer, as provided in this Section, shall be accompanied (if
            so required by the Company or the Security Registrar) by a written
            instrument or instruments of transfer, in form satisfactory to the
            Company or the Security Registrar, duly executed by the registered
            holder or by such holder's duly authorized attorney in writing.

      (c)   No service charge shall be made for any exchange or registration of
            transfer of Securities, or issue of new Securities in case of
            partial redemption of any series, but the Company may require
            payment of a sum sufficient to cover any tax or

                                       10


            other governmental charge in relation thereto, other than exchanges
            pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not
            involving any transfer.

      (d)   The Company shall not be required (i) to issue, exchange or register
            the transfer of any Securities during a period beginning at the
            opening of business 15 days before the day of the mailing of a
            notice of redemption of less than all the Outstanding Securities of
            the same series and ending at the close of business on the day of
            such mailing, nor (ii) to register the transfer of or exchange any
            Securities of any series or portions thereof called for redemption.
            The provisions of this Section 2.05 are, with respect to any Global
            Security, subject to Section 2.11 hereof.

SECTION 2.06 Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

      In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the

                                       11


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 that has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

      Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) 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 2.08 Cancellation.

      All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent, be delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be cancelled by it, and no Securities shall be issued in
lieu thereof except as expressly required or permitted by any of the provisions
of this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.09 Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities (and, with respect to the provisions of Article
XIV, the holders of Senior Indebtedness, as defined in any supplement to this
Indenture pursuant to Article XIV) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Article XIV, the holders of Senior
Indebtedness).

                                       12


SECTION 2.10 Authenticating Agent.

      So long as any of the Securities of any series remain Outstanding there
may be an Authenticating Agent for any or all such series of Securities which
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, 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. All references in this Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined capital
and surplus, as most recently reported or determined by it, sufficient under the
laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by Federal or State authorities. If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately.

      Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11 Global Securities

      (a)   If the Company shall establish pursuant to Section 2.01 that some or
            all of the Securities of a particular series are to be issued as a
            Global Security, then the Company shall execute and the Trustee
            shall, in accordance with Section 2.04, authenticate and deliver, a
            Global Security that (i) shall represent, and shall be denominated
            in an amount equal to the aggregate principal amount of, the
            Outstanding Securities of such series which are to be issued as a
            Global Security, (ii) shall be registered in the name of the
            Depositary or its nominee, (iii) shall be delivered by the Trustee
            to the Depositary or pursuant to the Depositary's instruction and
            (iv) shall bear a legend substantially to the following effect:
            "Except as otherwise provided in Section 2.11 of the Indenture, this
            Security may be transferred, in whole but not in part, only to
            another nominee of the Depositary or to a successor Depositary or to
            a nominee of such successor Depositary."

      (b)   Notwithstanding the provisions of Section 2.05, the Global Security
            of a series may be transferred, in whole but not in part and in the
            manner provided in Section 2.05, only to another nominee of the
            Depositary for such series, or to a successor Depositary for such
            series selected or approved by the Company or to a nominee

                                       13


            of such successor Depositary.

      (c)   If at any time the Depositary for a series of the Securities
            notifies the Company that it is unwilling or unable to continue as
            Depositary for such series or if at any time the Depositary for such
            series shall no longer be registered or in good standing under the
            Exchange Act, or other applicable statute or regulation, and a
            successor Depositary for such series is not appointed by the Company
            within 90 days after the Company receives such notice or becomes
            aware of such condition, as the case may be, this Section 2.11 shall
            no longer be applicable to the Securities of such series and the
            Company will execute, and subject to Section 2.05, the Trustee will
            authenticate and deliver the Securities of such series in definitive
            registered form without coupons, in authorized denominations, and in
            an aggregate principal amount equal to the principal amount of the
            Global Security of such series in exchange for such Global Security.
            In addition, the Company may at any time determine that the
            Securities of any series shall no longer be represented by a Global
            Security and that the provisions of this Section 2.11 shall no
            longer apply to the Securities of such series. In such event the
            Company will execute and subject to Section 2.05, the Trustee, upon
            receipt of an Officers' Certificate evidencing such determination by
            the Company, will authenticate and deliver the Securities of such
            series in definitive registered form without coupons, in authorized
            denominations, and in an aggregate principal amount equal to the
            principal amount of the Global Security of such series in exchange
            for such Global Security. Upon the exchange of the Global Security
            for such Securities in definitive registered form without coupons,
            in authorized denominations, the Global Security shall be canceled
            by the Trustee. Such Securities in definitive registered form issued
            in exchange for the Global Security pursuant to this Section 2.11(c)
            shall be registered in such names and in such authorized
            denominations as the Depositary, pursuant to instructions from its
            direct or indirect participants or otherwise, shall instruct the
            Trustee. The Trustee shall deliver such Securities to the Depositary
            for delivery to the Persons in whose names such Securities are so
            registered.

                                   ARTICLE III

                          REDEMPTION OF SECURITIES AND
                             SINKING FUND PROVISIONS

SECTION 3.01 Redemption.

      The Company may redeem the Securities of any series issued hereunder on
and after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

SECTION 3.02 Notice of Redemption.

      (a)   In case the Company shall desire to exercise such right to redeem
            all or, as the case may be, a portion of the Securities of any
            series in accordance with the right

                                       14


            reserved so to do, the Company shall, or shall cause the Trustee to,
            give notice of such redemption to holders of the Securities of such
            series to be redeemed by mailing, first class postage prepaid, a
            notice of such redemption not less than 30 days and not more than 90
            days before the date fixed for redemption of that series to such
            holders at their last addresses as they shall appear upon the
            Security Register unless a shorter period is specified in the
            Securities to be redeemed. Any notice that is mailed in the manner
            herein provided shall be conclusively presumed to have been duly
            given, whether or not the registered holder receives the notice. In
            any case, failure duly to give such notice to the holder of any
            Security of any series designated for redemption in whole or in
            part, or any defect in the notice, shall not affect the validity of
            the proceedings for the redemption of any other Securities of such
            series or any other series. In the case of any redemption of
            Securities prior to the expiration of any restriction on such
            redemption provided in the terms of such Securities or elsewhere in
            this Indenture, the Company shall furnish the Trustee with an
            Officers' Certificate evidencing compliance with any such
            restriction.

      Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in whole or in part
shall specify the particular Securities to be so redeemed. In case any Security
is to be redeemed in part only, the notice that relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, 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.

      (b)   If less than all the Securities of a series are to be redeemed, the
            Company shall give the Trustee at least 30 days' notice in advance
            of the date fixed for redemption as to the aggregate principal
            amount of Securities of the series to be redeemed, and thereupon the
            Trustee shall select, by lot or in such other manner as it shall
            deem appropriate and fair in its discretion and that may provide for
            the selection of a portion or portions (equal to one thousand U.S.
            dollars ($1,000) or any integral multiple thereof) of the principal
            amount of such Securities of a denomination larger than $1,000, the
            Securities to be redeemed and shall thereafter promptly notify the
            Company in writing of the numbers of the Securities to be redeemed,
            in whole or in part. The Company may, if and whenever it shall so
            elect, by delivery of instructions signed on its behalf by its
            President or any Vice President, instruct the Trustee or any paying
            agent to call all or any part of the Securities of a particular
            series for redemption and to give notice of redemption in the manner
            set forth in this Section, such notice to be in the name of the
            Company or its own name as the Trustee or such paying agent may deem
            advisable. In any case in which notice of redemption is to be given
            by

                                       15

            the Trustee or any such paying agent, the Company shall deliver or
            cause to be delivered to, or permit to remain with, the Trustee or
            such paying agent, as the case may be, such Security Register,
            transfer books or other records, or suitable copies or extracts
            therefrom, sufficient to enable the Trustee or such paying agent to
            give any notice by mail that may be required under the provisions of
            this Section.

SECTION 3.03 Payment Upon Redemption.

      (a)   If the giving of notice of redemption shall have been completed as
            above provided, the Securities or portions of Securities of the
            series to be redeemed 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 interest on such Securities or
            portions of Securities shall cease to accrue on and after the date
            fixed for redemption, unless the Company shall default in the
            payment of such redemption price and accrued interest with respect
            to any such Security or portion thereof. On presentation and
            surrender of such Securities on or after the date fixed for
            redemption at the place of payment specified in the notice, said
            Securities shall be paid and redeemed at the applicable redemption
            price for such series, together with interest accrued thereon to the
            date fixed for redemption (but if the date fixed for redemption is
            an interest payment date, the interest installment payable on such
            date shall be payable to the registered holder at the close of
            business on the applicable record date pursuant to Section 2.03).

      (b)   Upon presentation of any Security of such series that is to be
            redeemed in part only, the Company shall execute and the Trustee
            shall authenticate and the office or agency where the Security is
            presented shall deliver to the holder thereof, at the expense of the
            Company, a new Security of the same series of authorized
            denominations in principal amount equal to the unredeemed portion of
            the Security so presented.

SECTION 3.04 Sinking Fund.

      The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

                                       16


SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 3.06 Redemption of Securities for Sinking Fund.

      Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any,
that is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.05 and the basis for such credit and will, together with
such Officers' Certificate, deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.01 Payment of Principal, Premium and Interest.

      The Company will duly and punctually pay or cause to be paid the principal
of (and premium, if any) and interest on the Securities of that series at the
time and place and in the manner provided herein and established with respect to
such Securities.

SECTION 4.02 Maintenance of Office or Agency.

      So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented or surrendered for payment, (ii)
Securities of that series may be presented as herein above authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the trustee, designate some

                                       17


other office or agency for such purposes or any of them. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands.

SECTION 4.03 Paying Agents.

      (a)   If the Company shall appoint one or more paying agents for all or
            any series of the Securities, other than the Trustee, the Company
            will cause each 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:

            (1)   that it will hold all sums held by it as such agent for the
                  payment of the principal of (and premium, if any) or interest
                  on the Securities of that series (whether such sums have been
                  paid to it by the Company or by any other obligor of such
                  Securities) in trust for the benefit of the Persons entitled
                  thereto;

            (2)   that it will give the Trustee notice of any failure by the
                  Company (or by any other obligor of such Securities) to make
                  any payment of the principal of (and premium, if any) or
                  interest on the Securities of that series when the same shall
                  be due and payable;

            (3)   that it will, at any time during the continuance of any
                  failure referred to in the preceding paragraph (a)(2) above,
                  upon the written request of the Trustee, forthwith pay to the
                  Trustee all sums so held in trust by such paying agent; and

            (4)   that it will perform all other duties of paying agent as set
                  forth in this Indenture.

      (b)   If the Company shall act as its own paying agent with respect to any
            series of the Securities, it will on or before each due date of the
            principal of (and premium, if any) or interest on Securities of that
            series, set aside, segregate and hold in trust for the benefit of
            the Persons entitled thereto a sum sufficient with monies held by
            all other paying agents to pay such principal (and premium, if any)
            or interest so becoming due on Securities of that series until such
            sums shall be paid to such Persons or otherwise disposed of as
            herein provided and will promptly notify the Trustee of such action,
            or any failure (by it or any other obligor on such Securities) to
            take such action. Whenever the Company shall have one or more paying
            agents for any series of Securities, it will, prior to each due date
            of the principal of (and premium, if any) or interest on any
            Securities of that series, deposit with the paying agent a sum
            sufficient to pay the principal (an premium, if any) or interest so
            becoming due, such sum to be held in trust for the benefit of the
            Persons entitled to such principal, premium or interest, and (unless
            such paying agent is the Trustee) the Company will promptly notify
            the Trustee of this

                                       18


            action or failure so to act.

      (c)   Notwithstanding anything in this Section to the contrary, (i) the
            agreement to hold sums in trust as provided in this Section is
            subject to the provisions of Section 11.05, and (ii) the Company may
            at any time, for the purpose of obtaining the satisfaction and
            discharge of this Indenture or for any other purpose, pay, or direct
            any paying agent to pay, to the Trustee all sums held in trust by
            the Company or such paying agent, such sums to be held by the
            Trustee upon the same terms and conditions as those upon which such
            sums were held by the Company or such paying agent; and, upon such
            payment by any paying agent to the Trustee, such paying agent shall
            be released from all further liability with respect to such money.

SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

      The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 4.05 Compliance with Consolidation Provisions.

      The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the
Company is not the survivor of such transaction, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article X hereof are complied with.

                                    ARTICLE V

        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders.

      If the Company is not the Security Register, the Company will furnish or
use reasonable efforts to cause to be furnished to the Trustee (a) on each
regular record date (as defined in Section 2.03) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the holders of
each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.

SECTION 5.02 Preservation Of Information; Communications With Securityholders.

      (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 Securities contained in the most recent list furnished to
            it as provided in Section 5.01 and as to the

                                       19


            names and addresses of holders of Securities received by the Trustee
            in its capacity as Security Registrar (if acting in such capacity)
            and shall otherwise comply with Section 312(a) of the Trust
            Indenture Act.

      (b)   The Trustee may destroy any list furnished to it as provided in
            Section 5.01 upon receipt of a new list so furnished.

      (c)   Securityholders may communicate as provided in Section 312(b) of the
            Trust Indenture Act with other Securityholders with respect to their
            rights under this Indenture or under the Securities.

SECTION 5.03 Reports by the Company.

      (a)   The Company covenants and agrees to file with the Trustee, within 15
            days after the Company is required to file the same with the
            Commission, copies of the annual reports and of the information,
            documents and other reports (or copies of such portions of any of
            the foregoing as the Commission may from time to time by rules and
            regulations prescribe) that the Company may be required to file with
            the Commission pursuant to Section 13 or Section 15(d) of the
            Exchange Act; or, if the Company 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 the rules and regulations prescribed from time to
            time by the Commission, such of the supplementary and periodic
            information, documents and reports that may be required pursuant to
            Section 13 of the Exchange Act, 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; provided, however,
            the Company shall not be required to deliver to the Trustee any
            materials for which the Company has sought and received confidential
            treatment by the Commission. The Company also shall comply with the
            other provisions of Section 314(a) of the Trust Indenture Act.

      (b)   The Company covenants and agrees to file with the Trustee and the
            Commission, in accordance with the rules and regulations prescribed
            from to time by the Commission, such additional information,
            documents and reports with respect to compliance by the Company with
            the conditions and covenants provided for in this Indenture as may
            be required from time to time by such rules and regulations.

      (c)   The Company covenants and agrees to transmit by mail, first class
            postage prepaid, or reputable over-night delivery service that
            provides for evidence of receipt, to the Securityholders, as their
            names and addresses appear upon the Security Register, within 30
            days after the filing thereof with the Trustee, such summaries of
            any information, documents and reports required to be filed by the
            Company pursuant to subsections (a) and (b) of this Section as may
            be required by rules and regulations prescribed from time to time by
            the Commission.

SECTION 5.04 Reports by the Trustee.

      (a)   The Trustee shall transmit to holders as provided in Section 313 of
            the Trust

                                       20


            Indenture Act such reports concerning the Trustee and its actions
            under this Indenture as may be required by Section 313 of the Trust
            Indenture Act at the times and in the manner provided by the Trust
            Indenture Act.

      (b)   A copy of each such report shall, at the time of such transmission
            to Securityholders, be filed by the Trustee with the Company, with
            each stock exchange upon which any Securities are listed (if so
            listed) and, if required by Section 313 of the Trust Indenture Act,
            also with the Commission. The Company agrees to notify the Trustee
            when any Securities become listed on any stock exchange.

                                   ARTICLE VI

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 6.01 Events of Default.

      (a)   Whenever used herein with respect to Securities of a particular
            series, "Event of Default" means any one or more of the following
            events that has occurred and is continuing:

            (1)   the Company defaults in the payment of any installment of
                  interest upon any of the Securities of that series, as and
                  when the same shall become due and payable, and continuance of
                  such default for a period of 90 days; provided, however, that
                  a valid extension of an interest payment period by the Company
                  in accordance with the terms of any indenture supplemental
                  hereto shall not constitute a default in the payment of
                  interest for this purpose;

            (2)   the Company defaults in the payment of the principal of (or
                  premium, if any, on) any of the Securities of that series as
                  and when the same shall become due and payable whether at
                  maturity, upon redemption, by declaration or otherwise, or in
                  any payment required by any sinking or analogous fund
                  established with respect to that series; provided, however,
                  that a valid extension of the maturity of such Securities in
                  accordance with the terms of any indenture supplemental hereto
                  shall not constitute a default in the payment of principal or
                  premium, if any;

            (3)   the Company fails to observe or perform any other of its
                  covenants or agreements with respect to that series contained
                  in this Indenture or otherwise established with respect to
                  that series of Securities pursuant to Section 2.01 hereof
                  (other than a covenant or agreement that has been expressly
                  included in this Indenture solely for the benefit of one or
                  more series of Securities other than such series) for a period
                  of 90 days after the date on which written notice of such
                  failure, requiring the same to be remedied and stating that
                  such notice is a "Notice of Default" hereunder, shall have
                  been given to the Company by the Trustee, by registered or

                                       21


                  certified mail, or to the Company and the Trustee by the
                  holders of not less than a majority in principal amount of the
                  Securities of that series at the time Outstanding;

            (4)   the Company pursuant to or within the meaning of any
                  Bankruptcy Law (i) commences a voluntary case, (ii) consents
                  to the entry of an order for relief against it in an
                  involuntary case, (iii) consents to the appointment of a
                  Custodian of it or for all or substantially all of its
                  property or (iv) makes a general assignment for the benefit of
                  its creditors; or

            (5)   a court of competent jurisdiction enters an order under any
                  Bankruptcy Law that (i) is for relief against the Company in
                  an involuntary case, (ii) appoints a Custodian of the Company
                  for all or substantially all of its property, or (iii) orders
                  the liquidation of the Company, and the order or decree
                  remains unstayed and in effect for 90 consecutive days.

      (b)   In each and every such case, unless the principal of all the
            Securities of that series shall have already become due and payable,
            either the Trustee or the holders of not less than a majority in
            aggregate principal amount of the Securities of that series then
            Outstanding hereunder, by notice in writing to the Company (and to
            the Trustee if given by such Securityholders), may declare the
            principal (or, if any Securities of that series are discount
            securities, that portion of the principal amount as may be specified
            in the terms of that series pursuant to Section 2.01(a)(16)) of (and
            premium, if any, on) and accrued and unpaid interest, if any, on all
            the Securities of that series to be due and payable immediately, and
            upon any such declaration the same shall become and shall be
            immediately due and payable. Notwithstanding the foregoing, the
            payment of such principal (or, if any Securities of that series are
            discount securities, that portion of the principal amount as may be
            specified in the terms of that series pursuant to Section
            2.01(a)(16)) of (and premium, if any, on) and accrued and unpaid
            interest, if any, on the Securities of such series shall remain
            subordinated to the extent provided in Article XIV.

      (c)   At any time after the principal of the Securities of that series
            shall have been so declared due and payable, and before a judgment
            or decree for the payment of the moneys due shall have been obtained
            or entered as hereinafter provided, the holders of a majority in
            aggregate principal amount of the Securities of that series then
            Outstanding hereunder (or, by action at a meeting of holders of the
            Securities of such series in accordance with Section 8.09, the
            holders of a majority in aggregate principal amount of the
            Securities of such series then Outstanding represented at such
            meeting), by written notice to the Company and the Trustee, may
            rescind and annul such declaration and its consequences if: (i) the
            Company has paid or deposited with the Trustee a sum sufficient to
            pay all matured installments of interest upon all the Securities of
            that series and the principal of (and premium, if any, on) any and
            all Securities of that series that shall have become due otherwise
            than by acceleration and (ii) any and all Events of Default under
            this Indenture with respect to such series, other than the
            nonpayment of

                                       22


            principal of (and premium, if any, on) and accrued and unpaid
            interest, if any, on Securities of that series that shall have
            become due solely because of such acceleration, shall have been
            remedied, cured or waived as provided in Section 6.06. No such
            rescission and annulment shall extend to or shall affect any
            subsequent default or impair any right consequent thereon.

      (d)   In case the Trustee shall have proceeded to enforce any right with
            respect to Securities of that series under this Indenture and such
            proceedings shall have been discontinued or abandoned because of
            such rescission or annulment or for any other reason or shall have
            been determined adversely to the Trustee, then and in every such
            case, subject to any determination in such proceedings, the Company,
            and the Trustee shall be restored respectively to their former
            positions and rights hereunder, and all rights, remedies and powers
            of the Company and the Trustee shall continue as though no such
            proceedings had been taken.

SECTION 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee.

      (a)   The Company covenants that (1) in case it shall default in the
            payment of any installment of interest on any of the Securities of a
            series, or any payment required by any sinking or analogous fund
            established with respect to that series as and when the same shall
            have become due and payable, and such default shall have continued
            for a period of 90 Business Days, or (2) in case it shall default in
            the payment of the principal of (or premium, if any, on) any of the
            Securities of a series when the same shall have become due and
            payable, whether upon maturity of the Securities of a series or upon
            redemption or upon declaration or otherwise, then, upon demand of
            the Trustee, the Company will pay to the Trustee, for the benefit of
            the holders of the Securities of that series, the whole amount that
            then shall have been become due and payable on all such Securities
            for principal (and premium, if any) or interest, or both, as the
            case may be, with interest upon the overdue principal (and premium,
            if any) and (to the extent that payment of such interest is
            enforceable under applicable law) upon overdue installments of
            interest at the rate per annum expressed in the Securities of that
            series; and, in addition thereto, such further amount as shall be
            sufficient to cover the costs and expenses of collection, and the
            amount payable to the Trustee under Section 7.06.

      (b)   If the Company shall fail to pay such amounts forthwith 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 proceeding to
            judgment or final decree, and may enforce any such judgment or final
            decree against the Company or other obligor upon the Securities of
            that series and collect the moneys adjudged or decreed to be payable
            in the manner provided by law out of the property of the Company or
            other obligor upon the Securities of that series, wherever situated.

      (c)   In case of any receivership, insolvency, liquidation, bankruptcy,
            reorganization, readjustment, arrangement, composition or judicial
            proceedings affected the

                                       23


            Company, or its creditors or property, the Trustee shall have power
            to intervene in such proceedings and take any action therein that
            may be permitted by the court and shall (except as may be otherwise
            provided by law) be entitled to file such proofs of claim and other
            papers and documents as may be necessary or advisable in order to
            have the claims of the Trustee and of the holders of Securities of
            such series allowed for the entire amount due and payable by the
            Company under this Indenture at the date of institution of such
            proceedings and for any additional amount that may become due and
            payable by the Company after such date, and to collect and receive
            any moneys or other property payable or deliverable on any such
            claim, and to distribute the same after the deduction of the amount
            payable to the Trustee under Section 7.06; and any receiver,
            assignee or trustee in bankruptcy or reorganization is hereby
            authorized by each of the holders of Securities of such series to
            make such payments to the Trustee, and, in the event that the
            Trustee shall consent to the making of such payments directly to
            such Securityholders, to pay to the Trustee any amount due it under
            Section 7.06.

      (d)   All rights of action and of asserting claims under this Indenture,
            or under any of the terms established with respect to Securities of
            that series, may be enforced by the Trustee without the possession
            of any of such Securities, or the production thereof at any trial or
            other proceeding relative thereto, and any such suit or proceeding
            instituted by the Trustee shall be brought in its own name as
            trustee of an express trust, and any recovery of judgment shall,
            after provision for payment to the Trustee of any amounts due under
            Section 7.06, be for the ratable benefit of the holders of the
            Securities of such series.

      In case of an Event of Default hereunder, 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.

      Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that 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.

SECTION 6.03 Application of Moneys Collected.

      Any moneys collected by the Trustee pursuant to this Article with respect
to a particular series of Securities 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 premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:

                                       24


      FIRST:  To the payment of costs and expenses of collection and of all
              amounts payable to the Trustee under Section 7.06;

      SECOND: To the payment of all Senior Indebtedness of the Company if and to
              the extent required by Article XIV; and

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

SECTION 6.04 Limitation on Suits.

      No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than a majority in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
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 (iv) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series (or such amount as shall have
acted at a meeting of the holders of Securities of such series pursuant to the
provisions of this Indenture) do not give the Trustee a direction inconsistent
with the request; provided, however, that no one or more of such holders may use
this Indenture to prejudice the rights of another holder or to obtain preference
or priority over another holder.

      Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, 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

                                       25


holders of Securities of such series. 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 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.

      (a)   Except as otherwise provided in Section 2.07, all powers and
            remedies given by this Article to the Trustee or to the
            Securityholders shall, to the extent permitted by law, be deemed
            cumulative and not exclusive of any other powers and remedies
            available to the Trustee or the holders of the Securities, by
            judicial proceedings or otherwise, to enforce the performance or
            observance of the covenants and agreements contained in this
            Indenture or otherwise established with respect to such Securities.

      (b)   No delay or omission of the Trustee or of any holder of any of the
            Securities 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
            default or on acquiescence therein; and, subject to the provisions
            of Section 6.04, every power and remedy given by this Article or by
            law to the Trustee or the Securityholders may be exercised from time
            to time, and as often as shall be deemed expedient, by the Trustee
            or by the Securityholders.

SECTION 6.06 Control by Securityholders.

      The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.01, 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 such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability.

      The holders either (a) through the written consent of not less than a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding or (b) by action at a meeting of holders of the Securities of
such series in accordance with Section 8.09, by the holders of a majority in
aggregate principal amount of the Securities of such series then Outstanding
represented at such meeting, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.01 with
respect to such series and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on, any of the Securities of
that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee (in accordance with Section
6.01(c)) and except in respect a provision hereof which, under Section

                                       26


9.02, cannot be modified or amended without the consent of the holders of each
Outstanding Security affected; provided however that this Section shall not
limit the right of holders of Securities of a series to rescind and annul any
acceleration as set forth in Section 6.01. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon. The provisions which otherwise would be automatically
deemed to be contained in this Indenture pursuant to Section 316(a)(1) of the
Trust Indenture Act are hereby expressly excluded from this Indenture, except to
the extent such provisions are expressly included herein.

SECTION 6.07 Undertaking to Pay Costs.

      All parties to this Indenture agree, and each holder of any Securities by
such holder's 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 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 by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

SECTION 7.01 Certain Duties and Responsibilities of Trustee.

      (a)   The Trustee, prior to the occurrence of an Event of Default with
            respect to the Securities of a series and after the curing of all
            Events of Default with respect to the Securities of that series that
            may have occurred, shall undertake to perform with respect to the
            Securities of such series such duties and only such duties as are
            specifically set forth in this Indenture, and no implied covenants
            shall be read into this Indenture against the Trustee. In case an
            Event of Default with respect to the Securities of a series has
            occurred (that has not been cured or waived), the Trustee shall
            exercise with respect to Securities of that series such of the
            rights and powers vested in it by this Indenture, and use the same
            degree of care and skill in their exercise, as a prudent man would
            exercise or use under the circumstances in the conduct of his own
            affairs.

      (b)   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

                                       27


            willful misconduct, except that:

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

                  (i)   the duties and obligations of the Trustee shall with
                        respect to the Securities of such series be determined
                        solely by the express provisions of this Indenture, and
                        the Trustee shall not be liable with respect to the
                        Securities of such series 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 with respect to the Securities of such
                        series conclusively rely, as to the truth of the
                        statements and the correctness of the opinions expressed
                        therein, upon any certificates or opinions furnished to
                        the Trustee and conforming to the requirements of this
                        Indenture; but in the case of any such certificates or
                        opinions that 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 requirement of this
                        Indenture;

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

            (3)   the Trustee shall not be liable with respect to any action
                  taken or omitted to be taken by it in good faith in accordance
                  with the direction of the holders of not less than a majority
                  in principal amount of the Securities of any series at the
                  time Outstanding 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 with respect to the Securities of
                  that series; and

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

                                       28


SECTION 7.02 Certain Rights of Trustee.

      Except as otherwise provided in Section 7.01:

      (a)   The Trustee may rely and shall be protected in acting or refraining
            from acting upon any resolution, certificate, statement, instrument,
            opinion, report, notice, request, consent, order, approval, bond,
            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 Company mentioned
            herein shall be sufficiently evidenced by a Board Resolution or an
            instrument signed in the name of the Company, by the President or
            any Vice President and by the Secretary or an Assistant Secretary or
            the Treasurer or an Assistant Treasurer thereof (unless other
            evidence in respect thereof is specifically prescribed herein);

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

      (d)   The Trustee shall be under no obligation to exercise any of the
            rights 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 that may be incurred therein or
            thereby; nothing contained herein shall, however, relieve the
            Trustee of the obligation, upon the occurrence of an Event of
            Default with respect to a series of the Securities (that has not
            been cured or waived) to exercise with respect to Securities of that
            series such of the rights and powers vested in it by this Indenture,
            and to 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;

      (e)   The Trustee shall not be liable for any action taken or omitted to
            be taken by it in good faith and believed by it to be authorized or
            within the discretion or rights or powers conferred upon it by this
            Indenture;

      (f)   The Trustee shall not be bound to make any investigation into the
            facts or matters stated in any resolution, certificate, statement,
            instrument, opinion, report, notice, request, consent, order,
            approval, bond, security, or other papers or documents, unless
            requested in writing so to do by the holders of not less than a
            majority in principal amount of the Outstanding Securities of the
            particular series affected thereby (determined as provided in
            Section 8.04); provided, however, 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

                                       29


            afforded to it by the terms of this Indenture, the Trustee may
            require reasonable indemnity against such costs, expenses or
            liabilities as a condition to so proceeding. The reasonable expense
            of every such examination shall be paid by the Company or, if paid
            by the Trustee, shall be repaid by the Company 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 and the Trustee shall not be responsible for any
            misconduct or negligence on the part of any agent or attorney
            appointed with due care by it hereunder.

SECTION 7.03 Trustee Not Responsible for Recitals or Issuance of Securities.

      (a)   The recitals contained herein and in the Securities shall be taken
            as the statements of the Company, and the Trustee assumes no
            responsibility for the correctness of the same.

      (b)   The Trustee makes no representations as to the validity or
            sufficiency of this Indenture or of the Securities.

      (c)   The Trustee shall not be accountable for the use or application by
            the Company of any of the Securities or of the proceeds of such
            Securities, or for the use or application of any moneys paid over by
            the Trustee in accordance with any provision of this Indenture or
            established pursuant to Section 2.01, or for the use or application
            of any moneys received by any paying agent other than the Trustee.

SECTION 7.04 May Hold Securities.

      The Trustee or any paying agent or Security Registrar, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not Trustee, paying agent or Security
Registrar.

SECTION 7.05 Moneys Held in Trust.

      Subject to the provisions of Section 11.05, 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 law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

SECTION 7.06 Compensation and Reimbursement.

      (a)   The Company covenants and agrees to pay to the Trustee, and the
            Trustee shall be entitled to, such reasonable compensation (which
            shall not be limited by any provision of law in regard to the
            compensation of a trustee of an express trust), as the Company, and
            the Trustee may from time to time agree in writing, for all services
            rendered by it in the execution of the trusts hereby created and in
            the exercise and performance of any of the powers and duties
            hereunder of the

                                       30


            Trustee, and, except as otherwise expressly provided herein, the
            Company will pay or reimburse the Trustee upon its request for all
            reasonable expenses, disbursements and advances incurred or made by
            the Trustee 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 Persons not regularly in
            its employ) except any such expense, disbursement or advance as may
            arise from its negligence or bad faith. The Company also covenants
            to indemnify the Trustee (and its officers, agents, directors and
            employees) for, and to hold it harmless against, any loss, liability
            or expense incurred without negligence or bad faith on the part of
            the Trustee and arising out of or in connection with the acceptance
            or administration of this trust, including the costs and expenses of
            defending itself against any claim of liability in the premises.

      (b)   The obligations of the Company under this Section to compensate and
            indemnify the Trustee and to pay or reimburse the Trustee for
            expenses, disbursements and advances shall constitute additional
            indebtedness hereunder. Such additional indebtedness shall be
            secured by a lien prior 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.

SECTION 7.07 Reliance on Officers' Certificate.

      Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions 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 to take 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 Officers' 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 to be taken by it under the provisions of this Indenture
upon the faith thereof.

SECTION 7.08 Disqualification; Conflicting Interests.

      If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 7.09 Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation publishes reports of condition

                                       31


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. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. 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 7.10.

SECTION 7.10 Resignation and Removal; Appointment of Successor.

      (a)   The Trustee or any successor hereafter appointed, may at any time
            resign with respect to the Securities of one or more series by
            giving written notice thereof to the Company and by transmitting
            notice of resignation by mail, first class postage prepaid, to the
            Securityholders of such series, as their names and addresses appear
            upon the Security Register. Upon receiving such notice of
            resignation, the Company shall promptly appoint a successor trustee
            with respect to Securities of such series by written instrument, in
            duplicate, executed by order of the Board of Directors, one copy of
            which instrument shall be delivered to the resigning Trustee and one
            copy to the successor trustee. If no successor trustee shall have
            been so appointed 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 with respect to Securities of such series, or
            any Securityholder of that series who has been a bona fide holder of
            a Security or Securities for at least six months may on behalf of
            himself and all others similarly situated, 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 one of the following shall occur:

            (1)   the Trustee shall fail to comply with the provisions of
                  Section 7.08 after written request therefor by the Company or
                  by any Securityholder who has been a bona fide holder of a
                  Security or Securities for at least six months; or

            (2)   the Trustee shall cease to be eligible in accordance with the
                  provisions of Section 7.09 and shall fail to resign after
                  written request therefor by the Company or by any such
                  Securityholder; or

            (3)   the Trustee shall become incapable of acting, or shall be
                  adjudged a bankrupt or insolvent, or commence a voluntary
                  bankruptcy proceeding, or a receiver of the Trustee or of its
                  property shall be appointed or consented to, 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
                  Company may remove the Trustee with respect to all Securities
                  and appoint a successor

                                       32


                  trustee by written instrument, in duplicate, executed by order
                  of the Board of Directors, one copy of which instrument shall
                  be delivered to the Trustee so removed and one copy to the
                  successor trustee, or, unless the Trustee's duty to resign is
                  stayed as provided herein, any Securityholder who has been a
                  bona fide holder of a Security or Securities for at least six
                  months may, on behalf of that holder and all others similarly
                  situated, petition any court of competent jurisdiction for the
                  removal of the Trustee and the appointment of a successor
                  trustee. 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 any series at the time Outstanding may at any time
            remove the Trustee with respect to such series by so notifying the
            Trustee and the Company and may appoint a successor Trustee for such
            series with the consent of the Company.

      (d)   Any resignation or removal of the Trustee and appointment of a
            successor trustee with respect to the Securities of a series
            pursuant to any of the provisions of this Section shall become
            effective upon acceptance of appointment by the successor trustee as
            provided in Section 7.11.

      (e)   Any successor trustee appointed pursuant to this Section may be
            appointed with respect to the Securities of one or more series or
            all of such series, and at any time there shall be only one Trustee
            with respect to the Securities of any particular series.

SECTION 7.11 Acceptance of Appointment By Successor.

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

      (b)   In case of the appointment hereunder of a successor trustee with
            respect to the Securities of one or more (but not all) series, the
            Company, the retiring Trustee and each successor trustee with
            respect to the Securities of one or more series shall execute and
            deliver an indenture supplemental hereto wherein each successor
            trustee shall accept such appointment and which (1) shall contain
            such provisions as shall be necessary or desirable to transfer and
            confirm to, and to vest in, each successor trustee all the rights,
            powers, trusts and duties of the retiring

                                       33


            Trustee with respect to the Securities of that or those series to
            which the appointment of such successor trustee relates, (2) shall
            contain such provisions as shall be deemed necessary or desirable to
            confirm that all the rights, powers, trusts and duties of the
            retiring Trustee with respect to the Securities of that or those
            series as to which the retiring Trustee is not retiring shall
            continue to be vested in the retiring Trustee, and (3) shall add to
            or change any of the provisions of this Indenture as shall be
            necessary to provide for or facilitate the administration of the
            trusts hereunder by more than one Trustee, it being understood that
            nothing herein or in such supplemental indenture shall constitute
            such Trustees co-trustees of the same trust, that each such Trustee
            shall be trustee of a trust or trusts hereunder separate and apart
            from any trust or trusts hereunder administered by any other such
            Trustee and that no Trustee shall be responsible for any act or
            failure to act on the part of any other Trustee hereunder; and upon
            the execution and delivery of such supplemental indenture the
            resignation or removal of the retiring Trustee shall become
            effective to the extent provided therein, such retiring Trustee
            shall with respect to the Securities of that or those series to
            which the appointment of such successor trustee relates have no
            further responsibility for the exercise of rights and powers or for
            the performance of the duties and obligations vested in the Trustee
            under this Indenture, and each such successor trustee, without any
            further act, deed or conveyance, shall become vested with all the
            rights, powers, trusts and duties of the retiring Trustee with
            respect to the Securities of that or those series to which the
            appointment of such successor trustee relates; but, on request of
            the Company or any successor trustee, such retiring Trustee shall
            duly assign, transfer and deliver to such successor trustee, to the
            extent contemplated by such supplemental indenture, the property and
            money held by such retiring Trustee hereunder with respect to the
            Securities of that or those series to which the appointment of such
            successor trustee relates.

      (c)   Upon request of any such successor trustee, the Company shall
            execute any and all instruments for more fully and certainly vesting
            in and confirming to such successor trustee all such rights, powers
            and trusts referred to in paragraph (a) or (b) of this Section, as
            the case may be.

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

      (e)   Upon acceptance of appointment by a successor trustee as provided in
            this Section, the Company shall transmit notice of the succession of
            such trustee hereunder by mail, first class postage prepaid, to the
            Securityholders, as their names and addresses appear upon the
            Security Register. If the Company fails to transmit such notice
            within ten days after acceptance of appointment by the successor
            trustee, the successor trustee shall cause such notice to be
            transmitted at the expense of the Company.

                                       34


SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, 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 any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 7.13 Preferential Collection of Claims Against the Company.

      The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01 Evidence of Action by Securityholders.

      Whenever in this Indenture it is provided that the holders of a majority
or specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of such
majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing.

      If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the

                                       35


Outstanding Securities of that series shall be computed as of the record date;
provided, however, that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

SECTION 8.02 Proof of Execution by Securityholders.

      Subject to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

      (a)   The fact and date of the execution by any such Person of any
            instrument may be proved in any reasonable manner acceptable to the
            Trustee.

      (b)   The ownership of Securities shall be proved by the Security Register
            of such Securities or by a certificate of the Security Registrar
            thereof.

      (c)   The Trustee may require such additional proof of any matter referred
            to in this Section as it shall deem necessary.

SECTION 8.03 Who May be Deemed Owners.

      Prior to the due presentment for registration of transfer of any Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the Person in whose name such Security shall be registered upon the
books of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

SECTION 8.04 Certain Securities Owned by Company Disregarded.

      In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent of waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
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 of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other

                                       36


obligor. In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

SECTION 8.05 Actions Binding on Future Securityholders.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

SECTION 8.06 Purposes for Which Meetings May Be Called.

      A meeting of holders of any series of Securities may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by holders of such
series of Securities.

      Notwithstanding anything contained in this Article VIII, the Trustee may,
during the pendency of a Default or an Event of Default, call a meeting of
holders of any series of Securities in accordance with its standard practices.

SECTION 8.07 Call Notice and Place of Meetings.

      (a)   The Trustee may at any time call a meeting of holders of any series
            of Securities for any purpose specified in Section 8.06 hereof, to
            be held at such time and at such place in The City of New York or
            Boston, Massachusetts. Notice of every meeting of holders of any
            series of Securities, setting forth the time and the place of such
            meeting, in general terms the action proposed to be taken at such
            meeting and the percentage of the principal amount of the
            Outstanding Securities of such series which shall constitute a
            quorum at such meeting, shall be given, in the manner provided in
            Section 13.04 hereof, not less than 21 nor more than 180 days prior
            to the date fixed for the meeting to holders of Outstanding
            Securities of such series.

      (b)   In case at any time the Company, pursuant to a Board Resolution, or
            the holders of at least 10% in principal amount of the Outstanding
            Securities of any series shall have requested the Trustee to call a
            meeting of the holders of Securities of such series for any purpose
            specified in Section 8.06 hereof, by written request

                                       37


            setting forth in reasonable detail the action proposed to be taken
            at the meeting, and the Trustee shall not have made the first
            publication of the notice of such meeting within 21 days after
            receipt of such request or shall not thereafter proceed to cause the
            meeting to be held as provided herein, then the Company or the
            holders of Securities of such series in the amount specified, as the
            case may be, may determine the time and the place in The City of New
            York or Boston, Massachusetts for such meeting and may call such
            meeting for such purposes by giving notice thereof as provided in
            paragraph (a) of this Section.

SECTION 8.08 Persons Entitled To Vote at Meetings.

      To be entitled to vote at any meeting of holders of Securities of a given
series, a Person shall be (a) a holder of one or more Outstanding Securities of
such series or (b) a Person appointed by an instrument in writing as proxy for a
holder or holders of one or more Outstanding Securities of such series by such
holder or holders. The only Persons who shall be entitled to be present or to
speak at any meeting of holders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

SECTION 8.09 Quorum; Action.

      The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a given series shall constitute a quorum with
respect to a meeting of holders of Outstanding Securities of such series. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of holders of Securities
of such series, be dissolved. In any other case, the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 8.07(a) hereof,
except that such notice need be given only once and not less than five days
prior to the date on which the meeting is scheduled to be reconvened.

      At a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid, any resolution and all matters (except as limited by
the proviso to the first paragraph of Section 9.02 hereof) shall be effectively
passed and decided if passed or decided by the Persons entitled to vote not less
than a majority in aggregate principal amount of Outstanding Securities of a
series represented and voting at such meeting with respect to a meeting of
holders of Outstanding Securities of such series.

      Any resolution passed or decisions taken at any meeting of holders of
Securities duly held in accordance with this Section shall be binding on all the
holders of Securities of such series, whether or not present or represented at
the meeting.

SECTION 8.10 Determination of Voting Rights; Conduct and Adjournment of
Meetings.

      (a)   Notwithstanding any other provisions of this Indenture, the Trustee
            may make

                                       38


            such reasonable regulations as it may deem advisable for any meeting
            of holders of Securities in regard to proof of the holding of
            Securities and of the appointment of proxies and in regard to the
            appointment and duties of inspectors of votes, the submission and
            examination of proxies, certificates and other evidence of the right
            to vote, and such other matters concerning the conduct of the
            meeting as it shall deem appropriate.

      (b)   The Trustee shall, by an instrument in writing, appoint a temporary
            chairman (which may be the Trustee) of the meeting, unless the
            meeting shall have been called by the Company or by holders of
            Securities of a given series as provided in Section 8.07(b) hereof,
            in which case the Company or the holders of Securities of such
            series calling the meeting, as the case may be, shall in like manner
            appoint a temporary chairman. A permanent chairman and a permanent
            secretary of the meeting shall be elected by vote of the Persons
            entitled to vote a majority in principal amount of the Outstanding
            Securities of such series represented at the meeting.

      (c)   At any meeting, each holder of a Security of the series in respect
            of which such meeting is being held or proxy shall be entitled to
            one vote for each $1,000 principal amount of Securities of such
            series held or represented by him; provided, however, that no vote
            shall be cast or counted at any meeting in respect of any Security
            of such series challenged as not Outstanding and ruled by the
            chairman of the meeting to be not Outstanding. The chairman of the
            meeting shall have no right to vote, except as a holder of a
            Security of such series or proxy.

      (d)   Any meeting of holders of Securities duly called pursuant to Section
            8.07 hereof at which a quorum is present may be adjourned from time
            to time by Persons entitled to vote a majority in principal amount
            of the Outstanding Securities of the series in respect of which such
            meeting is being held represented at the meeting, and the meeting
            may be held as so adjourned without further notice.

SECTION 8.11 Counting Votes and Recording Action of Meetings.

      The vote upon any resolution submitted to any meeting of holders of
Securities of a given series shall be by written ballots on which shall be
subscribed the signatures of the holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of holders of Securities of such
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 8.07 hereof and, if
applicable, Section 8.09 hereof. Each copy shall be signed and verified by the
affidavits of

                                       39

the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures Without the Consent of Securityholders.

      In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company 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 as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

      (a)   cure any ambiguity, correct or supplement any provision herein which
            may be inconsistent with any other provision herein or which is
            otherwise defective, or make any other provisions with respect to
            matters or questions arising under this Indenture which the Company
            and the Trustee may deem necessary or desirable and which shall not
            be inconsistent with the provisions of this Indenture;

      (b)   to comply with Article X;

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

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

      (e)   to add to, delete from, or revise the conditions, limitations, and
            restrictions on the authorized amount, terms, or purposes of issue,
            authentication, and delivery of Securities, as herein set forth;

      (f)   to make any change that does not adversely affect the rights of any
            Securityholder in any material respect;

      (g)   to provide for the issuance of and establish the form and terms and
            conditions of the Securities of any series as provided in Section
            2.01, to establish the form of any certifications required to be
            furnished pursuant to the terms of this Indenture or any series of
            Securities, or to add to the rights of the holders of any series of
            Securities; or

      (h)   comply with the requirements of the Commission in order to effect or
            maintain

                                       40

            the qualification of this Indenture under the Trust Indenture Act.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that 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 by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

SECTION 9.02 Supplemental Indentures With Consent of Securityholders.

      With the written consent of the holders of at least a majority in
aggregate principal amount of the Outstanding Securities of any series or by
action at a meeting of holders of the Securities of such series in accordance
with Section 8.09, by the holders of a majority in aggregate principal amount of
the Securities of such series then Outstanding represented at such meeting, the
Company, when authorized by Board Resolutions, 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 as then in
effect) 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 not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture, or any consent or waiver, (iii) reduce the
principal amount of discount securities payable upon acceleration of the
maturity of any Securities of any series or (iv) make the principal of or
premium or interest on any Security of a series payable in currency or currency
units other than that stated in the Securities of such series.

      It shall not be necessary for the consent of the Securityholders of any
series affected thereby 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.

SECTION 9.03 Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, 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
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the

                                       41


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 9.04 Securities Affected by Supplemental Indentures.

      Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.

SECTION 9.05 Execution of Supplemental Indentures.

      Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company 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. The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not be
provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                    ARTICLE X

                                SUCCESSOR ENTITY

SECTION 10.01 Company May Consolidate, Etc.

      Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company) or successive consolidations or
mergers in which the Company or its

                                       42


successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or its
successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company or its successor
or successors) authorized to acquire and operate the same; provided, however,
the Company hereby covenants and agrees that, upon any such consolidation or
merger (in each case, if the Company is not the survivor of such transaction),
sale, conveyance, transfer or other disposition, the due and punctual payment of
the principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor and
the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or performed by the
Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

SECTION 10.02 Successor Entity Substituted.

      (a)   In case of any such consolidation, merger, sale, conveyance,
            transfer or other disposition and upon the assumption by the
            successor entity by supplemental indenture, executed and delivered
            to the Trustee and satisfactory in form to the Trustee, of the due
            and punctual payment of the principal of, premium, if any, and
            interest on all of the Securities of all series Outstanding and the
            due and punctual performance of all of the covenants and conditions
            of this Indenture or established with respect to each series of the
            Securities pursuant to Section 2.01 to be performed by the Company
            with respect to each series, such successor entity shall succeed to
            and be substituted for the Company with the same effect as if it had
            been named as the Company herein, and thereupon the predecessor
            corporation shall be relieved of all obligations and covenants under
            this Indenture and the Securities.

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

      (c)   Nothing contained in this Article shall require any action by the
            Company in the case of a consolidation or merger of any Person into
            the Company where the Company is the survivor of such transaction,
            or the acquisition by the Company, by purchase or otherwise, of all
            or any part of the property of any other Person (whether or not
            affiliated with the Company).

SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

      The Trustee, subject to the provisions of Section 7.01, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article.

                                       43


                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge of Indenture.

      If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.05); or (b)
all such Securities of a particular series 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 the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations sufficient or a combination thereof, sufficient
(assuming that no tax liability will be imposed on the Trustee) in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder with respect to such series by the Company then this
Indenture shall thereupon cease to be of further effect with respect to such
series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10, that shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.05, that shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

SECTION 11.02 Discharge of Obligations.

      If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.05 shall survive.

                                       44


SECTION 11.03 Deposited Moneys to be Held in Trust.

      Subject to Section 11.05, all moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any paying
agent (including the Company acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

SECTION 11.04 Payment of Moneys Held by Paying Agents.

      In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

SECTION 11.05 Repayment to Company.

      Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
or premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for two years
after the date upon which the principal of (and premium, if any) or interest on
such Securities shall have respectively become due and payable, shall be repaid
to the Company or (if then held by the Company) shall be discharged from such
trust in each case, promptly after the end of any such two-year period or, at
the request of the Company, on a later date specified by the Company; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                   ARTICLE XII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01 No Recourse.

      No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained

                                       45


in this Indenture or in any of the Securities or implied therefrom; and that any
and all such personal liability of every name and nature, either at common law
or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issuance of such Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.01 Effect on Successors and Assigns.

      All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

SECTION 13.02 Actions by Successor.

      Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

SECTION 13.03 Surrender of Company Powers.

      The Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

SECTION 13.04 Notices.

      Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows: [ ]. Any notice, election, request or demand by
the Company 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 in writing
at the Corporate Trust Office of the Trustee. Any notice or communication to a
holder shall be mailed by first-class mail to his address shown on the Security
Register kept by the Security Registrar. Failure to mail a notice or
communication to a holder or any defect in such notice or communication shall
not affect its sufficiency with respect to other holders. If a notice or
communication is mailed or sent in the manner provided above within the time
prescribed, it is duly given as of the date it is mailed, whether or not the
addressee receives it, except that notice to the Trustee or the Company shall
only be effective upon receipt thereof by the Trustee or the Company,
respectively. If the

                                       46


Company mails a notice or communication to holders of Securities, it shall mail
a copy to the Trustee at the same time.

SECTION 13.05 Governing Law.

      This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

SECTION 13.06 Treatment of Securities as Debt.

      It is intended that the Securities will be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

SECTION 13.07 Compliance Certificates and Opinions.

      (a)   Upon any application or demand by the Company to the Trustee to take
            any action under any of the provisions of this Indenture, the
            Company, shall furnish to the Trustee an Officers' 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.

      (b)   Each certificate or opinion provided for in this Indenture and
            delivered to the Trustee with respect to compliance with a condition
            or covenant in this Indenture shall include (1) a statement that the
            Person making such certificate or opinion has read such covenant or
            condition; (2) a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or opinions
            contained in such certificate or opinion are based; (3) a statement
            that, in the opinion of such Person, he has made such examination or
            investigation as is necessary to enable him to express an informed
            opinion as to whether or not such covenant or condition has been
            complied with; and (4) a statement as to whether or not, in the
            opinion of such Person, such condition or covenant has been complied
            with.

SECTION 13.08 Payments on Business Days.

      Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in one
or more indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

                                       47


SECTION 13.09 Conflict with Trust Indenture Act.

      If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 13.10 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 13.11 Separability.

      In case any one or more of the provisions contained in this Indenture or
in the Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

SECTION 13.12 Assignment.

      The Company will have the right at all times to assign any of its rights
or obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company, will remain liable for all such obligations. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 14.01 Subordination Terms.

      The payment by the Company of the principal of, premium, if any, and
interest on any series of Securities issued hereunder shall be subordinated to
the extent set forth in an indenture supplemental hereto relating to the
Securities of such series.

                                       48


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

                           ARIAD PHARMACUETICALS, INC.

                           By:______________________________________________
                              Name:
                              Title:

                           [                     ],
                           As Trustee

                           By:______________________________________________
                              Name:
                              Title:

                                       49

EX-5.1

EXHIBIT 5.1

One Financial Center
Boston, MA 02111
617-542-6000
617-542-2241 fax
www.mintz.com

January 11, 2010

ARIAD Pharmaceuticals, Inc.

26 Landsdowne Street

Cambridge, MA 02139

Ladies and Gentlemen:

We have acted as counsel to ARIAD Pharmaceuticals, Inc., a Delaware corporation (the ‘‘Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the ‘‘Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended (the “Securities Act”), the following:

(i) common stock, $0.001 par value per share (the “Common Stock”);

(ii) preferred stock, $0.01 par value per share (the “Preferred Stock”);

(iii) senior debt securities, in one or more series (the “Senior Debt Securities”), which may be issued pursuant to an indenture to be dated on or about the date of the first issuance of Senior Debt Securities thereunder, by and between the Company and a trustee to be selected by the Company, in the form attached as Exhibit 4.8 to the Registration Statement, as such indenture may be amended or supplemented from time to time (the “Senior Indenture”);

(iv) subordinated debt securities, in one or more series (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), which may be issued pursuant to an indenture to be dated on or about the date of the first issuance of Subordinated Debt Securities thereunder, by and between the Company and a trustee to be selected by the Company, in the form attached as Exhibit 4.9 to the Registration Statement, as such indenture may be amended or supplemented from time to time (the “Subordinated Indenture”);

(v) warrants to purchase Common Stock, Preferred Stock, and/or Debt Securities (the “Warrants”), which may be issued under warrant agreements, to be dated on or about the date of the first issuance of the applicable Warrants thereunder, by and between the Company and a warrant agent to be selected by the Company (each, a “Warrant Agreement”);

(vi) rights to purchase Common Stock, Preferred Stock or Debt Securities (the “Rights”), which may be issued pursuant to a rights agreement and certificates issued thereunder, to be dated on or about the date of the first issuance of the applicable Rights thereunder, by and between the Company and a rights agent to be selected by the Company (each, a “Rights Agreement”);

(vii) purchase contracts, including contracts obligating holders to purchase from the Company and for the Company to sell to such holders, or obligating the Company to purchase from holders and for such holders to sell to the Company, a specific or variable number of the Debt Securities, shares of Common Stock, Preferred Stock, Warrants or Rights, or securities of an entity unaffiliated with the Company, or any combination thereof, at a future date or dates (each, a “Purchase Contract”); and

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

(viii) units comprised of one or more Debt Securities, shares of Common Stock, shares of Preferred Stock, Rights, Purchase Contracts and Warrants, in any combination (the “Units”), which may be issued under unit agreements, to be dated on or about the date of the first issuance of the applicable Units thereunder, by and between the Company and a unit agent to be selected by the Company (each, a “Unit Agreement”).

The Common Stock, the Preferred Stock, the Debt Securities, the Warrants, the Rights, the Purchase Contracts and the Units are collectively referred to herein as the “Securities. ” The Securities are being registered for offering and sale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The maximum aggregate public offering price of the Securities being registered will be $125,000,000.

In connection with this opinion, we have examined the Company’s Certificate of Incorporation and By-Laws, both as currently in effect, such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant, as well as the Registration Statement and the exhibits thereto.

In our capacity as counsel to the Company in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Securities. For purposes of this opinion, we have assumed that such proceedings will be timely and properly completed, in accordance with all requirements of applicable federal and Delaware laws, in the manner presently proposed.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.

Members of our firm are admitted to the Bar of the Commonwealth of Massachusetts, and we do not express any opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws), the United States federal laws and, as to the Debt Securities constituting valid and legally binding obligations of the Company, the laws of the State of New York. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts. No opinion is expressed herein with respect to (i) the qualification of the Securities under the securities or blue sky laws of any state or any foreign jurisdiction or (ii) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof. The Securities may be issued from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof.

Based upon the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:

1. With respect to the Common Stock, when (i) specifically authorized for issuance by the Company’s Board of Directors or an authorized committee thereof (the “Authorizing Resolutions”), (ii) the Registration Statement, as finally amended (including all post-effective amendments), has become effective under the Securities Act, (iii) an appropriate prospectus supplement with respect to the applicable shares of Common Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder, (iv) if the applicable shares of Common Stock are to be sold pursuant to a purchase, underwriting or similar agreement (an “Underwriting Agreement”), such Underwriting Agreement with respect to the applicable shares of Common Stock in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto, (v) the terms of the sale of the Common Stock have been duly established in conformity with the Company’s then operative Certificate of Incorporation and By-laws and do not

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violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vi) the Common Stock has been issued and sold as contemplated by the Registration Statement and the prospectus included therein, and (vii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, the Common Stock will be validly issued, fully paid and nonassessable.

2. With respect to the Preferred Stock, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement, as finally amended (including all post-effective amendments), has become effective under the Securities Act, (iii) an appropriate prospectus supplement with respect to the applicable shares of Preferred Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder, (iv) if the applicable shares of Preferred Stock are to be sold pursuant to an Underwriting Agreement, such Underwriting Agreement with respect to the applicable shares of Preferred Stock in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto, (v) an appropriate Certificate or Certificates of Amendment or Designation relating to a class or series of the Preferred Stock to be sold under the Registration Statement has been duly authorized and adopted and filed with the Secretary of State of Delaware, (vi) the terms of issuance and sale of shares of such class or series of Preferred Stock have been duly established in conformity with the Company’s then operative Certificate of Incorporation and By-laws and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vii) shares of such class or series of Preferred Stock have been duly issued and sold as contemplated by the Registration Statement and the prospectus included therein, and (viii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, such Preferred Stock will be validly issued, fully paid, and nonassessable.

3. With respect to the Debt Securities, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement, as finally amended (including all post-effective amendments), has become effective under the Securities Act, (iii) an appropriate prospectus supplement with respect to the applicable Debt Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder, (iv) if the applicable Debt Securities are to be sold pursuant to an Underwriting Agreement, such Underwriting Agreement with respect to the applicable Debt Securities in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto; (v) the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the Senior Indenture or the Subordinated Indenture, whichever the case may be, and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vi) such Debt Securities have been duly executed and authenticated in accordance with the Senior Indenture or the Subordinated Indenture, whichever the case may be, and issued and sold as contemplated in the Registration Statement and the prospectus included therein, (vii) the Senior Indenture or the Subordinated Indenture, whichever the case may be, relating to the Debt Securities has been qualified under the Trust Indenture Act of 1939, as amended, and (viii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, such Debt Securities will constitute valid and legally binding obligations of the Company.

4. With respect to the Warrants, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement, as finally amended (including all post-effective amendments), has become effective under the Securities Act, (iii) the Warrant Agreement relating to the Warrants has been duly authorized, executed, and delivered, (iv) an appropriate prospectus supplement with respect to the applicable Warrants has been prepared, delivered and filed in compliance with the Securities Act and

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the applicable rules and regulations thereunder; (v) if the applicable Warrants are to be sold pursuant to an Underwriting Agreement, such Underwriting Agreement with respect to the applicable Warrants in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto, (vi) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vii) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement and issued and sold as contemplated by the Registration Statement and the prospectus included therein, and (viii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, the Warrants will constitute valid and legally binding obligations of the Company.

5. With respect to the Rights, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement, as finally amended (including all post-effective amendments), has become effective under the Securities Act, (iii) the Rights Agreement and any certificates relating to the Rights have been duly authorized, executed, and delivered, (iv) an appropriate prospectus supplement with respect to the applicable Rights has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (v) if the applicable Rights are to be sold pursuant to an Underwriting Agreement, such Underwriting Agreement with respect to the applicable Rights in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto, (vi) the terms of the Rights and of their issuance and sale have been duly established in conformity with the Rights Agreement and any rights certificates and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vii) the Rights have been duly executed and countersigned in accordance with the Rights Agreement and issued and sold as contemplated by the Registration Statement and the prospectus included therein, and (viii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, the Rights will constitute valid and legally binding obligations of the Company.

6. With respect to the Purchase Contracts, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement, as finally amended (including all post-effective amendments), has become effective under the Securities Act, (iii) the Purchase Contracts have been duly authorized, executed, and delivered, (iv) an appropriate prospectus supplement with respect to the applicable Purchase Contracts has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (v) if the applicable Purchase Contracts are to be sold pursuant to an Underwriting Agreement, such Underwriting Agreement with respect to the applicable Purchase Contracts in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto, (vi) the terms of the Purchase Contracts and of their issuance and sale have been duly established in conformity with the Purchase Contracts and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vii) the Purchase Contracts have been duly executed, countersigned, issued and sold as contemplated by the Registration Statement and the prospectus included therein, and (viii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, the Purchase Contracts will constitute valid and legally binding obligations of the Company.

7. With respect to the Units, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement, as finally amended (including all post-effective amendments),

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has become effective under the Securities Act, (iii) the Unit Agreement relating to the Units has been duly authorized, executed, and delivered, (iv) an appropriate prospectus supplement with respect to the applicable Units has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (v) if the applicable Units are to be sold pursuant to an Underwriting Agreement, such Underwriting Agreement with respect to the applicable Units in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Current Report on Form 8-K, has been duly authorized, executed and delivered by the Company and the other parties thereto, (vi) the terms of the Units and of their issuance and sale have been duly established in conformity with the Unit Agreement and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (vii) the Units have been duly executed and countersigned in accordance with the Unit Agreement and issued and sold as contemplated by the Registration Statement and the prospectus included therein, and (viii) the Company has received the consideration provided for in the Authorizing Resolutions and, if applicable, the Underwriting Agreement, the Units will constitute valid and legally binding obligations of the Company.

The opinions set forth above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; and (v) we express no opinion with respect to whether acceleration of any Debt Securities may affect the ability to collect any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible and we have assumed that the Senior Indenture and the Subordinated Indenture will be duly authorized, executed, and delivered by the respective trustees thereunder and the Warrant Agreement, Rights Agreement and Unit Agreement will be duly authorized, executed, and delivered by the warrant agent, rights agent and unit agent, respectively, thereunder and the Purchase Contracts will be duly authorized, executed, and delivered by the other parties thereto. With respect to our opinion as to the Common Stock and Securities convertible into or exercisable for shares of Common Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock are authorized and available for issuance under the Company’s Certificate of Incorporation as then in effect and that the consideration for the issuance and sale of the Common Stock (or Purchase Contracts, Preferred Stock, Debt Securities convertible into Common Stock or Warrants or Rights exercisable for Common Stock or any Units of such Securities) is in an amount that is not less than the par value of the Common Stock. With respect to our opinion as to the Preferred Stock and Securities convertible into or exercisable for shares of Preferred Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Preferred Stock are authorized, designated and available for issuance and that the consideration for the issuance and sale of the Preferred Stock (or Purchase Contracts, Debt Securities convertible into Preferred Stock or Warrants or Rights exercisable for Preferred Stock or any Units of such Securities) is in an amount that is not less than the par value of the Preferred Stock. We have also assumed that any Warrants, Rights, Purchase Contracts and Units offered under the Registration Statement, and the related Warrant Agreement, Rights Agreement, Purchase Contract and Unit Agreement, as applicable, will be executed in the forms filed as exhibits to the Registration Statement or incorporated by reference therein. We have not independently verified any of the foregoing assumptions.

It is understood that this opinion is to be used only in connection with the offer and sale of Securities while the Registration Statement is in effect.

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Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firm’s name therein and in the prospectus included therein under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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EX-12.1

EXHIBIT 12.1

ARIAD Pharmaceuticals, Inc.
Computation of Deficiency of Earnings to Fixed Charges

																Nine Months
																Ended
	Year Ended December 31,															September 30,
	2004			2005			2006			2007			2008			2009
	($ in thousands)
Earnings (loss):
Pretax income from continuing operations	$	(35,573	)	$	(55,482	)	$	(61,928	)	$	(58,522	)	$	(71,052	)	$	(62,000	)
Fixed charges (from below)		395			587			606			481			705			339
Amortization of capitalized interest		0			14			14			14			0			0
Interest capitalized		0			(42	)		0			0			0			0
Total earnings (loss)	$	(35,178	)	$	(54,923	)	$	(61,308	)	$	(58,027	)	$	(70,347	)	$	(61,661	)
Fixed charges:
Interest expensed	$	272		$	422		$	483		$	337		$	550		$	225
Interest capitalized		0			42			0			0			0			0
Interest portion of rent expense		123			123			123			144			155			114
	$	395		$	587		$	606		$	481		$	705		$	339
Coverage deficiency	$	35,573		$	55,510		$	61,914		$	58,508		$	71,052		$	62,000

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 12, 2009, relating to the consolidated financial statements of ARIAD Pharmaceuticals, Inc. and the effectiveness of ARIAD Pharmaceuticals, Inc.’s internal control over financial reporting appearing in the Annual Report on Form 10-K of ARIAD Pharmaceuticals, Inc. for the year ended December 31, 2008, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/  DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 8, 2010