As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

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

Pitney Bowes Inc.

(exact name of registrant as specified in its charter)

Delaware                     06-0495050
(State or other jurisdiction          (IRS Employer
of incorporation or organization)     Identification No.)

World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
(Address and telephone number of registrant's principal executive offices)

Sara E. Moss, Esq.
Vice President and General Counsel
Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 351-7924
(Name, address and telephone number of agent for service)

Copies to:
-------------------------

Sarah Jones Beshar, Esq.            Robert S. Risoleo, Esq.
Davis Polk & Wardwell             Ann Bailen Fisher, Esq.
450 Lexington Avenue                Sullivan & Cromwell
New York, New York 10017                125 Broad Street
(212) 450-4000                 New York, New York 10004
(212) 558-4000

Approximate date of commencement of proposed sale to the public:  From
time to time after the effective date of this Registration Statement as
determined in light of market conditions and other factors.

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

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.

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

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

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

CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed               Proposed
Title of Each               Amount              Maximum                Maximum              Amount of
Class of Securities             to be           Offering Price           Aggregate            Registration
to be Registered            Registered(*)       Per Unit(**)        Offering Price(**)           Fee
- -----------------------------------------------------------------------------------------------------------

Debt Securities............    $468,000,000             100%              $468,000,000            $138,060
===========================================================================================================

- --------------------
(*)  Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result
in an aggregate initial offering price equivalent to $468,000,000 at
the time of initial offering, (2) are issued at an original issue
discount, such greater principal amount as shall result in an aggregate
initial offering price of $468,000,000, or (3) are issued with their
principal amount payable at maturity to be determined with reference to
a currency exchange rate or other index, such principal amount as shall
result in an aggregate initial offering price of $468,000,000.

(**) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (a).

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to $32,000,000 of debt
securities registered and remaining unissued under Registration Statement No.
33-33948 previously filed by Registrant, in respect of which $8,000 has been
paid to the Commission as filing fee.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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[LOGO]

PITNEY BOWES INC.
DEBT SECURITIES

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

Pitney Bowes Inc. (the "Company") from time to time may offer
in one or more series its unsecured debt securities consisting of notes or
debentures (the "Debt Securities") for issuance and sale at an aggregate
initial offering price not to exceed $500,000,000 (or the equivalent at the
time of offering in non-U.S. dollar denominated currencies or units).  As used
herein, Debt Securities shall include securities denominated, or whose
principal is payable, in United States dollars, or, at the option of the
Company, in any other currency or in composite currencies or in amounts
determined by reference to an index.  Debt Securities will be offered in
amounts, at prices and on the terms to be determined at the time of sale and
to be set forth in supplements to this Prospectus.  The Company may sell Debt
Securities to underwriters, to or through dealers, acting as principals for
their own accounts or acting as agents, or directly to investors. See "Plan of
Distribution".

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The terms of each issue of the Debt Securities, including,
where applicable, the specific designation, aggregate principal amount,
denominations, maturity, interest rate or rates (which may be fixed or
variable), if any, and time of payment of any such interest, terms for
redemption at the option of the Company or any holders, if any, terms for
sinking fund payments, if any, the initial public offering price or prices,
the names of any underwriters or agents, the principal amounts, if any, to be
purchased by underwriters and the compensation of such underwriters or agents
and the other terms in connection with the offering and sale of the Debt
Securities in respect of which this Prospectus is being delivered, will be set
forth in an accompanying Prospectus Supplement (the "Prospectus Supplement").

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

This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.

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

The date of this Prospectus is April 29, 1998.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

No dealer, salesperson or other person has been authorized to
give any information or to make any representations not contained or
incorporated by reference in this Prospectus or the Prospectus Supplement, and,
if given or made, such information or representations must not be relied upon
as having been authorized.  This Prospectus and the Prospectus Supplement do
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which they relate or an offer to sell, or a
solicitation of an offer to buy, such securities in any jurisdiction where
such an offer or solicitation would be unlawful.  Neither the delivery of this
Prospectus or any Prospectus Supplement nor any sale made hereunder or
thereunder shall, under any circumstances, create any implication that the
information contained or incorporated by reference herein or therein is
correct as of any time subsequent to their respective dates.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").  Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: New York Regional Office, Seven World Trade Center,
New York, New York 10048 and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661.  Copies of such material can be obtained
at prescribed rates by writing to the Commission, Public Reference Section,
450 Fifth Street, NW, Washington, D.C. 20549.  Certain securities of the
Company are listed on the New York Stock Exchange (the "NYSE") and reports and
other information concerning the Company may be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.  In addition, the Commission
maintains a Website that contains reports, proxy and information statements
and other materials of registrants that file electronically (including the
Company) through the Commission's Electronic Data Gathering Analysis and
Retrieval System.  The Website can be accessed at http://www.sec.gov.

This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and to
the exhibits relating thereto for further information with respect to the
Company and the Debt Securities.  Any statements contained herein concerning
the provisions of any document are not necessarily complete, and in each
instance, reference is made to the copy of such document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission.  Each
such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There is hereby incorporated in this Prospectus by reference
the following document which has been filed with the Commission (File No.
001-03579):

(i)  the Company's Annual Report on Form 10-K for the year
ended December 31, 1997  (which incorporates by reference portions of the
Company's Proxy Statement on Schedule 14A filed March 31, 1998); and

(ii) the Company's Current Report on Form 8-K filed February
23, 1998.

All documents filed with the Commission pursuant to sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that any statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, on written or oral request of such
person, a copy of any or all of the foregoing documents which have been or may
be incorporated in this Prospectus by reference, other than exhibits to such
documents, unless such exhibits shall have been specifically incorporated by
reference into such documents.  Requests for such copies should be directed to
the Corporate Secretary, Pitney Bowes Inc., World Headquarters, One Elmcroft
Road, Stamford, Connecticut 06926-0700, telephone (203) 356-5000.

THE COMPANY

The Company and its subsidiaries operate within three industry
segments: business equipment, business services, and commercial and industrial
financing.  The Company operates in two geographic areas: the United States
and outside the United States.  Together with its affiliates, the Company
employs approximately 30,000 people throughout the United States, Europe,
Canada and other countries.

The Company, a Delaware corporation organized in 1920, is
listed on the NYSE.  The World Headquarters of the Company are located at One
Elmcroft Road, Stamford, Connecticut 06926-0700 (telephone 203-356-5000).

USE OF PROCEEDS

Except as may be set forth in the Prospectus Supplement, the
Company intends to use the net proceeds from the sales of the Debt Securities
to repay short-term debt, to repurchase the Company's common stock, to reduce
or retire from time to time other indebtedness and for other general corporate
purposes including possible acquisitions.   The precise amount and timing of
sales of the Debt Securities will be dependent on market conditions and the
availability and cost of other funds to the Company.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of the Company's
earnings to fixed charges excluding minority interest for the periods
indicated:

Years Ended December 31,
--------------------------------------------
1997      1996      1995      1994      1993
----      ----      ----      ----      ----
4.23      3.79      3.28      3.39      3.24

For the purpose of computing the ratio of earnings to fixed
charges excluding minority interest, earnings have been calculated by adding
to income from continuing operations before income taxes the amount of fixed
charges.  Fixed charges consist of interest on debt and a portion of net
rental expense deemed to represent interest.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the Indenture under which the Debt Securities are to be issued.
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each issue of the Debt Securities (the "Offered Debt
Securities") offered by any Prospectus Supplement and the extent, if any, to
which the general provisions may apply to the Offered Debt Securities so
offered will be described in the Prospectus Supplement relating to such
Offered Debt Securities.

Offered Debt Securities are to be issued under an Indenture
(the "Indenture"), between the Company and SunTrust Bank, Atlanta, as Trustee.
A copy of the form of Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part.  The statements under this
caption relating to the Debt Securities and the Indenture are summaries and do
not purport to be complete.  Such summaries make use of terms defined in the
Indenture and are qualified in their entirety by express reference to
provisions of the Indenture (including definitions therein of certain terms)
which is incorporated by reference herein.  The term "Securities" as used
under this caption, refers to all Securities which may be issued under the
Indenture and includes the Debt Securities.  All section references appearing
herein are to sections of the Indenture.

General

The Debt Securities will be unsecured obligations of the
Company and will rank on a parity with all other unsecured unsubordinated
indebtedness of the Company.  As of the date of this Prospectus, no Securities
have been issued under the Indenture.  The Indenture does not limit the
aggregate principal amount of Securities which may be issued thereunder and
provides that Securities may be issued thereunder from time to time in one or
more series.

Reference is made to the applicable Prospectus Supplement for
the following terms of and information relating to the Offered Debt
Securities: (i) the title of the Offered Debt Securities; (ii) any limit on
the aggregate principal amount of the Offered Debt Securities; (iii) the price
or prices at which the Offered Debt Securities will be issued; (iv)  the date
or dates on which principal of, and any premium on, the Offered Debt
Securities will be payable; (v) the rate or rates (which may be fixed or
variable) at which the Offered Debt Securities shall bear interest, if any, or
the method by which such rate or rates shall be determined, the basis on which
such interest, if any, shall be calculated if other than a 360-day year
consisting of twelve 30-day months, the date or dates from which such
interest, if any, will accrue and on which such interest, if any, will be
payable and the related record dates; (vi) if other than the offices of the
Trustee, the place where the principal of, and any premium and interest on,
the Offered Debt Securities will be payable; (vii) any redemption, repayment
or sinking fund provisions; (viii) if other than denominations of $1,000 or
multiples thereof, the denominations in which the Offered Debt Securities will
be issuable; (ix) if other than the principal amount thereof, the portion of
the principal amount due upon acceleration; (x) if other than U.S. dollars,
the currency or currencies or currency unit or currency units in which the
Offered Debt Securities will be denominated and in which principal of, and
premium, if any, and interest, if any, on, the Offered Debt Securities  will
or may be payable; (xi) any index or formula used to determine the amount of
payments of principal of and any premium and interest on the Offered Debt
Securities; (xii) the terms and conditions, if any, pursuant to which the
Offered Debt Securities may be converted or exchanged for other securities of
the Company or any other person; (xiii) whether the Offered Debt Securities
shall be issued in the form of one or more Global Securities (as defined in
"Book-Entry System"); (xiv) the identity of any trustees, depositaries,
authenticating or paying agents, transfer agents or registrars with respect to
the Offered Debt Securities and (xv) any other specific terms of the Offered
Debt Securities not inconsistent with the Indenture.  (Section 3.01)

Unless otherwise indicated in the Prospectus Supplement
relating thereto, the Offered Debt Securities are to be issued as registered
securities without coupons in denominations of $1,000 and  any integral
multiple of $1,000. (Section 3.02)  No service charge will be made for any
transfer or exchange of such Offered Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 3.05)

Securities may be issued under the Indenture as Original Issue
Discount Securities to be sold at a substantial discount below their stated
principal amount.  Federal income tax consequences and other considerations
applicable to Offered Debt Securities will be described in the Prospectus
Supplement relating thereto. (Section 3.01)

Certain Definitions

The term "Attributable Debt" in respect of any Sale and
Lease-Back Transaction means as of the time of the determination, the lesser
of (i) the sale price of the Principal Domestic Manufacturing Plant so leased
multiplied by a fraction the numerator of which is the remaining portion of
the base term of the lease included in such transaction and the denominator of
which is the base term of such lease, and (ii) the total obligation
(discounted to present value at the implicit interest factor, determined in
accordance with generally accepted financial practice, included in the rental
payments, or, if such interest factor cannot readily be determined, at a rate
of interest of 11% per annum, compounded semiannually) under the lease for
rental payments (other than amounts required to be paid on account of property
taxes as well as maintenance, repairs, insurance, water rates and other items
which do not constitute payments for property rights (such as those based on
real or energy costs or savings) during the remaining portion of the base term
of the lease included in such transaction).

The term "Consolidated Net Tangible Assets" means as of any
particular time the aggregate amount of assets after deducting therefrom (a)
all current liabilities (excluding any such liability that by its terms is
extendable or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being
computed) and (b) all goodwill, excess of cost over assets acquired, patents,
copyrights, trademarks, trade names, unamortized debt discount and expense and
other like intangibles, all as shown in the most recent consolidated financial
statements of the Company and its Subsidiaries prepared in accordance with
generally accepted accounting principles.

The term "Consolidated Net Worth" means the sum of (i) the par
value or stated value of the capital stock of the Company, (ii) the capital in
excess of par value and (iii) the retained earnings, all as shown on the most
recent consolidated balance sheet of the Company and its Subsidiaries,
prepared in accordance with generally accepted accounting principles.

The term "Principal Domestic Manufacturing Plant" means any
manufacturing or processing plant or warehouse (other than such manufacturing
plant or warehouse which, in the opinion of the Board of Directors, is not of
material importance to the total business conducted by the Company and its
Subsidiaries taken as a whole) together with the land upon which it is erected
and fixtures comprising a part thereof owned by the Company or any Subsidiary
and located in the United States, if the gross book value (without deduction
of any depreciation reserves) of all real property and fixed assets included
in such plant on the date as of which the determination is being made exceeds
1% of Consolidated Net Worth.

The term "Restricted Subsidiary" means any Subsidiary which is
organized under the laws of the United States or of any State or of the
District of Columbia and transacts all or a substantial portion of its
business in the United States and which owns a Principal Domestic
Manufacturing Plant; provided, however, that the term shall not include Pitney
Bowes Credit Corporation or any other Subsidiary (a) which is solely or
primarily engaged in the business of providing or obtaining financing for the
sale or lease of products sold or leased by the Company or any Subsidiary or
which is otherwise primarily engaged in the business of a finance company
either on a secured or an unsecured basis or (b) which is solely or primarily
engaged in the business of owning, developing or leasing real property other
than a Principal Domestic Manufacturing Plant.

The term "Sale and Lease-Back Transaction" of a corporation
means any arrangement whereby property has been or is to be sold or
transferred by such corporation to any Person with the intention on the part
of such corporation of taking back a lease of such property with a term of
more than 36 months pursuant to which the rental payments are calculated to
amortize the purchase price of such property substantially over the useful
life of such property, and such property is in fact so leased by such
corporation.

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

The term "U.S. Government Obligations" means securities which
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 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, which, in
either case are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligations or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in respect
of the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

The term "Wholly-Owned Restricted Subsidiary" means a
Restricted Subsidiary all of the outstanding voting stock of which, other than
directors' qualifying shares, and all the Preferred Stock (as defined) of
which shall at the time be owned by the Company or by one or more other
Wholly-Owned Restricted Subsidiaries, or by the Company and one or more other
Wholly-Owned Restricted Subsidiaries. (Section 1.01)

Certain Restrictions

Limitations on Liens

The Indenture provides that if the Company or any Restricted
Subsidiary shall issue, assume, guarantee or become liable for any evidence of
indebtedness for money borrowed ("Indebtedness") secured by a mortgage,
security interest, pledge or lien ("Mortgage") on any Principal Domestic
Manufacturing Plant, or shares of capital stock or Indebtedness of any
Restricted Subsidiary, the Company will secure or cause to be secured the Debt
Securities equally and ratably with (or prior to) such secured Indebtedness,
unless the aggregate amount of all such secured Indebtedness would not exceed
10% of Consolidated Net Tangible Assets.  (Section 10.06)

Such limitation will not apply to Indebtedness secured by (a)
Mortgages on property of any corporation existing at the time such corporation
becomes a Restricted Subsidiary, (b) Mortgages on any property existing at the
date of the initial issuance of securities pursuant to the Indenture or at the
time of acquisition thereof, (c) Mortgages on property of a corporation
existing at the time such corporation is acquired (including by way of merger
or consolidation) by the Company or a Restricted Subsidiary or a Restricted
Subsidiary is merged into such corporation or at the time of a sale, lease or
other disposition of the properties of such corporation (or a division
thereof) as an entirety or substantially as an entirety to the Company or a
Restricted Subsidiary, provided that such mortgage as a result of such merger,
consolidation, sale, lease or other disposition is not extended to property
owned by the Company or such Restricted Subsidiary immediately prior thereto,
(d) Mortgages securing Indebtedness of a Wholly-Owned Restricted Subsidiary
to the Company or to another Wholly-Owned Restricted Subsidiary, (e) purchase
money and construction Mortgages entered into within specified time limits,
(f) mechanics' liens, tax liens, liens in favor of, and to secure progress,
advance or other payments or the acquisition of real or personal property from
any governmental body pursuant to contract or provision of statute, and other
liens, charges and encumbrances incidental to construction, conduct of
business or ownership of property of the Company or any Restricted Subsidiary
which were not incurred in connection with borrowing money, obtaining advances
or credits or the acquisition of property and in the aggregate do not
materially impair the use of any Principal Domestic Manufacturing Plant for
which it is held or which are being contested in good faith, (g) liens arising
by reason of any judgment, decree or order of a court so long as proceedings
to review such judgments shall not have been terminated or the period in which
to initiate such proceedings shall not have expired, or (h) any extension,
renewal or replacement of any of the aforementioned Mortgages not in excess of
the principal amount of such Indebtedness plus the fee incurred in connection
with such transaction.  (Section 10.06)

Limitations on Sale and Leaseback Transactions

The Indenture provides that neither the Company nor any
Restricted Subsidiary may enter into any Sale and Lease-

Back Transaction involving any Principal Domestic Manufacturing Plant unless
the aggregate amount of all Attributable Debt with respect to such
transactions plus all Indebtedness secured by Mortgages on Principal Domestic
Manufacturing Plants (with the exception of secured Indebtedness which is
excluded as described in "Limitations on Liens" above) would not exceed 10% of
Consolidated Net Tangible Assets.

Such limitation will not apply to any Sale and Lease-Back
Transaction if (a) the lease is for a period of not more than three years, (b)
the purchaser's commitment is obtained within 180 days after the acquisition,
construction or placing in service of the Principal Domestic Manufacturing
Plant, (c) the rent payable pursuant to such lease is to be reimbursed under a
contract with the United States Government or any instrumentality or agency
thereof, (d) the transaction is between the Company and a Wholly-Owned
Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries, (e) the
Company or such Restricted Subsidiary would be entitled as described in
"Limitations on Liens" above, to mortgage such Principal Domestic
Manufacturing Plant without equally and ratably securing the Debt Securities,
or (f) the Company or such Restricted Subsidiary, within 180 days after the
effective date of the transaction, applies to the retirement of Debt
Securities or other Indebtedness of the Company or a Restricted Subsidiary an
amount equal to (A) either (i) the lesser of the net proceeds of the sale or
transfer or the book value at the date of such sale or transfer of the
Principal Domestic Manufacturing Plant leased, if the transaction is for cash,
or (ii) the lesser of the fair market value or the net book value at the date
of such sale or transfer of the Principal Domestic Manufacturing Plant leased,
if the transaction is for other than cash, minus (B) the amount equal to the
principal amount of Debt Securities delivered to the Trustee within such 180
days for cancellation and the principal amount of Indebtedness voluntarily
retired within such 180 days.  (Section 10.07)

Restriction on Consolidation, Merger, Conveyance, Transfer or Lease

The Indenture provides that no consolidation or merger of the
Company with or into any other Person and no conveyance, transfer or lease of
its property substantially as an entirety to another Person may be made (1)
unless (i) the surviving corporation or acquiring Person shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof, or the District of Columbia and shall expressly
assume the payment of principal and any premium and interest on all the
Securities and the performance of every covenant in the Indenture; (ii)
immediately after giving effect to such transaction, no Event of Default, and
no event which after notice or lapse of time would become an Event of Default,
shall have happened and be continuing; (iii) if, as a result thereof, any
assets of the Company would become subject to a mortgage or other encumbrance
which is not expressly permitted by the Indenture (see "Certain
Restrictions--Limitations on Liens") unless all the outstanding Securities are
secured by a lien upon such assets equal with (or prior to) that of the
indebtedness secured by such mortgage or encumbrance; and (iv) the Company has
delivered the required Officers' Certificate and Opinion of Counsel to the
Trustee. (Section 8.01)

The Trustee

The Indenture contains certain limitations on the right of the
Trustee, as a creditor of the Company, to obtain payment or claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise. (Section 6.13)

SunTrust Bank, Atlanta, the Trustee under the Indenture,
maintains a banking relationship with Pitney Bowes Credit Corporation, a
Delaware corporation and a subsidiary of the Company.

Book-Entry System

If so specified in the applicable Prospectus Supplement, the
Offered Debt Securities may be represented by  one or more certificates in
global form (each a "Global Security").  Each Global Security will be
deposited with, or on behalf of, a depositary, which, unless otherwise
specified in the applicable Prospectus Supplement, will be The Depository
Trust Company ("DTC"), New York, New York (including any successor depositary
appointed by the Company, the "Depositary").  The Global Securities will be
registered in the name of the Depositary or its nominee.

DTC has advised the Company that DTC is a limited purpose trust
company organized under the laws of the State of New York, a "banking
organization" within the meaning of the New York banking law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Exchange Act.  DTC was created to hold
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates.  The Depositary's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of which (and/or
representatives of which) own the Depositary.  Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly.

Upon the issuance of a Global Security, the Depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security
to the accounts of participants.  The accounts to be credited will be
designated by the underwriters, dealers or agents, if any, or by the Company,
if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in a Global Security will be
shown on, and the transfer of that ownership interest will be effected only
through, records maintained by the Depositary or its nominee (with respect to
interests of participants) and on the records of participants (with respect to
interests of persons other than participants).  The laws of some jurisdictions
may require that certain purchasers of securities take physical delivery of
such securities in certificated form.  Such laws may impair the ability to
transfer beneficial interests in a Global Security.

So long as the Depositary or its nominee is the registered
owner of a Global Security, the Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in such Global
Security will not be entitled to have the Debt Securities represented thereby
registered in their names, will not receive or be entitled to receive physical
delivery of certificates representing the Debt Securities and will not be
considered the owners or holders thereof under the Indenture.  Accordingly,
each person owning a beneficial interest in such Global Security must rely on
the procedures of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture.

Payment of principal of, and any premium and interest on, Debt
Securities represented by a Global Security will be made by the Company
through the Trustee or a paying agent (which may also be the Trustee) to the
Depositary or its nominee, as the case may be, as the registered owner and
holder of the Global Security representing such Debt Securities.  Under the
terms of the Indenture, the Company and the Trustee may treat the persons in
whose names the Offered Debt Securities are registered as the owners thereof
for the purpose of receiving such payments and for any and all other purposes.
Consequently, none of the Company, the Trustee, any paying agent or registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

The Company expects that the Depositary or its nominee, as the
case may be, upon receipt of any payment of principal, premium or interest in
respect of a Global Security, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of the Depositary or its nominee.  The Company also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the
responsibility of such participants.

A Global Security may not be transferred except as a whole by
the Depositary to its nominee or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or its
nominee to a successor of the Depositary or a nominee of such successor.  If
the Depositary for a Global Security is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue Debt Securities in certificated
form in exchange for all of the Global Securities representing such Debt
Securities.  In addition, the Company may at any time and in its sole
discretion determine not to have any Debt Securities represented by one or
more Global Securities and, in such event, will issue Debt Securities in
certificated form in exchange for all of the Global Securities representing
such Debt Securities.  Further, if the Company so specifies with respect to
the Debt Securities of a series, an owner of a beneficial interest in a Global
Security representing Debt Securities of such series may on terms acceptable
to the Company and the Depositary receive Debt Securities of such series in
certificated form.  In any such instance, an owner of a beneficial interest in
a Global Security will be entitled to physical delivery in certificated form
of Debt Securities of the series represented by such Global Security equal in
principal amount to such beneficial interest and to have such Debt Securities
registered in its name (Section 3.05).

Events of Default and Notices Thereof

The following events are defined in the Indenture as "Events of
Default" with respect to Securities of any series: (a) failure to pay
principal of or premium, if any, on any Security of that series when due; (b)
failure to pay any interest on any Security of that series when due, continued
for 30 days; (c) failure to deposit any sinking fund payment, when due, in
respect of any Security of that series; (d) failure to perform any other
covenant of the Company in the Indenture (other than a covenant included in
the Indenture solely for the benefit of a series of Securities other than that
series), continued for 90 days after written notice given to the Company by
the Trustee or to the Company and the Trustee by the holders of at least 25%
in principal amount of the Outstanding Securities of each series affected
thereby; (e) certain events in bankruptcy, insolvency or reorganization of the
Company; and (f) any other Event of Default provided with respect to
Securities of such series. (Section 5.01)

If an Event of Default under clause (a), (b), (c), (d) or (f)
above with respect to Securities of any series at the time Outstanding shall
occur and be continuing, either the Trustee or the holders of at least 25% in
principal amount of the Outstanding Securities of each such series voting
separately, in the case of clause (a), (b), (c) or (f), or of all such series
affected thereby, voting as one class, in the case of (d) above, may declare
the principal amount (or, if the Securities of any such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all Securities of such series to be
due and payable immediately. If an Event of Default under clause (e) above
shall occur and be continuing, either the Trustee or the holders of at least
25% in principal amount of all of the Outstanding Securities may declare the
principal amount (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) of all outstanding Securities to be due and
payable immediately. Under certain circumstances the holders of a majority in
principal amount of Outstanding Securities of such series may rescind or annul
such declaration and its consequences. (Section 5.02) In the event the Company
takes the necessary action to enable it to omit to comply with certain
covenants of the Indenture as described under "--Defeasance of Certain
Covenants" and the Securities are declared due and payable because of the
occurrence of an Event of Default, the amount of money and U.S. Government
Obligations on deposit with the Trustee will be sufficient to pay amounts due
on the Securities at the time of their Stated Maturity but may not be
sufficient to pay amounts due on the Securities at the time of the
acceleration resulting from such Event of Default. (Section 10.08)  However,
the Company shall remain liable for such payments.

Reference is made to the Prospectus Supplement relating to any
series of Offered Debt Securities which are Original Issue Discount Securities
for the particular provisions relating to the principal amount of such
Original Issue Discount Securities due on acceleration upon the occurrence of
an Event of Default and the continuation thereof.

The Indenture provides that the Trustee, within 90 days after
the occurrence of a default with respect to any series of Securities, shall
give to the holders of Securities of that series, notice of all uncured
defaults known to it (the term default to mean the Events of Default specified
above without grace periods), provided that, except in the case of default in
the payment of principal of (or premium, if any) or any interest, or sinking
fund installment, if any, on any Security, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interest of the Holders of Securities. (Section 6.02)

The Company will be required to furnish to the Trustee annually
a certificate by certain officers of the Company to the effect that to the
best of their knowledge the Company is not in default in the fulfillment of
any of its obligations under the Indenture or, if there has been a default in
the fulfillment of any such obligation, specifying each such default. (Section
10.09)

The Holders of a majority in principal amount of the
outstanding Securities of any series will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, and,
in certain circumstances, the Holders of not less than a majority in principal
amount of Outstanding Securities of any series (voting as a separate class) or
the holders of not less than a majority in aggregate principal amount of
Outstanding Securities of all Series (voting as a class), may waive certain
defaults. (Sections 5.12 and 5.13)

The Indenture provides that in case an Event of Default has
occurred and is continuing, the Trustee shall exercise such of its rights and
powers under the 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. (Section 6.01) Subject to such provisions, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any of the holders of Securities unless
they shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request. (Section 6.03)

Modification of the Indenture

Modifications and amendments of the Indenture may be made by
the Company and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Outstanding Securities issued
under the Indenture which are affected by the modification or amendment,
provided that no such modification or amendment may, without the consent of
each Holder of each such Outstanding Security affected thereby, (1) change the
stated maturity date of the principal of (or premium, if any) or any
installment of interest, if any, on any such Security; (2) reduce the
principal amount of (or premium, if any) or the interest, if any, on any such
Security or the principal amount due upon acceleration of an Original Issue
Discount Security; (3) change the place or currency of payment of principal (or
premium, if any) or interest, if any, on any such Security; (4) impair the
right to institute suit for the enforcement of any such payment on or with
respect to any such Security; (5) reduce the above-stated percentage of
holders of Securities necessary to modify or amend the Indenture; or (6)
modify the foregoing requirements or reduce the percentage of holders of
outstanding Securities necessary to waive compliance with certain provisions
of the Indenture or for waiver of certain defaults. (Section 9.02)

Defeasance and Discharge

The Indenture provides that with respect to the Securities of a
certain series, unless otherwise specified, the Company will be discharged
from any and all obligations in respect of such Securities (except for certain
obligations to register the transfer or exchange of Securities, to replace
stolen, lost or mutilated Securities, to maintain paying agencies and hold
monies for payment in trust) upon the deposit with the Trustee, in trust, of
money and/or U.S. Government obligations which through the payment of interest
and principal thereof in accordance with their terms will provide money in an
amount sufficient to pay any installment of principal (and premium, if any)
and any interest on and any mandatory sinking fund payments in respect of such
Securities on the Stated Maturity of such payments in accordance with the
terms of the Indenture and such Securities. Such a trust may only be
established if the Company has delivered to the Trustee an Opinion of Counsel
acceptable to the Trustee (who may be counsel to the Company) to the effect
that, among other things, establishment of the trust would not cause the
Securities of any such series listed on any nationally-recognized securities
exchange to be delisted as a result thereof and an Opinion of Counsel to the
effect that the Company has received from or there has been published by the
United States Internal Revenue Service a ruling to the effect that such a
defeasance and discharge will not be deemed, or result in, a taxable event
with respect to holders of such Securities. (Section 4.02)  The designation of
such provisions, Federal income tax consequences and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto.

Defeasance of Certain Covenants

The Indenture provides that with respect to the Securities of a
certain series, unless otherwise specified, the Company may omit to comply
with certain restrictive covenants described in Section 10.07 (Limitations on
Liens) and Section 10.08 (Limitations on Sale and Leaseback Transactions) of
the Indenture and with any additional negative or restrictive covenant of the
Company (other than those contained in the Indenture) applicable to the
Securities of such series if the Company deposits with the Trustee money
and/or U.S. Government Obligations (as defined) which through the payment of
interest and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay principal and any premium and interest on
and any mandatory sinking fund payments in respect of such Securities on the
Stated Maturity of such payments in accordance with the terms of the Indenture
and such Securities. The obligations of the Company under the Indenture other
than with respect to the covenants referred to above shall remain in full
force and effect. The Company will also be required to deliver to the Trustee
an Opinion of Counsel (who may be counsel to the Company) to the effect that
the deposit and related covenant defeasance will not be deemed, or result in,
a taxable event with respect to holders of the Securities. (Section 10.10)
The designation of such provisions, Federal income tax consequences and other
considerations applicable thereto will be described in the Prospectus
Supplement relating thereto.

Concerning the Trustee

Unless otherwise specified in the applicable Prospectus
Supplement, SunTrust Bank, Atlanta is the Trustee, paying agent and registrar
under the Indenture.

Governing Law

The Indenture and the Debt Securities will be governed by the
laws of the State of New York.

PLAN OF DISTRIBUTION

The Company may sell Debt Securities to one or more
underwriters for public offering and sale by them or may sell Debt Securities
to investors directly or through agents. The Prospectus Supplement with
respect to any Offered Debt Securities will set forth the terms of the
offering of such Offered Debt Securities, including the name or names of any
underwriters or agents, the purchase price of the Offered Debt Securities and
the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Debt Securities
may be listed.

If underwriters are used in a sale of any Debt Securities, such
Debt Securities will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Debt Securities may be offered to the
public through underwriting syndicates represented by managing underwriters.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all
the Debt Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may
be changed from time to time.

The Debt Securities may be sold directly by the Company or
through agents designated by the Company from time to time. Any such agent
involved in the offer or sale of the Debt Securities will be named, and any
commissions payable by the Company to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.

If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Offered Debt Securities from the Company at
the public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions
set forth in the Prospectus Supplement and the Prospectus Supplement will set
forth the commission payable for solicitation of such contracts.

Agents and underwriters may be entitled, under agreements
entered into with the Company, to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the agents or
underwriters may be required to make in respect thereof. Certain agents and
underwriters may be customers of, engage in transactions with, or perform
services for, the Company in the ordinary course of business.

Each issue of Offered Debt Securities will be a new issue of
securities with no established trading market. Any underwriters to whom
Offered Debt Securities are sold by the Company for public offering and sale
may make a market in such Offered Debt Securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for any Offered Debt Securities.

VALIDITY OF DEBT SECURITIES

The validity of the Debt Securities will be passed upon for the
Company by Sara E. Moss, Esq., Vice President and General Counsel of the
Company and by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York
10017, and, unless otherwise indicated in a Prospectus Supplement relating to
Offered Debt Securities, for the underwriters or agents by Sullivan &
Cromwell, 125 Broad Street, New York, New York 10004.

EXPERTS

The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Pitney Bowes Inc. for the year
ended December 31, 1997 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee.....       $138,060
Trustee's Fees and Expenses.............................         15,000
Printing and Engraving Expenses.........................         20,000
Rating Agency Fees......................................         25,000
Accounting Fees and Expenses............................         30,000
Legal Fees and Expenses.................................         50,000
Blue Sky and Legality Fees and Expenses.................          5,000
Miscellaneous Expenses..................................          1,940
--------
Total..............................................       $285,000
========
- ---------------------
The above items are estimates except the registration fee.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law allows for
indemnification of any person who has been made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is or was serving as a director, officer, employee or agent of
the registrant or by reason of the fact that he or she is or was serving at
the request of the registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.  In
certain circumstances, indemnity may be provided against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement if the
person acted in good faith and in the manner reasonably believed by him to be
in, or not opposed to, the best interests of the registrant and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  In any proceeding by or in the right of the registrant,
no indemnification may be made if the person is found to be liable to the
corporation, unless and only to the extent the court in which the proceeding
is brought or the Delaware Court of Chancery orders such indemnification.

Section 102(b)(7) of the Delaware General Corporation Law
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.  The Company's Restated
Certificate of Incorporation includes a provision limiting such liability.

The Restated Certificate of Incorporation of the Company
provides that each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and
held harmless by the Company to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit  of his
or her heirs, executors and administrators.  Such right to indemnification is
a contract right and includes the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Company of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to such indemnity.

The foregoing statements are specifically made subject to the
detailed provisions of the Delaware General Corporation Law and the Restated
Certificate of Incorporation of the Company.

The Company has a directors and officers liability insurance
policy that will reimburse the Company for any payments that it shall make to
directors and officers pursuant to law or the indemnification provisions of
its Restated Certificate of Incorporation and that will, subject to certain
exclusions contained in the policy, further pay any other costs, charges and
expenses and settlements and judgments arising from any proceeding involving
any director or officer of the Company in his or her past or present capacity
as such, and for which he may be liable, except as to any liabilities arising
from acts that are deemed to be uninsurable.

The provisions contained in the Underwriting Agreement pursuant
to which the Company agrees to indemnify underwriters and agents, as the case
may be, and each person, if any, who controls any underwriters or agents and
filed as part of Exhibit 1, are incorporated herein by reference.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

Item 16. Exhibits (Numbered in accordance with Item 601 of Regulation S-K).

Status or
Reg. S-K                                                         Incorporation
Exhibits                        Description                      by Reference
- --------                        -----------                      -------------

1(a)     Form of Underwriting Agreement......................   Exhibit 1(a)
1(b)     Form of Distribution Agreement*.....................   Exhibit 1(b)
4        Form of  Indenture between Pitney Bowes Inc. and
SunTrust Bank, Atlanta, as Trustee...............   Exhibit 4
5.1      Opinion re legality.................................   Exhibit 5.1
12        Computation of Ratio of Earnings to Fixed Charges
of Pitney Bowes Inc..............................   Exhibit 12
23(a)     Consent of Price Waterhouse LLP.....................   Exhibit 23(a)
23(b)     Consent of Sara E. Moss, Esq........................   Exhibit 23(b)
23(c)     Consent of Davis Polk & Wardwell (included in
opinion filed as Exhibit 5.1)....................   Exhibit 23(c)
24        Power of Attorney (contained on signature page).....   Exhibit 24
25        Statement of eligibility of Trustee.................   Exhibit 25
____________________
* To be filed by amendment or under cover of Form 8-K.

Item 17. Undertakings.

Pitney Bowes Inc. hereby undertakes:

(1) To file during any period in which offers or sales are
being made of the securities registered hereby, 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 this
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 and 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 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities
Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the Securities offered therein,
and the offering of such Securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in the form of a prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective.

(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to provisions referred to in Item
15, the Company has been informed that in the opinion of the 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 Company of expenses
incurred or paid by a director, officer, or controlling person of the Company
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 Company 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Stamford, State of
Connecticut, on this 29th day of April, 1998.

PITNEY BOWES INC.

By: /s/ Murray L. Reichenstein
------------------------------------------
Murray L. Reichenstein
Vice President and Chief Financial Officer
(Principal Financial Officer)

POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes
and appoints Michael J. Critelli, Murray L. Reichenstein and Arlen F. Henock,
and any agent for service named in this Registration Statement, and each of
them singly, his, her or its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him, her or it and in
his, her, or its name, place and stead, in any and all capacities, to sign any
registration statements and any and all amendments (including post-effective
amendments filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended) to this Registration Statement, 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 singly, 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 fully to all intents and purposes as he, she, or it 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 or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                      Title                        Date

/s/  Michael J. Critelli       Chairman and Chief              April 29, 1998
- ------------------------------  Executive Officer-Director
Michael J. Critelli

/s/  Marc C. Breslawsky       President and Chief Operating   April 29, 1998
- ------------------------------  Officer-Director
Marc C. Breslawsky

/s/  Murray L. Reichenstein     Vice President and Chief        April 29, 1998
- ------------------------------  Financial Officer (Principal
Murray L. Reichenstein       Financial Officer)

/s/  Arlen F. Henock         Vice President-Controller       April 29, 1998
- ------------------------------  and Chief Tax Counsel
Arlen F. Henock           (Principal Accounting Officer)

/s/  Linda G. Alvarado        Director                        April 29, 1998
- ------------------------------
Linda G. Alvarado

/s/  William E. Butler        Director                        April 29, 1998
- ------------------------------
William E. Butler

/s/  Colin G. Campbell        Director                        April 29, 1998
- ------------------------------
Colin G. Campbell

/s/ Ernie Green           Director                        April 29, 1998
- ------------------------------
Ernie Green

/s/  Charles E. Hugel         Director                        April 29, 1998
- ------------------------------
Charles E. Hugel

/s/ James H. Keyes          Director                        April 29, 1998
- ------------------------------
James H. Keyes

/s/  David T. Kimball         Director                        April 29, 1998
- ------------------------------
David T. Kimball

/s/  Michael I. Roth         Director                        April 29, 1998
- ------------------------------
Michael I. Roth

/s/  Phyllis S. Sewell        Director                        April 29, 1998
- ------------------------------
Phyllis S. Sewell

EXHIBIT INDEX

Exhibits               Description                                  Page
- --------               -----------                                  ----
1(a)     -Form of Underwriting Agreement                        Exhibit 1(a)

1(b)     -Form of Distribution Agreement*                       Exhibit 1(b)

4        -Form of Indenture between Pitney Bowes Inc.           Exhibit 4(a)
and SunTrust Bank, Atlanta, as Trustee

5.1      -Opinion re legality                                   Exhibit 5.1

12       -Computation of Ratio of Earnings to Fixed Charges     Exhibit 12
of Pitney Bowes Inc.

23(a)     -Consent of Price Waterhouse LLP                       Exhibit 23(a)

23(b)     -Consent of Sara E. Moss, Esq.                         Exhibit 23(b)

23(c)     -Consent of Davis Polk & Wardwell (included in         Exhibit 23(c)
opinion filed as Exhibit 5.1)

24        -Power of Attorney (contained on signature page)       Exhibit 24

25        -Statement of eligibility of Trustee                   Exhibit 25

____________________
*To be filed by amendment or under cover of Form 8-K.

EXHIBIT 1(a)

PITNEY BOWES INC.

DEBT SECURITIES

UNDERWRITING AGREEMENT

April __, 1998

To the Representatives of the
Several Underwriters named in
the respective Pricing Agreements
hereinafter described.

Ladies and Gentlemen:

From time to time Pitney Bowes Inc. (the "Company") proposes to
enter into one or more Pricing Agreements (each a "Pricing Agreement") in the
form of Annex I hereto, with such additions and deletions as the parties
thereto may determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in Schedule I to the
applicable Pricing Agreement (such firms constituting the "Underwriters" with
respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the "Designated
Securities"), less the principal amount of Designated Securities covered by
Delayed Delivery Contracts (as defined in Section 3 hereof), if any, as
provided in Section 3 hereof and as may be specified in Schedule II to such
Pricing Agreement (with respect to such Pricing Agreement, any Designated
Securities to be covered by Delayed Delivery Contracts being herein sometimes
referred to as "Contract Securities" and the Designated Securities to be
purchased by the Underwriters (after giving effect to the deduction, if any,
for Contract Securities) being herein sometimes referred to as "Underwriters'
Securities").

The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

1.  Particular sales of Designated Securities may be made from
time to time to the Underwriters of such Securities, for whom the firms
designated as representatives of the Underwriters of such Securities in the
Pricing Agreement relating thereto will act as representatives (the
"Representatives").  The term "Representatives" also refers to a single
firm acting as sole representative of the Underwriters and to an
Underwriter or Underwriters who act without any firm being designated as
its or their representatives.  This Underwriting Agreement shall not be
construed as an obligation of the Company to sell any of the Securities or
as an obligation of any of the Underwriters to purchase the Securities or
as a limitation on the right of the Company to execute Pricing Agreements
with any Underwriter.  The obligation of the Company to issue and sell any
of the Securities and the obligation of any of the Underwriters to purchase
any of the Securities shall be evidenced by the Pricing Agreement with
respect to the Designated Securities specified therein.  Each Pricing
Agreement shall specify the aggregate principal amount of such Designated
Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities,
the names of the Representatives of such Underwriters, the principal amount
of such Designated Securities to be purchased by each Underwriter and
whether any of such Designated Securities shall be covered by Delayed
Delivery Contracts and the commission payable to the Underwriters with
respect thereto and shall set forth the date, time and manner of delivery
of such Designated Securities and payment therefor.  The Pricing Agreement
shall also specify (to the extent not set forth in the Indenture and the
registration statement and prospectus with respect thereto) the terms of
such Designated Securities.  A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission
device designed to produce a written record of communications transmitted.
The obligations of the Underwriters under this Agreement and each Pricing
Agreement shall be several and not joint.

2.  The Company represents and warrants to, and agrees with,
each of the Underwriters that:

(a)  Registration statements in respect of the
Securities have been filed with the Securities and Exchange
Commission (the "Commission"); each such registration
statement and any post-effective amendment thereto, each in
the form heretofore delivered or to be delivered to the
Representatives and, excluding exhibits to such registration
statements, but including all documents incorporated by
reference in the prospectus contained in the latest
registration statement, to the representatives for the other
Underwriters, have been declared effective by the Commission
in such form; other than a registration statement, if any,
increasing the size of the offering (a "Rule 462(b)
registration statement"), filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"),
which becomes effective upon filing, no other document with
respect to each such registration statement or document
incorporated by reference therein has heretofore been filed
or transmitted for filing with the Commission; and no stop
order suspending the effectiveness of any such registration
statement has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission (any
preliminary prospectus included in any such registration
statement or filed with the Commission pursuant to Rule
424(a) of the rules and regulations of the Commission under
the Act, being hereinafter called a "Preliminary
Prospectus"; the various parts of such registration
statements and the Rule 462(b) registration statement, if
any, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the
registration statements at the time such part of each
registration statement became effective or the Rule 462(b)
registration statement, if any, becomes effective but
excluding Form T-1, and, if applicable, including the
information contained in the form of final prospectus filed
with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof and deemed by virtue of
Rule 430A under the Act to be part of any such registration
statement, each as amended at the time such part of the
registration statement became effective or such part of the
Rule 462(b) registration statement, if any, becomes
effective being hereinafter collectively called the
"Registration Statement", the prospectus relating to the
Securities, in the form in which it has most recently been
filed, or transmitted for filing, with the Commission on or
prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to the applicable form under the Act, as of
the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed
after the date of such Preliminary Prospectus or Prospectus,
as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by
reference in such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act after the
effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and
any reference to the Prospectus as amended or supplemented
shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated
Securities in the form in which it is filed with the
Commission pursuant to Rule 424(b) under the Act, or to any
Rule 462(b) registration statement in accordance with
Section 5(a) hereof, including any documents incorporated by
reference therein as of the date of such filing);

(b)  The documents incorporated by reference in the
Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all
material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
any further documents so filed and incorporated by reference
in the Prospectus or any further amendment or supplement
thereto, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all
material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in
conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through
the Representatives expressly for use in the Prospectus as
amended or supplemented relating to such Securities;

(c)  The Registration Statement and the Prospectus
conform, and any further amendments or supplements thereto
will conform, in all material respects to the requirements
of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the rules and regulations
of the Commission thereunder and do not and will not, as of
the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading; provided, however, that this
representation and warranty shall not apply to any
statements or omissions made in reliance upon and in
conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through
the Representatives expressly for use in the Prospectus as
amended or supplemented relating to such Securities;

(d)  Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial
statements included or incorporated by reference in the
Prospectus any material loss or interference with its
business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any court or
governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not
been any change in the capital stock or long-term debt of
the Company or any of its subsidiaries, or any material
adverse change, or any development involving a prospective
material adverse change, in or affecting the general
affairs, management, financial position, stockholders'
equity or results of operations of the Company and its
subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus;

(e)  The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus;

(f)  The Company has an authorized capitalization as set
forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;

(g)  The Securities have been duly authorized, and, when
Designated Securities are issued and delivered pursuant to
this Agreement and the Pricing Agreement with respect to
such Designated Securities and, in the case of any Contract
Securities, pursuant to Delayed Delivery Contracts with
respect to such Contract Securities, such Designated
Securities will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits
provided by the Indenture, which will be substantially in
the form filed as an exhibit to the Registration Statement;
the Indenture has been duly authorized and, at the Time of
Delivery (as defined in Section 4 hereof) the Indenture will
be duly qualified under the Trust Indenture Act and will
constitute a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Underwriters' Securities and the Indenture conform to the
descriptions thereof in the Prospectus as amended or
supplemented with respect to such Designated Securities;

(h)  In the event any of the Securities are purchased
pursuant to Delayed Delivery Contracts, each of such Delayed
Delivery Contracts has been duly authorized by the Company
and, when executed and delivered by the Company and the
purchaser named therein, will constitute a valid and legally
binding agreement of the Company in accordance with its
terms; and any Delayed Delivery Contracts conform to the
description thereof in the Prospectus;

(i)  The issue and sale of the Securities and the
compliance by the Company with all of the provisions of the
Securities, the Indenture, each of the Delayed Delivery
Contracts, if any, this Agreement and any Pricing Agreement,
and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is
bound, or to which any of the property or assets of the
Company is subject that is material to the Company and its
subsidiaries, taken as a whole, nor will such action result
in any violation of the provisions of the Certificate of
Incorporation, as amended, or the By-Laws of the Company or
any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the
Company or any of its properties; and no consent, approval,
authorization, order, registration or qualification of or
with any such court or governmental agency or body is
required for the issue and sale of the Securities or the
consummation by the Company of the other transactions
contemplated by this Agreement or any Pricing Agreement or
the Indenture or any Delayed Delivery Contract, except such
as have been, or will have been prior to the Time of
Delivery, obtained under the Act and the Trust Indenture Act
and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;

(j)  The statements set forth in the Prospectus under
the captions "Description of Debt Securities" and
"Description of Notes", insofar as they purport to
constitute a summary of the terms of the Securities, and
under the captions "Plan of Distribution" and
"Underwriting", insofar as they purport to describe the
provisions of the laws and documents referred to therein,
are accurate, complete and fair;

(k)  Neither the Company nor any of its material
subsidiaries is in violation of its Certificate of
Incorporation or By-laws or in default in the performance or
observance of any material obligation, agreement, covenant
or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of
its properties may be bound;

(l)  Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a
party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries would individually
or in the aggregate have a material adverse effect on the
current consolidated financial position, stockholders'
equity, results of operations or prospects of the Company
and its subsidiaries, taken as a whole; and, to the best of
the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by
others;

(m)  The Company is not and, after giving effect to the
offering and sale of the Securities, will not be an
"investment company" or an entity "controlled" by an
"investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment
Company Act");

(n)  The Company has complied with all provisions of
Section 517.075, Florida Statutes relating to doing business
with the Government of Cuba or with any person or affiliate
located in Cuba; and

(o)  Price Waterhouse LLP, who have certified certain
financial statements of the Company and its subsidiaries,
are independent public accountants as required by the Act
and the rules and regulations of the Commission thereunder.

3.  Upon the execution of the Pricing Agreement applicable to
any Designated Securities and authorization by the Representatives of the
release of the Underwriters' Securities, the several Underwriters propose
to offer the Underwriters' Securities for sale upon the terms and
conditions set forth in the Prospectus as amended or supplemented.

The Company may specify in Schedule II to the Pricing Agreement
applicable to any Designated Securities that the Underwriters are authorized to
solicit offers to purchase Designated Securities from the Company pursuant to
delayed delivery contracts (herein called "Delayed Delivery Contracts"),
substantially in the form of Annex III attached hereto but with such changes
therein as the Representatives and the Company may authorize or approve. If
so specified, the Underwriters will endeavor to make such arrangements, and
as compensation therefor the Company will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery (as defined in Section 4
hereof), such commission, if any, as may be set forth in such Pricing
Agreement. Delayed Delivery Contracts, if any, are to be with investors of the
types described in the Prospectus and subject to other conditions therein set
forth. The Underwriters will not have any responsibility in respect of the
validity or performance of any Delayed Delivery Contracts.

The principal amount of Contract Securities to be deducted from
the principal amount of Designated Securities to be purchased by each
Underwriter as set forth in Schedule I to the Pricing Agreement applicable to
such Designated Securities shall be, in each case, the principal amount of
Contract Securities which the Company has been advised by the Representatives
have been attributed to such Underwriter, provided that, if the Company has not
been so advised, the amount of Contract Securities to be so deducted shall be,
in each case, that proportion of Contract Securities which the principal amount
of Designated Securities to be purchased by such Underwriter under such
Pricing Agreement bears to the total principal amount of the Designated
Securities (rounded as the Representatives may determine). The total principal
amount of Underwriters' Securities to be purchased by all the Underwriters
pursuant to such Pricing Agreement shall be the total principal amount of
Designated Securities set forth in Schedule I to such Pricing Agreement less
the principal amount of the Contract Securities. The Company will deliver to
the Representatives not later than 3:30 p.m. New York time, on the business
day preceding the Time of Delivery specified in the applicable Pricing
Agreement (or such other time and date as the Representatives and the Company
may agree upon in writing) a written notice setting forth the principal amount
of Contract Securities.

4.  Underwriters' Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement, and in such authorized denominations
and registered in such names as the Representatives may request upon at
least twenty-four hours' prior notice to the Company, shall be delivered by
or on behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer in immediately available funds to
an account of the Company as specified in such Pricing Agreement, all in
the manner and at the place and time and date specified in such Pricing
Agreement or at such other place and time and date as the Representatives
and the Company may agree upon in writing, such time and date being herein
called the "Time of Delivery" for such Securities.

Concurrently with the delivery of and payment for the
Underwriters' Securities, the Company will deliver to the Representatives for
the accounts of the Underwriters by wire transfer in immediately available
funds to the order of the party designated in the Pricing Agreement relating
to such Securities the amount of any compensation payable by the Company to
the Underwriters in respect of any Delayed Delivery Contracts as provided in
Section 3 hereof and in the Pricing Agreement relating to such Securities.

5.  The Company agrees with each of the Underwriters of any
Designated Securities:

(a)  To prepare the Prospectus as amended or supplemented
in relation to the applicable Designated Securities in a
form approved by the Representatives and to file such
Prospectus pursuant to Rules 424(b) or 462(b) under the Act,
as applicable, not later than the Commission's close of
business on the business day so required by Rule 424(b), if
applicable, following the execution and delivery of the
Pricing Agreement relating to the applicable Designated
Securities; to make no further amendment or any supplement
to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement
relating to such Securities and prior to the Time of
Delivery for such Securities which shall be disapproved by
the Representatives for such Securities promptly after
reasonable notice thereof; to advise the Representatives
promptly of any such amendment or supplement after such Time
of Delivery and furnish the Representatives with copies
thereof; to file within the basic periods required under the
applicable rules and regulations under the Exchange Act all
reports and any definitive proxy or information statements
required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of the
Securities, and during such same period to advise the
Representatives, promptly after it receives notice thereof,
of the time when any amendment to the Registration Statement
has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed or
transmitted for filing with the Commission, of the issuance
by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating
to the Securities, of the suspension of the qualification of
such Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event
of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating
to the Securities or suspending any such qualification, to
promptly use its best efforts to obtain its withdrawal;

(b)  Promptly from time to time to take such action as
the Representatives may reasonably request to qualify such
Securities for offering and sale under the securities laws
of such jurisdictions as the Representatives may request and
to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of such
Securities, provided that in connection therewith the
Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of
process in any jurisdiction;

(c)  Prior to 12:00 noon on the New York Business Day
(as defined below) next succeeding the date of any Pricing
Agreement and from time to time, to furnish the Underwriters
with copies of the Prospectus as amended or supplemented in
New York City in such quantities as the Representatives may
reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale
of the Securities and if at such time any event shall have
occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such same period
to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act
or the Trust Indenture Act, to notify the Representatives
and upon their request to file such document and to prepare
and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives
may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such
compliance; "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in New York are generally
authorized or obligated by law or executive order to close;

(d)  To make generally available to its security holders
as soon as practicable but in any event not later than
eighteen months after the effective date of the Registration
Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries, if
any (which need not be audited), covering a twelve-month
period beginning after the date of the Pricing Agreement
relating to the relevant Designated Securities, and
complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including at the
option of the Company Rule 158); and

(e)  During the period beginning from the date of the
Pricing Agreement for such Designated Securities and
continuing to and including the earlier of (i) the
termination of trading restrictions for such Designated
Securities, as notified to the Company by the
Representatives and (ii) the Time of Delivery for such
Designated Securities, not to offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company
which mature more than one year after such Time of Delivery
and which are substantially similar to such Designated
Securities, without the prior written consent of the
Representatives.

6.  The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following:
(i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities under the
Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers;  (ii) the
cost of printing and producing any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Indenture, any Delayed Delivery
Contracts, any Blue Sky Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities;  (iii)
all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with
the Blue Sky Memoranda;  (iv) any fees charged by securities rating
services for rating the Securities;  (v) any filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of
the terms of the sale of the Securities;  (vi) the cost of preparing the
Securities;  (vii) the fees and expenses of any Trustee and, unless agreed
to be paid by the Trustee, of any agent of any Trustee and any fees and
disbursements of counsel for any Trustee in connection with any Indenture
and the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder and under any Delayed Delivery
Contracts which are not otherwise specifically provided for in this
Section.  It is understood, however, that, except as provided in this
Section, Section 8 and Section 11 hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, transfer
taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

7.  The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement relating to such Designated Securities
shall be subject, in the discretion of the Representatives, to the condition
that all representations and warranties and other statements of the Company in
or incorporated by reference in such Pricing Agreement are, at and as of the
Time of Delivery for such Designated Securities, true and correct, the
condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional
conditions:

(a)  The Prospectus as amended or supplemented in
relation to the applicable Designated Securities shall have
been filed with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed for such filing
by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; if the Company has elected to rely
on Rule 462(b), the Rule 462(b) registration statement has
become effective by 10:00 p.m.  Washington, D.C. time, on
the date of this Agreement; no stop order suspending the
effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on
the part of the Commission shall have been complied with to
the Representatives' reasonable satisfaction;

(b)  Counsel for the Underwriters shall have furnished
to the Representatives such opinion or opinions, dated the
Time of Delivery for such Designated Securities, with
respect to the incorporation of the Company, the validity of
the Indenture, the Designated Securities, the Delayed
Delivery Contracts, if any, the Registration Statement, the
Prospectus as amended or supplemented and other related
matters as the Representatives may reasonably request, and
such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon
such matters;

(c)  The General Counsel for the Company shall have
furnished to the Representatives her written opinion, dated
the Time of Delivery for such Designated Securities, in form
and substance satisfactory to the Representatives and as set
forth in Annex II hereto.

(d)  Counsel for the Company satisfactory to the
Representatives shall have furnished to the Representatives
their written opinion, dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to
the Representatives and as set forth in Annex III hereto.

(e)  On the date of the Pricing Agreement for such
Designated Securities at a time prior to the execution of
the Pricing Agreement with respect to such Designated
Securities and at the Time of Delivery for such Designated
Securities, the independent accountants of the Company who
have certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in
the Registration Statement shall have furnished to the
Representatives a letter, dated the effective date of the
Registration Statement or the date of the most recent report
filed with the Commission containing financial statements
and incorporated by reference in the Registration Statement,
if the date of such report is later than such effective
date, and a letter dated such Time of Delivery to the effect
set forth in Annex IV hereto and with respect to such letter
dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and
substance satisfactory to the Representatives;

(f)  (i)  Neither the Company nor any of its
subsidiaries, if any, shall have sustained since the date of
the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or
supplemented prior to the date of the Pricing Agreement
relating to the Designated Securities any loss or
interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or
from any court or governmental action, order or decree,
otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented, prior to the date of
the Pricing Agreement relating to the Designated Securities
and (ii) since the respective dates as of which information
is given in the Prospectus as amended or supplemented prior
to the date of the Pricing Agreement relating to the
Designated Securities there shall not have been any change
in the capital stock or long-term debt of the Company or any
of its subsidiaries or any change, or any development
involving a prospective change, in or affecting the general
affairs, management, financial position, stockholder's
equity or results of operations of the Company and its
subsidiaries, if any, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented,
prior to the date of the Pricing Agreement relating to the
Designated Securities, the effect of which, in any such case
described in Clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as
first amended or supplemented relating to the Designated
Securities;

(g)  On or after the date of the Pricing Agreement
relating to the Designated Securities (i) no downgrading
shall have occurred in the rating accorded the Company's
debt securities or preferred stock by any "nationally
recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2)
under the Act and (ii) no such organization shall have
publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of
the Company's debt securities or preferred stock;

(h)  On or after the date of the Pricing Agreement
relating to the Designated Securities there shall not have
occurred any of the following:  (i) a suspension or material
limitation in trading in securities generally on the New
York Stock Exchange;  (ii) a general moratorium on
commercial banking activities declared by either Federal or
New York State authorities; or (iii) the outbreak or
escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or
war, if the effect of any such event specified in this
clause (iii) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public
offering or the delivery of the Underwriters' Securities on
the terms and in the manner contemplated in the Prospectus
as first amended or supplemented relating to the Designated
Securities;

(i)  The Company shall have furnished or caused to be
furnished to the Representatives at the Time of Delivery for
the Designated Securities a certificate or certificates of
officers of the Company satisfactory to the Representatives
as to the accuracy of the representations and warranties of
the Company herein at and as of such Time of Delivery, as to
the performance by the Company of all of its obligations
hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and
(f) of this Section, and as to such other matters as the
Representatives may reasonably request; and

(j)  The Company shall have complied with the provisions
of Section 5(c) hereof with respect to the furnishing of
prospectuses on the New York Business Day next succeeding
the date of any Pricing Agreement.

8.  (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, any Preliminary Prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus, any
Preliminary Prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter of Designated Securities through the Representatives expressly for
use in the Prospectus as amended or supplemented relating to such Securities.

(b)  Each Underwriter will indemnify and hold harmless
the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under
the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any
Preliminary Prospectus, any Preliminary Prospectus
supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any
Preliminary Prospectus, any Preliminary Prospectus
supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such
expenses are incurred.

(c)  Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection.  In
case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under
such subsection for any legal expenses of other counsel or
any other expenses, in each case subsequently incurred by
such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.  No
indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of,
or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or
potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does
not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any
indemnified party.

(d)  If the indemnification provided for in this Section
8 is unavailable to or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the
one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities
to which such loss, claim, damage or liability (or action in
respect thereof) relates.  If, however, the allocation
provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company
on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations.  The relative
benefits received by the Company on the one hand and such
Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by
such Underwriters.  The relative fault shall be determined
by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such
Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such statement or omission.  The Company and the
Underwriters agree that it would not be just and equitable
if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the
equitable considerations referred to above in this
subsection (d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or
defending any such action or claim.  Notwithstanding the
provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by
which the total price at which the applicable Designated
Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent
misrepresentation.  The obligations of the Underwriters of
Designated Securities in this subsection (d) to contribute
are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.

(e)  The obligations of the Company under this Section 8
shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall
be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of
the Company and to each person, if any, who controls the
Company within the meaning of the Act.

9.  (a) If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under
the Pricing Agreement relating to such Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If
within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Underwriters'
Securities, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such Underwriters' Securities
on such terms. In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the purchase
of such Underwriters' Securities, or the Company notifies the Representatives
that it has so arranged for the purchase of such Underwriters' Securities, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Underwriters' Securities for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus
which in the opinion of the Representatives may thereby be made necessary. The
term "Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such
Designated Securities.

(b)  If, after giving effect to any arrangements for the
purchase of the Underwriters' Securities of a defaulting
Underwriter or Underwriters by the Representatives and the
Company as provided in subsection (a) above, the aggregate
principal amount of such Underwriters' Securities which
remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of the Designated Securities,
then the Company shall have the right to require each non-
defaulting Underwriter to purchase the principal amount of
Underwriters' Securities which such Underwriter agreed to
purchase under the Pricing Agreement relating to such
Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based
on the principal amount of Designated Securities which such
Underwriter agreed to purchase under such Pricing Agreement)
of the Underwriters' Securities of such defaulting
Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

(c)  If, after giving effect to any arrangements for the
purchase of the Underwriters' Securities of a defaulting
Underwriter or Underwriters by the Representatives and the
Company as provided in subsection (a) above, the aggregate
principal amount of Underwriters' Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal
amount of the Designated Securities, as referred to in
subsection (b) above, or if the Company shall not exercise
the right described in subsection (b) above to require non-
defaulting Underwriters to purchase Underwriters' Securities
of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company, except for
the expenses to be borne by the Company and the Underwriters
as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability
for its default.

10.  The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.

11.  If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, the Company shall not then be under any liability to any
Underwriter with respect to the Designated Securities covered by such Pricing
Agreement except as provided in Section 6 and Section 8 hereof; but, if for
any other reason Underwriters' Securities are not delivered by or on behalf of
the Company as provided herein, the Company will reimburse the Underwriters
through the Representatives for all out-of-pocket expenses approved in writing
by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated Securities, but the Company
shall then be under no further liability to any Underwriter with respect to
such Designated Securities except as provided in Section 6 and Section 8
hereof.

12.  In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made
or given by such Representatives jointly or by such of the Representatives, if
any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail or facsimile transmission to the address of the Representatives as set
forth in the Pricing Agreement; and if to the Company shall be delivered or
sent by registered mail or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Corporate
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

13.  This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of the Underwriters, the Company and, to
the extent provided in Section 8 and Section 10 hereof, the officers and
directors of the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement. No purchaser of any
of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.

14.  Time shall be of the essence of each Pricing Agreement.
As used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is normally open for business.

15.  This Agreement and each Pricing Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.

16. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

Very truly yours,

PITNEY BOWES INC.

By: ____________________________
[Title]

By: ____________________________
[Title]

Annex I

Pricing Agreement

[Name of Co-Representative(s)]
As Representatives of the
several Underwriters named
in Schedule I hereto.
[address]

_____________, ___

Dear Sirs:

Pitney Bowes Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
April ___, 1998 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the
same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that
each representation and warranty in Section 2 of the Underwriting Agreement
which makes reference to the Prospectus shall be deemed to be a representation
or warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined) and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of
this Pricing Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall
be deemed to refer to you. Unless otherwise defined herein, terms defined in
the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule II hereto.

An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed with the
Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite
the name of such Underwriter in Schedule I hereto, less the principal amount
of Designated Securities covered by Delayed Delivery Contracts, if any, as may
be specified in such Schedule II.

If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the authority of the
signers thereof.

Very truly yours,

PITNEY BOWES INC.

By: ____________________________

Accepted as of the date hereof:

[NAME OF CO-REPRESENTATIVE CORPORATION]

By: ___________________________________
(Title)

_______________________________________
(Name of Co-Representative Partnership)
On behalf of each of the Underwriters

SCHEDULE I

Principal Amount
of Designated
Securities
Underwriter                      to be Purchased
-----------                      ----------------

[Name(s) of Representatives]................     $
[Names of other Underwriters]...............

----------------
Total.................................     $

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

SCHEDULE II

Title of Designated Securities:

[     %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due

Aggregate principal amount:

$

Price to Public:

% of the principal amount of the Designated Securities, plus
accrued interest from                 to                 [and
accrued amortization, if any, from                 to
]

Purchase Price by Underwriters:

% of the principal amount of the Designated Securities, plus
accrued interest from                 to                 [and
accrued amortization, if any, from                 to
]

Form of Designated Securities

Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its
designated custodian.

Indenture:

Indenture, dated as of April ___, 1998 (the "Indenture") between
the Company and _____________, as Trustee

Maturity:

Interest Rate:

[          %] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:

[months and dates, commencing _______________, 19___]

Redemption Provisions:

[No provisions for redemption]

[The Designated Securities may be redeemed, otherwise than through
the sinking fund, in whole or in part at the option of the
Company, in the amount of $           or an integral multiple
thereof,                ]

[on or after                ,            at the following
redemption prices (expressed in percentages of principal
amount). If [redeemed on or before                ,
%, and if] redeemed during the 12-month period beginning

Redemption
Year                      Price
----                    ----------

and thereafter at 100% of their principal amount, together in
each case with accrued interest to the redemption date.]

[on any interest payment date falling on or after
,            at the election of the Company, at a
redemption price equal to the principal amount thereof, plus
accrued interest to the date of redemption.]

[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax
law]

[Restriction on refunding]

Sinking Fund Provisions:

[No sinking fund provisions]

[The Designated Securities are entitled to the benefit of a
sinking fund to retire $           principal amount of Designated
Securities on                 in each of the years
through            at 100% of their principal amount plus accrued
interest][, together with [cumulative] [non-cumulative redemptions
at the option of the Company to retire an additional $
principal amount of Designated Securities in the years
through            at 100% of their principal amount plus
accrued interest.]

Defeasance Provisions:

Section 402 [(excluding Section 402(i))] and Section 1008
[(excluding Section 1008(5))] of the Indenture shall apply to the
Designated Securities.

[If Securities are extendable debt Securities, insert--

Extendable Provisions:

Securities are repayable on                ,            [insert
date and years], at the option of the holder, at their principal
amount with accrued interest. The initial annual interest rate
will be           %, and thereafter the annual interest rate will
be adjusted on                ,            and to a rate not less
than           % of the effective annual interest rate on U.S.
Treasury obligations with           -year maturities as of the
[insert date 15 days prior to maturity date] prior to such [insert
maturity date].]

[If Securities are floating rate debt Securities, insert--

Floating rate provisions:

Initial annual interest rate will be           % through
[and thereafter will be adjusted [monthly][on each                ,
, and                ] [to an annual rate of
% above the average rate for           -year [month]
[securities] [certificates of deposit] issued by
and                 [insert names of banks],] [and the annual
interest rate [thereafter][from                 through
] will be the interest yield equivalent of the weekly average
per annum market discount rate for           -month Treasury bills
plus           % of Interest Differential (the excess, if any, of
(i) the then current weekly average per annum secondary market
yield for           -month certificates of deposit over (ii) the
then current interest yield equivalent of the weekly average per
annum market  discount rate for           -month Treasury bills);
[from and thereafter the rate will be the then current interest
yield equivalent plus                % of Interest Differential].]

Time of Delivery:

[Time and date]

Closing Location:

Delayed Delivery:

[None] [Underwriters, commission shall be           % of the
principal amount of Designated Securities for which Delayed
Delivery Contracts have been entered into. Such commission shall
be payable to the order of                .]

Names and addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

[Other Terms]*:

- --------------------
* A description of particular tax, accounting or other unusual features
(such as the addition of event risk provisions) of the Securities should be
set forth, or referenced to an attached and accompanying description, if
necessary to ensure agreement as to the terms of the Securities to be
purchased and sold.  Such a description might appropriately be in the form
in which such features will be described in the Prospectus Supplement for
the offering.

ANNEX II

Pursuant to Section 7(c) of the Underwriting Agreement, Sara E.
Moss, Esq., Vice President and General Counsel for the Company, shall furnish
an opinion to the Representatives to the effect that:

(i)  The Company and each of its "significant
subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X
promulgated by the Commission) (each a "Material Subsidiary")
have been duly incorporated and are validly existing as a
corporation in good standing under the laws of the
respective jurisdiction of their incorporation, with power
and authority (corporate and other) to own their respective
properties and conduct their respective business as
described in the Prospectus as amended or supplemented; and
each of the Company and the Material Subsidiaries is duly
qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which it owns or
leases substantial properties or in which the conduct of its
business requires such qualification;

(ii)  All of the issued shares of capital stock of
the Company have been duly and validly authorized and issued
and are fully paid and non-assessable; and all of the
outstanding shares of capital stock of each Material
Subsidiary have been duly authorized and validly issued and
are fully paid and non-assessable;

(iii)  To the best of such counsel's knowledge and
other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or
of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries would individually
or in the aggregate have a material adverse effect on the
current consolidated financial position, stockholder's
equity, results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of such
counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by
others;

(iv)  This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly
authorized, executed and delivered by the Company;

(v)  In the event any of the Designated Securities
are to be purchased pursuant to Delayed Delivery Contracts,
each of such Delayed Delivery Contracts has been duly
authorized, executed and delivered by the Company and,
assuming such Contract has been duly executed and delivered
by the purchaser named therein, constitutes a valid and
legally binding agreement of the Company in accordance with
its terms; and any Delayed Delivery Contracts conform to the
description thereof in the Prospectus as amended or
supplemented;

(vi)  The Designated Securities have been duly
authorized; the Underwriters' Securities have been duly
executed, authenticated, issued and delivered and constitute
valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture; the
Contract Securities, if any, when executed, authenticated,
issued and delivered pursuant to the Indenture and Delayed
Delivery Contracts, if any, will constitute valid and
legally binding obligations of the Company entitled to the
benefits provided by the Indenture; and the Designated
Securities and the Indenture conform to the descriptions
thereof in the Prospectus as amended or supplemented;

(vii)  The Indenture has been duly authorized,
executed and delivered by the Company thereto and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture
Act;

(viii)  The issue and sale of the Designated Securities
and the compliance by the Company with all of the provisions
of the Designated Securities, the Indenture, each of the
Delayed Delivery Contracts, if any, this Agreement and the
Pricing Agreement with respect to the Designated Securities
and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known
to such counsel to which the Company is a party or by which
the Company is bound or to which any of the property or
assets of the Company is subject, nor will such actions
result in any violation of the provisions of the Certificate
of Incorporation, as amended, or the By-Laws of the Company
or any statute or any order, rule or regulation known to
such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its properties,
in each case such that would have a material adverse effect
on the financial position or results of operations of the
Company and its subsidiaries, taken as a whole;

(ix)  No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and
sale of the Designated Securities or the consummation by the
Company of the other transactions contemplated by this
Agreement or such Pricing Agreement or the Indenture or any
of such Delayed Delivery Contracts, except such as have been
obtained under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, orders, registrations
or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and
distribution of the Designated Securities by the
Underwriters;

(x)  Neither the Company nor any of its Material
Subsidiaries is in material violation of its By-laws or
Certificate of Incorporation or other organizational
documents;

(xi)  The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the
financial statements and related schedules therein, as to
which such counsel need express no opinion), when they
became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and such counsel has no reason to believe that
any of such documents, when they became effective or were so
filed, as the case may be, contained, in the case of a
registration statement which became effective under the Act,
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, or, in the case
of other documents which were filed under the Act or the
Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading; and

(xii)  The Registration Statement and the Prospectus as
amended or supplemented and any further amendments and
supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities (other than the
financial statements and related schedules therein, as to
which such counsel need express no opinion) comply as to
form in all material respects with the requirements of the
Act and the Trust Indenture Act and the rules and
regulations thereunder; although such counsel does not
assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration
Statement or the Prospectus, such counsel has no reason to
believe that, as of their effective dates each part of the
Registration Statement or any further amendment or
supplement thereto made by the Company prior to the Time of
Delivery (other than the financial statements and related
schedules therein, and the Form T-1 as to which such counsel
need express no opinion) contained an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading or that, as of its date, the
Prospectus as amended or supplemented or any further
amendment or supplement thereto made by the Company prior to
the Time of Delivery (other than the financial statements
and related schedules therein and the Form T-1, as to which
such counsel need express no opinion) contained an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading or that, as of the Time
of Delivery, either the Registration Statement or the
Prospectus as amended or supplemented or any such further
amendment or supplement thereto made by the Company prior to
the Time of Delivery (other than the financial statements
and related schedules therein, as to which such counsel need
express no opinion) contains an untrue statement of a
material fact or omits to state a material fact required to
be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; and such counsel does not know of any
amendment to the Registration Statement required to be filed
or any contracts or other documents of a character required
to be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the Prospectus
as amended or supplemented or required to be described in
the Registration Statement or the Prospectus as amended or
supplemented which are not filed or incorporated by
reference or described as required.

ANNEX III

Pursuant to Section 7(d) of the Underwriting Agreement, Davis
Polk & Wardwell, Counsel for the Company, shall furnish an opinion to the
Representatives to the effect that:

(i)  The Company has been duly incorporated and is an
existing Corporation in good standing under the laws of the
jurisdiction of its incorporation;

(ii)  This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly
authorized, executed and delivered by the Company;

(iii)  In the event any of the Designated Securities
are to be purchased pursuant to Delayed Delivery Contracts,
each of such Delayed Delivery Contracts has been duly
authorized, executed and delivered by the Company and,
assuming such Contract has been duly executed and delivered
by the purchaser named therein, constitutes a valid and
legally binding agreement of the Company in accordance with
its terms; and any Delayed Delivery Contracts conform to the
description thereof in the Prospectus as amended or
supplemented;

(iv)  The Designated Securities have been duly
authorized; the Underwriters' Securities have been duly
executed, authenticated, issued and delivered and constitute
valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture; the
Contract Securities, if any, when executed, authenticated,
issued and delivered pursuant to the Indenture and Delayed
Delivery Contracts, if any, will constitute valid and
legally binding obligations of the Company entitled to the
benefits provided by the Indenture; and the Designated
Securities and the Indenture conform to the descriptions
thereof in the Prospectus as amended or supplemented;

(v) the Indenture has been duly authorized,
executed and delivered by the parties thereto and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture
Act;

(vi)  The statements set forth in the Prospectus
under the captions "Description of Debt Securities" and
"Description of Notes", insofar as they purport to
constitute a summary of the terms of the Securities, and
under the captions "Plan of Distribution" and
"Underwriting", insofar as they purport to describe the
provisions of the laws and documents referred to therein,
are accurate, complete and fair;

(vii)  The Company is not an "investment company" or
an entity "controlled" by an "investment company", as such
terms are defined in the Investment Company Act;

(viii)  The Registration Statement and the Prospectus
as amended or supplemented and any further amendments and
supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities (other than the
financial statements and related schedules therein, as to
which such counsel need express no opinion) comply as to
form in all material respects with the requirements of the
Act and the Trust Indenture Act and the rules and
regulations thereunder; although they do not assume any
responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement or
the Prospectus, except for those referred to in the opinion
in subsection (vi) above, they have no reason to believe
that, as of their effective dates, each part of the
Registration Statement (or any further amendment or
supplement thereto made by the Company prior to the Time of
Delivery)  (other than the financial statements and related
schedules therein and Form T-1, as to which such counsel
need express no opinion) or, as of its date, the Prospectus
as amended or supplemented (or any further amendment or
supplement thereto made by the company prior to the Time of
Delivery)  (other than the financial statements and related
schedules therein and Form T-1, as to which such counsel
need express no opinion) contained an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading or that, as of the Time of Delivery,
the Prospectus (or any such further amendment or supplement
thereto)  (other than the financial statements and related
schedules therein and Form T-1, as to which such counsel
need express no opinion) contains an untrue statement of a
material fact or omits to state a material fact required to
be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.

ANNEX IV

Pursuant to Section 7(e) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:

(i)  They are independent certified public
accountants with respect to the Company and its subsidiaries
within the meaning of the Act and the applicable published
rules and regulations thereunder;

(ii)  In their opinion, the financial statements
and any supplementary financial information and schedules
audited by them and included or incorporated by reference in
the Registration Statement, or the Prospectus comply as to
form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable,
and the related published rules and regulations thereunder;
and, if applicable, they have made a review in accordance
with standards established by the American Institute of
Certified Public Accountants of the consolidated interim
financial statements, selected financial data and/or
condensed financial statements derived from audited
financial statements of the Company for the periods
specified in such letter, as indicated in their reports
thereon, copies of which have been separately furnished to
the representative or representatives of the Underwriters
(the "Representatives") such term to include an Underwriter
or Underwriters who act without any firm being designated as
its or their representatives;

(iii)  The unaudited selected financial information
with respect to the consolidated results of operations and
financial position of the Company for the five most recent
fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year agrees
with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements
for five such fiscal years which were included or
incorporated by reference in the Company's Annual Reports on
Form 10-K for such fiscal years;

(iv)  They have compared the information in the
Prospectus under selected captions with the disclosure
requirements of Regulation S-K and on the basis of limited
procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that
caused them to believe that this information does not
conform in all material respects with the disclosure
requirements of Item 503(d) of Regulation S-K;

(v)  On the basis of limited procedures, not
constituting an audit in accordance with generally accepted
auditing standards, consisting of a reading of the unaudited
financial statements and other information referred to
below, a reading of the latest available interim financial
statements of the Company and its subsidiaries, inspection
of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus,
inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to
believe that:

(A)  (i) the unaudited condensed
consolidated statements of income and consolidated
statements of retained earnings, consolidated
balance sheets and consolidated statements of cash
flows included in the Prospectus and/or included
or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to
form in all material respects with the applicable
accounting requirements of the Exchange Act and
the related published rules and regulations, or
(ii) any material modifications should be made to
the unaudited condensed consolidated statements of
income and consolidated statements of retained
earnings, consolidated balance sheets and
consolidated statements of cash flows included in
the Prospectus or included in the Company's
Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus for them to be in
conformity with generally accepted accounting
principles;

(B) any other unaudited income statement
data and balance sheet items included in the
Prospectus do not agree with the corresponding
items in the unaudited consolidated financial
statements from which such data and items were
derived, and any such unaudited data and items
were not determined on a basis substantially
consistent with the basis for the corresponding
amounts in the audited consolidated financial
statements included or incorporated by reference
in the Company's Annual Report on Form 10-K for
the most recent fiscal year;

(C) the unaudited financial statements which
were not included in the Prospectus but from which
were derived the unaudited condensed financial
statements referred to in clause (A) and any
unaudited income statement data and balance sheet
items included or incorporated by reference in the
Prospectus and referred to in Clause (B) were not
determined on a basis substantially consistent
with the basis for the audited financial
statements included or incorporated by reference
in the Company's Annual Report on Form 10-K for
the most recent fiscal year;

(D) as of a specified date not more than
five days prior to the date of delivery of such
letter, there have been any changes in the capital
stock or any increase in the consolidated long-
term debt of the Company and its subsidiaries or
any decreases in consolidated net assets or other
items specified by the Representatives, or any
increases in any items specified by the
Representatives (in each case, if such information
is available), in each case as compared with
amounts shown in the latest balance sheet included
or incorporated by reference in the Prospectus
except in each case for changes, increases or
decreases which the Prospectus discloses have
occurred or may occur or which are described in
such letter; and

(E) for the period from the date of the
latest complete financial statements included or
incorporated by reference in the Prospectus to the
specified date referred to in Clause (D) there
were any decreases in consolidated income before
taxes or of consolidated net income or other items
specified by the Representatives, or any increases
in any items specified by the Representatives (in
each case, if such information is available), in
each case as compared with the comparable period
of the preceding year and with any other period of
corresponding length specified by the
Representatives, except in each case for increases
or decreases which the Prospectus discloses have
occurred or may occur or which are described in
such letter; and

(vi)  In addition to the audit referred to in their
report(s) included or incorporated by reference in the
Prospectus and the limited procedures, inspection of minute
books, inquiries and other procedures referred to in
subparagraphs (iii) and (v) above, they have carried out
certain specified procedures, not constituting an audit in
accordance with generally accepted auditing standards, with
respect to certain amounts, percentages and financial
information specified by the Representatives which are
derived from the general accounting records of the Company
and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part
II of, or in exhibits and schedules to, the Registration
Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting
records of the Company and its subsidiaries, and have found
them to be in agreement.

All references in this Annex IV to the Prospectus shall be
deemed to refer to the Prospectus (including the documents incorporated by
reference therein) as defined in the Underwriting Agreement as of the date of
the letter delivered on the date of the Pricing Agreement for purposes of such
letter and to the Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in relation to the applicable
Designated Securities for purposes of the letter delivered at the Time of
Delivery for such Designated Securities.

ANNEX V

Delayed Delivery Contract

, _____

PITNEY BOWES INC.
c/o  [Name and address of
appropriate Representatives]

Attention:

Dear Sirs:

The undersigned hereby agrees to purchase from PITNEY BOWES
INC. (hereinafter called the "Company"), and the Company agrees to sell to the
undersigned,

$

principal amount of the Company's (Title of Designated Securities] (hereinafter
called the "Designated Securities"), offered by the Company's Prospectus dated
, 199   , as amended or supplemented, receipt of a copy
of which is hereby acknowledged, at a purchase price of           % of the
principal amount thereof, plus accrued interest from the date from which
interest accrues as set forth below, and on the further terms and conditions
set forth in this contract.

The undersigned will purchase the Designated Securities from the
Company on 199 (the "Delivery Date") and interest on the Designated Securities
so purchased will accrue from                     , 199   .

[The undersigned will purchase the Designated Securities from
the Company on the delivery date or dates and in the principal amount or
amounts set forth below:

Date from Which
Delivery Date           Principal Amount          Interest Accrues
-------------           ----------------          ----------------
, 199              $                                 , 199
, 199              $                                 , 199

Each such date on which Designated Securities are to be purchased hereunder
is hereinafter referred to as a "Delivery Date".]

Payment for the Designated Securities which the undersigned has
agreed to purchase on [the] [each] Delivery Date shall be made to the Company
or its order by certified or official bank check in                 Clearing
House funds at the office of                     , or by wire transfer to a
bank account specified by the Company, on [the] [such] Delivery Date upon
delivery to the undersigned of the Designated Securities then to be purchased
by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate
by written, telex or facsimile communication addressed to the Company not less
than five full business days prior to [the] [such] Delivery Date.

The obligation of the undersigned to take delivery of and make
payment for Designated Securities on [the] [each] Delivery Date shall be
subject to the condition that the purchase of Designated Securities to be made
by the undersigned shall not on [the] [such] Delivery Date be prohibited under
the laws of the jurisdiction to which the undersigned is subject. The
obligation of the undersigned to take delivery of and make payment for
Designated Securities shall not be affected by the failure of any purchaser to
take delivery of and make payment for Designated Securities pursuant to other
contracts similar to this contract.

[The undersigned understands that underwriters (the
"Underwriters") are also purchasing Designated Securities from the Company,
but that the obligations of the undersigned hereunder are not contingent on
such purchases.] Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the Opinion of Counsel for the
Company delivered to the Underwriters in connection therewith.

The undersigned represents and warrants that, as of the date of
this contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.

This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.

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

It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the Company's sole
discretion and that, without limiting the foregoing, acceptances of such
contracts need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered by the Company.

Yours very truly,

_____________________________________

By __________________________________
(Signature)

__________________________________
(Name and Title)

__________________________________
(Address)

Accepted,                     , 199     .

PITNEY BOWES INC.

By __________________________________
(Title)

EXHIBIT 4
==============================================================================

PITNEY BOWES INC.,

Issuer

TO

SUNTRUST BANK, ATLANTA,

Trustee

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

Indenture

Dated as April __, 1998

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

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

TABLE OF CONTENTS

Page
----
ARTICLE 1
Definitions and Other Provisions of General Application

Section 1.1.  Definitions..................................................  1
Section 1.2.  Compliance Certificates and Opinions......................... 10
Section 1.3.  Form of Documents Delivered to Trustee....................... 10
Section 1.4.  Acts of Holders.............................................. 11
Section 1.5.  Notices, Etc., to Trustee and Company........................ 12
Section 1.6.  Notice of Holders; Waiver.................................... 12
Section 1.7.  Conflict with Trust Indenture Act............................ 13
Section 1.8.  Effect of Headings and Table of Contents..................... 13
Section 1.9.  Successors and Assigns....................................... 13
Section 1.10. Separability Clause.......................................... 13
Section 1.11. Benefits of Indenture........................................ 13
Section 1.12. Governing Law................................................ 13
Section 1.13. Legal Holidays............................................... 14

ARTICLE 2
Security Forms

Section 2.1.  Forms Generally.............................................. 14
Section 2.2.  Securities in Permanent Global Form.......................... 15

ARTICLE 3
The Securities

Section 3.1.  Amount Unlimited; Issuable in Series......................... 16
Section 3.2.  Denominations................................................ 18
Section 3.3.  Execution, Authentication, Delivery and Dating............... 19
Section 3.4.  Temporary Securities......................................... 20
Section 3.5.  Registration, Registration of Transfer and Exchange.......... 21
Section 3.6.  Mutilated, Destroyed, Lost and Stolen Securities............. 25
Section 3.7.  Payment of Interest; Interest Rights Preserved............... 25
Section 3.8.  Persons Deemed Owners........................................ 27
Section 3.9.  Cancellation................................................. 27
Section 3.10. Computation of Interest...................................... 28

ARTICLE 4
Satisfaction and Discharge

Section 4.1.  Satisfaction and Discharge of Indenture...................... 28
Section 4.2.  Defeasance of Securities of Any Series....................... 29
Section 4.3.  Application of Trust Funds; Indemnification.................. 31
Section 4.4.  Reinstatement................................................ 32

ARTICLE 5
Remedies

Section 5.1.  Events of Default............................................ 32
Section 5.2.  Acceleration of Maturity; Rescission and Annulment........... 33
Section 5.3.  Collection of Indebtedness and Suits for Enforcement
by Trustee................................................... 35
Section 5.4.  Trustee May File Proofs of Claim............................. 36
Section 5.5.  Trustee May Enforce Claims Without Possession of Securities.. 36
Section 5.6.  Application of Money Collected............................... 37
Section 5.7.  Limitation on Suits.......................................... 37
Section 5.8.  Unconditional Right of Holders to Receive Principal, Premium
and Interest................................................. 38
Section 5.9.  Restoration of Rights and Remedies........................... 38
Section 5.10. Rights and Remedies Cumulative............................... 38
Section 5.11. Delay or Omission Not Waiver................................. 39
Section 5.12. Control by Holders........................................... 39
Section 5.13. Waiver of Past Defaults...................................... 39
Section 5.14. Undertaking for Costs........................................ 40
Section 5.15. Waiver of Usury, Stay or Extension Law....................... 40

ARTICLE 6
The Trustee

Section 6.1.  Certain Duties and Responsibilities.......................... 41
Section 6.2.  Notice of Defaults........................................... 42
Section 6.3.  Certain Rights of Trustee.................................... 42
Section 6.4.  Not Responsible for Recitals or Issuance of Securities....... 44
Section 6.5.  May Hold Securities.......................................... 44
Section 6.6.  Money Held in Trust.......................................... 44
Section 6.7.  Compensation and Reimbursement............................... 44
Section 6.8.  Disqualification; Conflicting Interests...................... 45
Section 6.9.  Corporate Trustee Required; Eligibility...................... 45
Section 6.10. Resignation and Removal; Appointment of Successor............ 45
Section 6.11. Acceptance of Appointment by Successor....................... 47
Section 6.12. Merger, Conversion, Consolidation or Succession to Business.. 48
Section 6.13. Preferential Collection of Claims Against Company............ 49
Section 6.14. Appointment of Authenticating Agent.......................... 53

ARTICLE 7
Holders' List and Reports by Trustee and Company

Section 7.1.  Company to Furnish Trustee Names and Addresses of
Holders...................................................... 55
Section 7.2.  Preservation of Information; Communications to Holders....... 55
Section 7.3.  Reports by Trustee........................................... 57
Section 7.4.  Reports by Company........................................... 59

ARTICLE 8
Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1.  Company May Consolidate, Etc., Only on Certain Terms......... 59
Section 8.2.  Successor Corporation Substituted............................ 60

ARTICLE 9
Supplemental Indentures

Section 9.1.  Supplemental Indentures Without Consent of
Holders...................................................... 61
Section 9.2.  Supplemental Indentures with Consent of Holders.............. 62
Section 9.3.  Execution of Supplemental Indentures......................... 63
Section 9.4.  Effect of Supplemental Indentures............................ 63
Section 9.5.  Conformity with Trust Indenture Act.......................... 63
Section 9.6.  Reference in Securities to Supplemental Indentures........... 63

ARTICLE 10
Covenants

Section 10.1.  Payment of Principal, Premium and Interest.................. 64
Section 10.2.  Maintenance of Office or Agency............................. 64
Section 10.3.  Money for Securities Payments to Be Held in Trust........... 65
Section 10.4.  Corporate Existence......................................... 66
Section 10.5.  Payment of Taxes and Other Claims........................... 66
Section 10.6.  Limitations on Liens........................................ 67
Section 10.7.  Limitations on Sale and Lease-Back Transactions............. 69
Section 10.8.  Defeasance of Certain Obligations........................... 70
Section 10.9.  Certificate of Officers of the Company...................... 72
Section 10.10. Waiver of Certain Covenants................................. 72

ARTICLE 11
Redemption of Securities

Section 11.1.  Applicability of Article.................................... 72
Section 11.2.  Election to Redeem; Notice to Trustee....................... 73
Section 11.3.  Selection by Trustee of Securities to Be Redeemed........... 73
Section 11.4.  Notice of Redemption........................................ 74
Section 11.5.  Deposit of Redemption Price................................. 74
Section 11.6.  Securities Payable on Redemption Date....................... 74
Section 11.7.  Securities Redeemed in Part................................. 75

ARTICLE 12
Sinking Funds

Section 12.1.  Applicability of Article.................................... 75
Section 12.2.  Satisfaction of Sinking Fund Payments with Securities....... 76
Section 12.3.  Redemption of Securities for Sinking Fund................... 76

Testimonium.................................................................78
Signature and Seals.........................................................78
Acknowledgments.............................................................79

Exhibit A.        Form of Security.........................................A-1
Exhibit B.        Form of Certification....................................B-1

Reconciliation and tie(1) between Trust Indenture Act of 1939, as amended, and

Indenture, dated as of April __, 1998
between
Pitney Bowes Inc., Issuer
and
SunTrust Bank, Atlanta, Trustee

Trust Indenture                                    Indenture
Act Section                                       Section
- ----------------                                   ---------

Section  310 (a)(1)..............................    6.09
(a)(2)..............................    6.09
(a)(3)..............................    Not Applicable
(a)(4)..............................    Not Applicable
(b).................................    6.08
6.10
Section  311 (a).................................    6.13(a)
(b).................................    6.13(b)
(b)(2)..............................    7.03(a)(ii)
7.03(b)
Section  312 (a).................................    7.01
7.02(a)
(b).................................    7.02(b)
(c).................................    7.02(c)
Section  313 (a).................................    7.03(a)
(b).................................    7.03(b)
(c).................................    7.03(a),
7.03(b)
(d).................................    7.03(c)
Section  314 (a).................................    704
(b).................................    Not Applicable
(c)(1)..............................    1.02
(c)(2)..............................    1.02
(c)(3)..............................    Not Applicable
(d).................................    Not Applicable
(e).................................    1.02
Section  315 (a).................................    6.01(a)
(b).................................    6.02
7.03(a)(6)
(c).................................    6.01(b)
(d).................................    6.01(c)
(d)(1)..............................    6.01(a)(i)
(d)(2)..............................    6.01(c)(ii)
(d)(3)..............................    6.01(c)(iii)
(e).................................    5.14
Section  316 (a).................................    1.01
(a)(1)(A)...........................    5.02
5.12
(a)(1)(B)...........................    5.13
(a)(2)..............................    Not Applicable
(b).................................    5.08
Section  317 (a)(1)..............................    5.03
(a)(2)..............................    5.04
(b).................................   10.03
Section  318 (a).................................   10.07

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

INDENTURE, dated as of April __ , 1998, between PITNEY BOWES
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at World
Headquarters, Stamford, Connecticut 06926-0700, and SunTrust Bank, Atlanta, a
banking corporation duly organized and existing under the laws of the State of
Georgia, as Trustee (herein called the "Trustee").

Recitals of the Company

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE 1
Definitions and Other Provisions of General Application

Section 1.1.  Definitions.

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

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

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

(c)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation; and

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

Certain terms, used principally in Article 6, are defined in
that Article.

"Act", when used with respect to any Holder, has the meaning
specified in Section 1.4.

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

"Agent Member" means a member of, or participant in, a
Depositary.

"Authenticating Agent" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

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

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

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

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

"Consolidated Net Tangible Assets" means as of any particular
time the aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
trade names, unamortized debt discount and expense and other like intangibles,
all as shown in the most recent consolidated financial statements of the
Company and its Subsidiaries prepared in accordance with generally accepted
accounting principles.

"Consolidated Net Worth" means the sum of (i) the par value or
stated value of the capital stock of the Company, (ii) the capital in excess of
par value and (iii) the retained earnings, all as shown on the most recent
consolidated balance sheet of the Company and its Subsidiaries, prepared in
accordance with generally accepted accounting principles.

"Corporate Trust Office" means the office of the Trustee in
Atlanta, Georgia at which at any particular time corporate trust business
shall be principally administered.  At the date of execution of this Indenture
the address of the Corporate Trust Office is 58 Edgewood Avenue, Suite 400A,
Atlanta, Georgia 30303.

"Corporation" means corporation, association, company, joint
stock company or business trust.

"Defaulted Interest" has the meaning specified in Section 3.7.

"Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more permanent
global Securities, the Person designated as Depositary by the Company pursuant
to Section 3.1, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of
any such series shall mean the Depositary with respect to the Securities of
that series.

"Event of Default" has the meaning specified in Section 5.1.

"Funded Debt" means, with respect to any Person (a) every
obligation of such Person for money borrowed and every obligation of such
Person secured by any lien, mortgage, pledge or other security interest upon
any property or asset of such Person (whether or not assumed by such Person),
which by its terms matures at, or is extendible or renewable at the option of
the obligor to, a date more than 12 months after the time of the computation of
the amount thereof, and which would appear as a liability (other than a current
liability or a deferred item) on a statement of financial position of such
Person in accordance with generally accepted accounting principles, (b) all
obligations in respect of lease rentals which would be shown on a balance
sheet of the obligor as a liability (other than a current liability or a
deferred item) in accordance with generally accepted accounting principles,
(c) all guarantees, direct or indirect, of any such indebtedness or of any
such obligations of others or of dividends, and (d) all outstanding Preferred
Stock of any Restricted Subsidiary.

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

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.1.

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

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

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

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company, and who shall be acceptable to the Trustee.

"Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.

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

(i)   Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(ii)  Securities for whose payment or redemption (a)
money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company)
in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the
Holders of such Securities or (b) U.S. Government
Obligations as contemplated by Section 4.2 in the necessary
amount have been theretofore deposited with the Trustee (or
another trustee satisfying the requirements of Section 6.9
in trust for the Holders of such Securities in accordance
with Section 4.3; provided that, if such Securities are to
be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

(iii) Securities as to which Defeasance has been
effected pursuant to Section 4.2; and

(iv)  Securities which have been paid pursuant to
Section 3.6 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of
the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such
date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to
be Outstanding shall be the amount as specified or determined as contemplated
by Section 3.1, (C) the principal amount of a Security denominated in one or
more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 3.1, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D)
Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which the
Trustee knows to be so owned shall be so disregarded.  Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

"Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Securities on behalf
of the Company.

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

"Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of and any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

"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 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Preferred Stock" as applied to the capital stock of any
corporation means stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
on any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of stock of any other class of such corporation.

"Principal Domestic Manufacturing Plant" means any manufacturing
or processing plant or warehouse (other than such manufacturing plant or
warehouse which, in the opinion of the Board of Directors, is not of material
importance to the total business conducted by the Company and its Subsidiaries
taken as a whole) together with the land upon which it is erected and fixtures
comprising a part thereof, owned by the Company or any Subsidiary and located
in the United States of America, if the gross book value (without deduction of
any depreciation reserves) of all real property and fixed assets included in
such plant on the date as of which the determination is being made exceeds 1%
of Consolidated Net Worth.

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

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

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.1.

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

"Restricted Subsidiary" means any Subsidiary which is organized
under the laws of the United States or of any State or of the District of
Columbia and transacts all or a substantial portion of its business in the
United States and which owns a Principal Domestic Manufacturing Plant;
provided, however, that the term shall not include Pitney Bowes Credit
Corporation, a Delaware corporation, or any other Subsidiary (a) which is
solely or primarily engaged in the business of providing or obtaining
financing for the sale or lease of products sold or leased by the Company or
any Subsidiary or which is otherwise primarily engaged in the business of a
finance company either on a secured or an unsecured basis or (b) which is
solely or primarily engaged in the business of owning, developing or leasing
real property other than a Principal Domestic Manufacturing Plant.

"Sale and Lease-Back Transaction" of a corporation means any
arrangement whereby property has been or is to be sold or transferred by such
corporation to any Person with the intention on the part of such corporation of
taking back a lease of such property with a term of more than 36 months
pursuant to which the rental payments are calculated to amortize the purchase
price of such property substantially over the useful life of such property, and
such property is in fact so leased by such corporation.

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

"Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.7.

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

"Subsidiary" means with respect to the Company, a corporation
more than 50% of the outstanding Voting Stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries.  For the purposes of this
definition, "Voting Stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

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

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force on the date on which this instrument was executed,
provided however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by such
amendment, the Trust Indenture of 1939 as so amended.

"U.S. Government Obligations" means securities which 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 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, which, in
either case are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligations or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder
of such depository receipt for any amount received by the custodian in respect
to the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation by such depository receipt.

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

"Wholly-Owned Restricted Subsidiary" means a Restricted
Subsidiary all of the outstanding voting stock of which, other than directors'
qualifying shares, and all the Funded Debt of which shall at the time be owned
by the Company or by one or more other Wholly-Owned Restricted Subsidiaries, or
by the Company and one or more other Wholly-Owned Restricted Subsidiaries.

"Wholly-Owned Subsidiary" means any Subsidiary of which, at the
time of determination, all of the outstanding voting stock (other than
directors' qualifying shares) is owned by the Company, directly and/or
indirectly.  For purposes of this definition, "voting stock" has the same
meaning as under the definition of "Subsidiary".

Section 1.2.  Compliance Certificates and Opinions.

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

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

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

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

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

Section 1.3.  Form of Documents Delivered to Trustee.

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

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

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

Section 1.4.  Acts of Holders.

(a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  If any Securities are denominated in coin or currency other than
that of the United States, then for the purposes of determining whether the
Holders of the requisite principal amount of Securities have taken any action
with respect to the Securities of more than one series as herein described, the
principal amount of such Securities shall be deemed to be that amount of
United States dollars that could be obtained for such principal amount on the
basis of the spot rate of exchange into United States dollars for the currency
in which such Securities are denominated (as evidenced to the Trustee by an
Officers' Certificate) as of the date the taking of such action by the Holders
of such requisite principal amount is evidenced to the Trustee as provided in
the immediately preceding sentence.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments.  Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

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

Section 1.5.  Notices, Etc., to Trustee and Company.

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

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

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

Section 1.6.  Notice of Holders; Waiver.

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

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

Section 1.7.  Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture act, such required provision
shall control.

Section 1.8.  Effect of Headings and Table of Contents.

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

Section 1.9.  Successors and Assigns.

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

Section 1.10.  Separability Clause.

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

Section 1.11.  Benefits of Indenture.

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

Section 1.12.  Governing Law.

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

Section 1.13.  Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

ARTICLE 2
Security Forms

Section 2.1.  Forms Generally.

The Securities of each series shall be in substantially the
form set forth in Exhibit A, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or any rules or regulations pursuant thereto, or with the rules
of any securities exchange or to conform to general usage, all as may
consistently herewith be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.  If the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities.

The Trustee's certificates of authentication shall be in
substantially the form set forth in Exhibit B.

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

Section 2.2.  Securities in Permanent Global Form.

If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in whole or in part in permanent global
form, then notwithstanding Section 3.1(h) and the provisions of Section 3.2,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges.  Any
endorsement of a Security in permanent global form to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee or the Security Registrar in such manner
and upon instructions given by such Person or Persons as shall be specified in
such Security in permanent global form or in the Company Order to be delivered
to the Trustee pursuant to Section 3.3 or Section 3.4.  Subject to the
provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee or the
Security Registrar shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified in such Security or in the applicable Company Order.  If a Company
Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or
redelivery of a global Security shall be in writing but need not comply with
Section 1.2 and need not be accompanied by an Officer's Certificate or an
Opinion of Counsel, provided that the permanent global Security to be
endorsed, delivered or redelivered has previously been covered by an Opinion
of Counsel.

The provisions of the last sentence of Section 3.3 shall only
apply to any Security represented by a Security in permanent global form if
such Security was never issued and sold by the Company and the Company delivers
to the Trustee or the Security Registrar the Security in permanent global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Officer's Certificate or an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3.

Unless otherwise specified as contemplated by Section 3.1 for
the Securities evidenced thereby, every Security in permanent global form
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

ARTICLE 3
The Securities

Section 3.1.  Amount Unlimited; Issuable in Series.

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

The Securities may be issued in one or more series.  There
shall be established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth, or determined in the manner provided, in an Officer's
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series

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

(b)  any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3 of the Indenture, shall have not
been issued and sold by the Company and are therefore deemed never to have
been authenticated and delivered hereunder);

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

(d)  the Person to whom any interest on any Security of the
series shall be payable if other than as set forth in Section 3.7; the rate
or rates at which the Securities of the series shall bear any interest or
the manner of calculation of such rate or rates, if any, the date or dates
from which any such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable and the Regular Record Date, for
the interest payable on any Interest Payment Date;

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

(f) 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 and, if
other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

(g) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or analogous
provisions 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;

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

(i) if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2;

(j) if applicable, that the Securities of the Series, in
whole or any specified part, shall be defeasible pursuant to Section 4.02
or Section 10.08 or both Sections and if other than a Board Resolution, the
manner in which any election by the Company to defease those securities
shall be evidenced;

(k) whether the Securities of the series are to be issuable
in whole or in part in permanent global form, without coupons, and, if so,
(i) the form of any legend or legends which shall be borne by any such
permanent global Security in addition to or in lieu of that set forth in
Section 2.2, (ii) any circumstances in addition to or in lieu of those set
forth in Clause (2) of the last paragraph of Section 3.5 in which such
permanent global Security may be exchanged in whole or in part for
Securities registered, and in which any transfer of such permanent global
Security in whole or in part may be registered, in the name of Persons
other than the Depositary for such permanent global Security or a nominee
thereof and (iii) the Depositary with respect to any such permanent global
Security or Securities;

(l) the currency or currencies, including composite
currencies, in which payment of the principal of, and any premium and
interest on, the Securities of the series shall be payable if other than
the currency of the United States of America;

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

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

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

(p) any addition to or change in the Events of Default which
applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 5.1;

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

(r) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(e)).

All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
3.3) set forth in the Officer's Certificate referred to above or in any such
indenture supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, 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 setting forth the terms of the series.

Section 3.2.  Denominations.

The Securities of each series shall be issuable in registered
form without coupons and only in such denominations as shall be specified in
accordance with Section 3.1.  In the absence of such provisions with respect to
the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

Section 3.3.  Execution, Authentication, Delivery and Dating.

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

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities.  If the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted
by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a)  if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.1, that such form has
been established in conformity with the provisions of this Indenture;

(b)  if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture; and

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

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

Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer's
Certificate otherwise required pursuant to Section 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph
at or prior to the time of authentication of each Security of such series if
such documents are delivered at or prior to the time of authentication upon
original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.

Notwithstanding the foregoing and subject, in the case of a
Security in permanent global form, to Section 2.2, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9 together with a written statement
(which need not comply with Section 1.2 and need not be accompanied by an
Opinion of Counsel) directing such cancellation and stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 3.4.  Temporary Securities.

Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.

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

Section 3.5.   Registration, Registration of Transfer and
Exchange.

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

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

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

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

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

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not
involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.3 and ending at the close of business on the day of such day of such
mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

The provisions of Clauses (1) - (7) below shall apply only to
permanent global Securities:

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

(2)  Notwithstanding any other provisions in this
Indenture, no permanent global Security may be exchanged in
whole or in part for Securities registered, and no transfer
of a permanent global Security in whole or in part may be
registered, in the name of any Person other than the
Depositary for such permanent global Security or a nominee
thereof unless (a) the Depositary notifies the Company
pursuant to Clause (4) of this Section that it is unwilling
or unable to continue as Depositary for such permanent
global Security or if at any time the Depositary ceases to
be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) if the Company in its
sole discretion determines pursuant to Clause (5) of this
Section that such permanent global Security shall be so
exchangeable or transferrable and executes and delivers to
the Security Registrar a Company Order providing that such
permanent global Security shall be so exchangeable or
transferrable, (c) any event shall have occurred and be
continuing which, after notice or lapse of time, or both,
would become an Event of Default with respect to the
securities of the series of which such permanent global
Security is a part or (d) there shall exist such
circumstances, if any, in addition or in lieu of the
foregoing as have been specified for this purpose as
contemplated by Section 3.1.

(3)  Subject to Clause (2) above, any exchange of a
permanent global Security for other Securities may be made in
whole or in part, and all Securities issued in exchange for a
permanent global Security or any portion thereof shall be
registered in such names as the Depositary for such permanent
global Security shall direct.  The Trustee shall deliver such
Securities to or as directed by the Persons in whose names
such Securities are so registered.

(4)  If at any time the Depositary for any Securities
of a series represented by one or more global Securities
notifies the Company that it is unwilling or unable to
continue as Depositary for such Securities or if at any time
the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, the
Company shall appoint a successor Depositary with respect to
such Securities.  If a successor Depositary for such
Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of
such ineligibility (and in any event before the Depositary
surrenders such global Security for exchange), the Company's
election that such Securities be represented by one or more
global Securities shall no longer be effective and the
Company shall execute, and the Trustee, upon receipt of an
Officers' Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of
the global Security or Securities representing such
Securities in exchange for such global Security or
Securities.

(5)  The Company may at any time and in its sole
discretion determine that the Securities of any series
issued in the form of one or more global Securities shall no
longer be represented by a global Security or Securities.
In such event the Company will execute, and the Trustee,
upon receipt of an Officers' Certificate for the
authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such
series in definitive registered form, in any authorized
denominations, in an aggregate principal amount equal to the
principal amount of the global Security or Securities
representing such Securities, in exchange for such global
Security or Securities.

(6) Subject to Clause (2) above, with respect to
Securities represented by a global Security, the Depositary
for such global Security may surrender such global Security
in exchange in whole or in part for Securities of the same
series in definitive registered form on such terms as are
acceptable to the Company and such Depositary.  Thereupon,
the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

(i)  to the Person specified by such Depositary a
new Security or Securities of the same series, of any
authorized denomination as requested by such Person, in
an aggregate principal amount equal to and in exchange
for such Person's beneficial interest in the global
Security; and

(ii)  to such Depositary a new global Security
in a denomination equal to the difference, if any,
between the principal amount of the surrendered global
Security and the aggregate principal amount of
Securities authenticated and delivered pursuant to
clause 3.05(6)(i) above.

Upon the exchange of a global Security for Securities
in definitive registered form, in authorized denominations,
such global Security shall be canceled by the Trustee.

(7)  Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu
of, a permanent global Security or any portion thereof,
whether pursuant to this Section, Section 3.4, 3.6, 9.6 or
11.7 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a permanent global Security,
unless such Security is registered in the name of a Person
other than the Depositary for such permanent global Security
or a nominee thereof.

Section 3.6.  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

Section 3.7.  Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; provided that if that Security or its
Predecessor Security was originally issued on a date after a Regular Record
Date and before the following Interest Payment Date, the first payment of
interest on such Security will be made on the Interest Payment Date following
the next succeeding Regular Record Date.  Interest payable at Maturity (other
than on a date which is an Interest Payment Date) will be paid to the same
Person to whom the principal amount of this Security is payable.

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

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

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

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

Section 3.8.  Persons Deemed Owners.

Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 3.7) interest on such Security and
for all other purposes whatsoever, whether or not such Security is overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

Section 3.9.  Cancellation.

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

Section 3.10.  Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE 4
Satisfaction and Discharge

Section 4.1.  Satisfaction and Discharge of Indenture.

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

(a)  either

(i) all Securities theretofore authenticated and
delivered (other than (x)  Securities which have been
destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6 and (y)  Securities for
whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such
trust, as provided in Section 10.3) have been delivered to
the Trustee for cancellation; or

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

(A)  have become due and payable, or

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7,
the obligations of the Trustee to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause
(ii) of clause (a) of this Section, the obligations of the Trustee under
Section 4.3 and the last paragraph of Section 10.3 shall survive.

Section 4.2.  Defeasance of Securities of Any Series.

Unless otherwise specified pursuant to Section 3.1 with respect
to the Securities of any series, then notwithstanding Section 4.1, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of any series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such Outstanding Securities, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same) (hereinafter
called "Defeasance"), except as to:

(a)  the rights of Holders of Securities to receive, from the
trust funds described in subparagraph (d) hereof, (i) payment of the
principal of and any premium and each instalment of principal of and any
premium or interest on the Outstanding Securities of that series on the
Stated Maturity of such principal or instalment of principal or interest
and (ii) the benefit of any mandatory sinking fund payments or analogous
payments applicable to Securities of such series on the day on which such
payments are due and payable in accordance with the terms of the Indenture
and such Securities;

(b)  the Company's obligations with respect to such Securities
under Sections 3.5, 3.6, 10.2 and 10.3; and

(c)  the rights, powers, trusts, duties and immunities of the
Trustee hereunder;

provided that the following conditions have been satisfied:

(d)  with reference to this provision the Company has
irrevocably deposited or caused to be irrevocably deposited with the Trustee
as trust funds in the trust for purposes of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of the Securities of that series, (i) money in an amount, or
(ii)  U.S.  Government Obligations which through the payment of interest
and principal in respect thereof in accordance with their terms will
provide not later than one day before the due date of any payment referred
to in clause (A) or (B) of this subparagraph (d) money in an amount, or
(iii) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee for such purposes, (A) the principal
of and any premium and each instalment of principal and any premium or
interest on the Outstanding Securities of that series on the Stated
Maturity or the Redemption Date, as the case may be, of such principal or
instalment of principal or interest and (B) any mandatory sinking fund
payments or analogous payments applicable to Securities of such series on
the day on which such payments are due and payable, each in accordance with
the terms of this Indenture and of such Securities;

(e) such Defeasance shall not cause the Trustee with respect
to the Securities of that series to have a conflicting interest as defined
in Section 6.8 and for purposes of the Trust Indenture Act with respect to
the Securities of any series;

(f) such Defeasance will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

(g) such Defeasance would not cause any Outstanding Security
of such series then listed on any nationally recognized securities exchange
to be then delisted as a result thereof;

(h) no Event of Default or event which with notice or lapse
of time would become an Event of Default with respect to Securities of the
series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

(i) the Company has delivered to the Trustee an Opinion of
Counsel stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date
of this Indenture there has been a change in the applicable Federal income
tax law, in either case to the effect that, and such Opinion of Counsel
shall confirm that, Holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result
of such deposits, defeasance and discharge and will be subject to Federal
income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit, defeasance and discharge had
not occurred; and that such Defeasance would not result in the trust
arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940, as amended from time to
time; and

(j)  the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the Defeasance contemplated by this
provision have been complied with.

Section 4.3.  Application of Trust Funds; Indemnification.

(a)  Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section 4.1, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section
4.2 or Section 10.8 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.2 or
Section 10.8 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory
sinking fund payments or analogous payments as contemplated by Section 4.2 or
Section 10.8, as the case may be.

(b)  The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 4.2 or Section 10.8 or
the interest and principal received in respect of such obligations other
than any payable by or on behalf of Holders.

(c)  The Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or U.S.  Government Obligations
held by it as provided in Section 4.2 or 10.8 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess
of the amount which then would have been required to be deposited for the
purpose for which such money or U.S.  Government Obligations were deposited
or received.

Section 4.4.  Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money
in accordance with Section 4.2 or 10.8 with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or upon the occurrence of
an Event of Default, then the obligations under this Indenture and such
Securities from which the Company has been discharged or released pursuant to
Section 4.2 or 10.8 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 4.3 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

ARTICLE 5
Remedies

Section 5.1.  Events of Default.

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

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

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

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

(d)  default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of each series affected thereby a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

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

(f)  the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the filing of such petition or
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action
by the Company in furtherance of any such action; or

(g)  any events of default provided with respect to Securities
of that Series.

Section 5.2.  Acceleration of Maturity; Rescission and
Annulment.

If an Event of Default described in clause (a), (b), (c), (d)
or (g) of Section 5.1 with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series (each such series voting as a separate class in the
case of an Event of Default under clause (a), (b), (c) or (g) of Section 5.1,
and all such series voting as one class in the case of such an Event of
Default under clause (d) of Section 5.1) may declare the principal amount (or,
if the Securities of any such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of such series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.  If any Event of
Default described in clause (e) or (f) of Section 5.1 occurs and is
continuing, then in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Outstanding Securities
(voting as one class) may declare the principal amount (or, if the Securities
of any such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities then Outstanding to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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

(i)  the overdue interest on all Securities of the
series,

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

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

(iv) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustees, its agents and
counsel and all other amounts due under 6.7;

and

(b)  all Events of Default with respect to Securities of that
series other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 5.13.

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

Section 5.3.  Collection of Indebtedness and Suits for
Enforcement by Trustee.

The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities, for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

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

Section 5.4.  Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon
the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of
the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holders hereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.

Section 5.5.  Trustee May Enforce Claims Without Possession of
Securities.

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

Section 5.6.  Application of Money Collected.

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

FIRST:  To the payment of all amounts due the Trustee
under Section 6.7; and

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

Section 5.7.  Limitation on Suits.

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

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

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

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

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

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

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

Section 5.8.  Unconditional Right of Holders to Receive
Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 3.7) interest on such Security on the Stated Maturity
or Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

Section 5.9.  Restoration of Rights and Remedies.

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

Section 5.10.  Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.  The
assertions or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

Section 5.11.  Delay or Omission Not Waiver.

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

Section 5.12.  Control by Holders.

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

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

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

(c) the Trustee shall have the right to decline any
direction with respect to which a Responsible Officer reasonably determines
such direction will cause the Trustee to incur any liability for which it
shall not have been adequately indemnified pursuant to Section 5.7.

Section 5.13.  Waiver of Past Defaults.

The Holders of (i) not less than a majority in principal amount
of the Outstanding Securities of any series (each such series voting as a
separate class) may on behalf of the Holders of all Securities of such series
waive any past default with respect to such series and its consequences, or
(ii) not less than a majority in principal amount of the Outstanding
Securities (voting as one class) may on behalf of the Holders of all the
Outstanding Securities affected thereby waive any past default described in
(d), (e) and (f) of Section 5.01 with respect to the Securities of such series
and its consequences, except in any such case a default

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

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

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

Section 5.14.  Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 25% in principal amount of the Outstanding Securities of any series or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 5.15.  Waiver of Usury, Stay or Extension Law.

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

ARTICLE 6
The Trustee

Section 6.1.  Certain Duties and Responsibilities.

(a)  Except during the continuance of an Event of Default,

(i) the Trustee undertakes to perform such duties and
only such duties as 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 its part the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon 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 which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall
be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.

(b)  In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs.

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

(i)  this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section;

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

(iii)  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 a majority
in principal amount of the Outstanding Securities of any
series, determined as provided in Section 5.12, 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 such series; and

(iv) no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

(d)  Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.
Section 6.2.  Notice of Defaults.

Within 90 days after the occurrence of any default hereunder
known to the Trustee (within the meaning of Section 6.03(h)) with respect to
the Securities of any series the Trustee shall transmit in the manner and to
the extent provided in Section 7.3(d), notice of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of or any premium or interest on any Security of such series or in the payment
of any sinking fund instalment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any default of the
character specified in Section 5.1(d) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.  For the purpose of this Section, the term "default",
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.

Section 6.3.  Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

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

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

(c)  whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers' Certificate;

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

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

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

(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;

(h) the Trustee is not required to take notice or deemed to
have notice of any default or Event of Default hereunder, except an Event
of Default under Section 5.01(a), (b) or (c) if at the time it is serving
as Paying Agent for the Securities, unless a Responsible Officer of the
Trustee (i) has actual knowledge of such default or Event of Default or
(ii) has received notice in writing of such default or Event of Default
from the Company or from the holders of at least 25% in aggregate principal
amount of the Outstanding Securities of the series so affected, and in the
absence of any such actual knowledge or notice, the Trustee may
conclusively assume that no default or Event of Default exists; and

(i) the Trustee's immunities and protections from liability
and its rights to compensation and indemnification in connection with the
performance of its duties under this Indenture shall extend to the
Trustee's officers, directors, agents and employees.  Such immunities and
protections and right to indemnification, together with the Trustee's right
to compensation, shall survive the Trustee's resignation or removal and
final payment of the Securities.

Section 6.4.  Not Responsible for Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness.  The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities.  The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 6.5.  May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

Section 6.6.  Money Held in Trust.

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

Section 6.7.  Compensation and Reimbursement.

The Company agrees

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

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

(c) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

(d)  The Trustee shall have, and is hereby granted, a first
priority lien on all monies, securities and collateral (other than monies
held in trust by the Trustee for the purpose of paying the principal of,
and any premium and interest on, the Securities) held by or on behalf of
the Trustee pursuant to this Indenture for payment or reimbursement to the
Trustee of its fees, expenses and any other monies payable to it hereunder.

Section 6.8.  Disqualification; Conflicting Interests.

(a)  If the Trustee has or shall acquire any conflicting
interest within the meaning of the Trust Indenture Act, with respect to the
Securities of any series, it shall, within 90 days after ascertaining that
it has such conflicting interest, either eliminate such conflicting
interest or resign with respect to the Securities of that series in the
manner and with the effect hereinafter specified in this Article.

(b)  In the event that the Trustee shall fail to comply with
the provisions of Subsection (a) of this Section with respect to the
Securities of any series, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit by mail to all Holders of
Securities of that series, as their names and addresses appear in the
Security Register, notice of such failure.

Section 6.9.  Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 subject to supervision or examination by
Federal or State authority and having its Corporate Trust Office in any State
in the United States of America or in the District of Columbia.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

Section 6.10.  Resignation and Removal; Appointment of
Successor.

(a)  No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

(b)  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.  If the instrument of acceptance by a successor Trustee required
by Section 6.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

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

(d)  If at any time:

(i)  the Trustee shall fail to comply with Section 6.8(a)
after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security for at least
six months, or

(ii)  the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request
therefor by the Company or by any such Holder, or

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

then, in any such case, (A) the Company, by a Board Resolution, may remove
the Trustee with respect to the applicable series of Securities, or (B)
subject to Section 5.14, any Holder who has been a bona fide Holder of a
Security of any series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to such series of
Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

(f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to all Holders of Securities of such series as their names and addresses
appear in the Security Register.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

Section 6.11.  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) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, without any
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 all 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 such successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

Section 6.12.  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 all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Securities.

Section 6.13.  Preferential Collection of Claims Against
Company.

(a)  Subject to Subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined
in Subsection (c) of this Section, or subsequent to such a default, as defined
in Subsection (c) of this Section, then, unless and until such default shall
be cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the Holders of the Securities and the
holders of other indenture securities, as defined in subsection (c) of this
Section:

(i)  an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in
respect of principal or interest, effected after the
beginning of such three months' period and valid as against
the Company and its other creditors, except any such
reduction resulting from the receipt or disposition of any
property described in paragraph (ii) of this Subsection, or
from the exercise of any right of set-off which the Trustee
could have exercised if a petition in bankruptcy had been
filed by or against the Company upon the date of such
default; and

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

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

(A)  to retain for its own account (1) payments made on
account of any such claim by any Person (other than the
Company) who is liable thereon, (2) the proceeds of the
bona fide sale of any such claim by the Trustee to a
third Person, and (3) distributions made in cash,
securities or other property in respect of claims filed
against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law;

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

(C)  to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any
property held by it as security for any such claim, if
such claim was created after the beginning of such three
months' period and such property was received as security
therefor simultaneously with the creation thereof, and if
the Trustee shall sustain the burden of proving that at
the time such property was so received the Trustee had no
reasonable cause to believe that a default, as defined in
Subsection (c) of this Section, would occur within four
months; or

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

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

If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of
other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to
the Federal Bankruptcy Act or applicable State law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account.  As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim.  The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (1) to apportion among the Trustee, the
Holders and the holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (2) in lieu of such apportionment, in whole
or in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such
claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

Any Trustee which has resigned or been removed after the
beginning of such three months' period shall be subject to the provisions of
this Subsection as though such resignation or removal had not occurred.  If
any Trustee has resigned or been removed prior to the beginning of such three
months' period, it shall be subject to the provisions of this Subsection if
and only if the following conditions exist:

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

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

In any case commenced under the Bankruptcy Act of July 1, 1898,
or any amendment thereto, enacted prior to November 6, 1978, all references to
periods of three months shall be deemed to be references to periods of four
months.

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

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

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

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

(iv) an indebtedness created as a result of services
rendered or premises rented; or an indebtedness created as a
result of goods or securities sold in a cash transaction, as
defined in Subsection (c) of this Section;

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

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

(c)  For the purposes of this Section only:

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

(ii) the term "other indenture securities" means
securities upon which the Company is an obligor outstanding
under any other indenture (A) under which the Trustee is
also trustee, (B) which contains provisions substantially
similar to the provisions of this Section, and (C) under
which a default exists at the time of the apportionment of
the funds and property held in such special account;

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

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

(v) the term "Company" means any obligor upon the
Securities; and

(vi) the term "Federal Bankruptcy Act" means the
Bankruptcy Act or Title 11 of the United States Code.

Section 6.14.  Appointment of Authenticating Agent.

At any time the Trustee may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue, exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating
Agent.  Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.  If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 6.7.

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

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

___________________________
As Trustee,

By:__________________________________
As Authenticating Agent

By:__________________________________
Authorized Officer

ARTICLE 7
Holders' List and Reports by Trustee and Company

Section 7.1.  Company to Furnish Trustee Names and Addresses of
Holders.

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

(a) semi-annually a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of the date
of such list, 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 excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.

Section 7.2.  Preservation of Information; Communications to
Holders.

(a)  The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.

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

(i)  afford such applicants access to the information
preserved at the time by the Trustee in accordance with
Section 7.2(a), or

(ii) inform such applicants as to the approximate
number of Holders of such series of Securities or Holders of
all other series of Securities whose names and addresses
appear in the information preserved at the time by the
Trustee in accordance with Section 7.2(a), and as to the
approximate cost of mailing to the Holders of such series of
Securities or the Holders of all series of Securities the
form of proxy or other communication, if any, specified in
such application.

If the Trustee shall elect not to afford such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of such series of Securities or of all series
of Securities or of all series of Securities whose name and address appear in
the information preserved at the time by the Trustee in accordance with
Section 7.2(a) a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing
would be contrary to the best interest of the relevant Holders or would be in
violation of applicable law.  Such written statement shall specify the basis
of such opinion.  If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting
their application.

(c)  Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.2(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b).

Section 7.3.  Reports by Trustee.

(a)  If required under Section 313(a) of the Trust Indenture
Act, within 60 days after April 1 of each year commencing with the year
1999, so long as any of the Securities are outstanding, the Trustee shall
transmit by mail to all Holders, as provided in subsection (c) of this
Section 7.3, a brief report dated as of such April 1 with respect to any of
the following events which may have occurred within the previous 12 months
(but if no such event has occurred within such period no report need by
transmitted):

(i)  any change to its eligibility under Section 6.9 or the
creation of or any material change to its qualifications under
Section 6.8;

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

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

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

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

(vi) any action taken by the Trustee in the performance
of its duties hereunder which it has not previously reported
and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has
been or is to be withheld by the Trustee in accordance with
Section 6.2.

(b)  The Trustee shall transmit by mail to all Holders, as
provided in subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of
this Section (or if no such report has yet been so transmitted, since the date
of execution of this instrument) for the reimbursement of which it claims or
may claim a lien or charge, prior to that of the Securities, on property or
funds held or collected by it as Trustee and which it has not previously
reported pursuant to this Subsection, except that the Trustee shall not be
required (but may elect) to report such advances if such advances remaining
unpaid at any time aggregate 10% or less of the principal amount of the
Securities Outstanding of such series at such time, such report to be
transmitted within 90 days after such time.

(c)  Reports pursuant to this Section shall be transmitted
by mail:

(i) to all Holders of Securities, as the names and
addresses of such Holders appear in the Security Register as
of a date not more than fifteen days prior to the mailing
thereof;

(ii) to such holders of Securities of any series as
have, within two years preceding such transmission, filed
their names and addresses with the Trustee for such series
for that purpose; and

(iii) except in the case of reports pursuant to
subsection (b) of this Section, to all Holders of Securities
whose names and addresses have been received by the Trustee
pursuant to Section 7.1.

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

Section 7.4.  Reports by Company.

The Company shall:

(a)  file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

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

(c) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, to such Holders of Securities as have, within the
two years preceding such transmission, filed their names and addresses with
the Trustee for that purpose and Holders of securities whose names and
addresses have been furnished to or received by the Trustee pursuant to
Section 7.2(a) such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (a) and (b) of
this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

ARTICLE 8
Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1.  Company May Consolidate, Etc., Only on Certain
Terms.

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

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

(b)  immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or a
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;

(c)  if, as a result of any such consolidation or merger or
such conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture, the Company or
such successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby; and

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

Section 8.2.  Successor Corporation Substituted.

Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.1, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture and the Securities.

ARTICLE 9
Supplemental Indentures

Section 9.1.  Supplemental Indentures Without Consent of
Holders.

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

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

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

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

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

(e) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination shall (A) shall neither (i)
apply to Securities of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of such Securities with respect to
such provision or (B) shall become effective only when there is no such
Security Outstanding; or

(f) to secure the Securities pursuant to the requirements of
Sections 8.1(c) or 10.8 or otherwise; or

(g) to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 3.1; or

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

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

Section 9.2.  Supplemental Indentures with Consent of Holders.

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

(a)  change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2,
or change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or

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

(c) modify any of the provisions of this Section, Section
5.13 or Section 10.10, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the
references to "the Trustee" and concomitant changes in this Section and
Section 10.10, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11(b) and 9.1(h).

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

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

Section 9.3.  Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.  The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 9.4.  Effect of Supplemental Indentures.

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

Section 9.5.  Conformity with Trust Indenture Act.

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

Section 9.6.  Reference in Securities to Supplemental
Indentures.

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

ARTICLE 10
Covenants

Section 10.1.  Payment of Principal, Premium and Interest.

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

Section 10.2.  Maintenance of Office or Agency.

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

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

Section 10.3.  Money for Securities Payments to Be Held in
Trust.

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

Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of
any premium or interest on any Securities of that Series, deposit with a Paying
Agent a sum sufficient to pay the principal and any premium 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 its action or
failure so to act.

The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal
of and any premium or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the making of
any payment of principal and any premium or interest on the Securities of
that series; and

(c) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.

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

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of and any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal and any premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

Section 10.4.  Corporate Existence.

Subject to Article 8, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to
the Holders.

Section 10.5.  Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

Section 10.6.  Limitations on Liens.

(a)  The Company will not, and will not permit any Restricted
Subsidiary to, issue, assume, guarantee or become liable for any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed
(herein referred to for purposes of this Section 10.6 as "indebtedness")
secured by any mortgage, security interest, pledge or lien (herein referred to
for purposes of this Section 10.6 as a "mortgage") of or upon (x) any
Principal Domestic Manufacturing Plant or (y) shares of capital stock or
indebtedness issued by any Restricted Subsidiary and owned by the Company or
any Restricted Subsidiary, whether owned at the date of this Indenture or
thereafter acquired, without making effective provision, and the Company in
each case will make or cause to be made effective provision, whereby the
Securities shall be secured by such mortgage equally and ratably with (or prior
to) any and all other indebtedness thereby secured, so long as such
indebtedness shall be so secured (for the purpose of providing such equal and
ratable security the principal amount of the Securities shall mean and shall
not be less than that principal amount that could be declared to be due and
payable pursuant to Section 5.2 on the date of the making of such effective
provision and the extent of such equal and ratable security shall be adjusted
semi-annually to reflect the change in said principal amount over time
pursuant to Section 5.2 and any other provision hereof); provided, however,
that the foregoing restriction shall not apply to indebtedness secured by any
of the following:

(i)  mortgages on any property existing at the time of
acquisition thereof or as of the date of first issuance by
the Company of Securities pursuant to this Indenture;

(ii)  mortgages on property of a corporation existing at
the time such corporation is acquired (including by way of
merger or consolidation) by the Company or a Restricted
Subsidiary or a Restricted Subsidiary is merged into such
corporation or at the time of a sale, lease or other
disposition of the properties of such corporation (or a
division thereof) as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary, provided
that such mortgages as a result of such merger,
consolidation, sale, lease or other disposition is not
extended to property owned by the Company or such Restricted
Subsidiary immediately prior thereto;

(iii) mortgages on property of a corporation existing at
the time such corporation first becomes a Restricted
Subsidiary;

(iv) mortgages securing indebtedness of a Wholly-Owned
Restricted Subsidiary to the Company or to a Wholly-Owned
Restricted Subsidiary;

(v) mortgages on property to secure all or part of the
cost of acquiring, substantially repairing or altering,
constructing, developing or substantially improving all or
any part of such property or to secure indebtedness incurred
to provide funds for any such purpose or for reimbursement
of funds previously expended for any such purpose, provided
the commitment of the creditor to extend the credit secured
by any such mortgage shall have been obtained not later than
180 days after the later of (a) the completion of the
acquisition, substantial repair or alteration, construction,
development or substantial improvement of such property or
(b) the placing in operation of such property or of such
property as so substantially repaired or altered,
constructed, developed or substantially improved;

(vi) mechanic's liens, tax liens, liens in favor of any
governmental body to secure progress, advance or other
payments or the acquisition of real or personal property
from such governmental body pursuant to any contract or
provision of any statute, and other liens, charges and
encumbrances incidental to construction, to the conduct of
business or to the ownership of property of the Company or
any Restricted Subsidiary which were not incurred in
connection with the borrowing of money or the obtaining of
advances or credits or the acquisition of property and do
not in the aggregate materially impair the use of any
Principal Domestic Manufacturing Plant for the purposes for
which it is held or which are being contested in good faith
by the Company or such Restricted Subsidiary;

(vii) mortgages arising by reason of any judgment,
decree or order of any court, so long as any appropriate
legal proceedings which may have been initiated for the
review of such judgment, decree or order shall not have been
finally terminated or so long as the period within which
such proceedings may be initiated shall not have expired;
any deposit or pledge with any surety company or clerk of
any court, or in escrow, as collateral in connection with,
or in lieu of, may bond on appeal from any judgment or
decree against the Company or any Restricted Subsidiary, or
in connection with other proceedings or actions at law or in
equity by or against the Company or any Subsidiary; or

(viii) any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole
or in part, of any mortgage referred to in the foregoing
Clauses (i) to (vii), inclusive; provided, however, that the
principal amount of indebtedness secured thereby and not
otherwise authorized by said Clauses (i) to (vii),
inclusive, shall not exceed the principal amount of
indebtedness, plus any premium or fee payable in connection
with any such extension renewal or replacement, so secured
at the time of such extension, renewal or replacement.

(b)  Notwithstanding the provisions of Section 10.6(a), the
Company or any Restricted Subsidiary may issue, assume, guarantee or become
liable for indebtedness secured by mortgages which would otherwise be
subject to the restrictions of Section 10.6(a) in an aggregate amount
which, together with all indebtedness outstanding pursuant to this Section
10.6(b), does not exceed 10% of Consolidated Net Tangible Assets.

Section 10.7.  Limitations on Sale and Lease-Back Transactions.

(a)  The Company will not, nor will it permit any Restricted
Subsidiary to, enter into any Sale and Lease-Back Transaction on or after the
initial issuance of Securities pursuant to this Indenture with respect to any
Principal Domestic Manufacturing Plant (except for (1) a transaction providing
for a lease for a term, including any renewal thereof, of not more than three
years, (2) a transaction between the Company and a Wholly-Owned Restricted
Subsidiary or between Wholly-Owned Restricted Subsidiaries or (3) any lease
of property acquired after the date of the initial issuance of Securities
pursuant to this Indenture if the rent payable by the Company or such
Restricted Subsidiary thereunder is to be reimbursed under a contract with the
government of the United States or any instrumentality or agency thereof), if
the commitment by or on behalf of the purchaser is obtained more than 180 days
after the later of (i) the completion of the acquisition, substantial repair or
alteration, construction, development or substantial improvement of such
Principal Domestic Manufacturing Plant or (ii) the placing in operation of such
Principal Domestic Manufacturing Plant or of such Principal Domestic
Manufacturing Plant as so substantially repaired or altered, constructed,
developed or substantially improved, unless either (x) the Company or such
Restricted Subsidiary would be entitled pursuant to Section 10.6(a) to issue,
assume, guarantee or become liable for debt secured by a mortgage on such
Principal Domestic Manufacturing Plant without equally and ratably securing
the Securities or (y) the Company shall apply or cause to be applied, in the
case of a sale or transfer for cash, an amount equal to the net proceeds
thereof (but not in excess of the net book value of such sale or transfer)
and, in the case of a sale or transfer otherwise than for cash, an amount
equal to the fair market value (as determined by the Board of Directors but
not in excess of the net book value of such Principal Domestic Manufacturing
Plant at the date of such sale or transfer) of the Principal Domestic
Manufacturing Plant so leased to the retirement, within 180 days after the
effective date of such Sale and Lease-Back Transaction, of Securities or other
indebtedness of the Company or a Restricted Subsidiary; provided, however,
that any such retirement of Securities shall be in accordance with Section
11.1 and provided, further, that the amount to be applied to such retirement
of Securities or other indebtedness shall be reduced by an amount equal to the
sum of (A) an amount equal to the principal amount of Securities delivered
within 180 days after the effective date of such Sale and Lease-Back
Transaction to the Trustees for retirement and cancellation (for purposes of
making such calculation, the principal amount of Original Issue Discount
Securities so retired or cancelled shall mean the portion thereof that could
have been declared due and payable pursuant to Section 5.2 at the time retired
and cancelled) and (B) the principal amount, plus any premium or fee paid in
connection with any redemption in accordance with the terms, of other
indebtedness voluntarily retired by the Company within such 180-day period,
excluding retirements pursuant to mandatory prepayment provisions and payments
at maturity.

(b)  Notwithstanding the provisions of Section 10.7(a), the
Company or any Restricted Subsidiary may enter into a Sale and Lease-Back
Transaction which would otherwise be subject to the restrictions of Section
10.7(a) so as to create an aggregate amount of attributable debt which,
together with all indebtedness outstanding pursuant to Section 10.6(b), and
all attributable debt outstanding pursuant to this Section 10.7(b), does
not exceed 10% of Consolidated Net Tangible Assets. "Attributable debt" in
respect of any Sale and Lease-Back Transaction means, as of the time of the
determination, the lesser of (i) the sale price of the Principal Domestic
Manufacturing Plant so leased multiplied by a fraction the numerator of
which is the remaining portion of the base term of the lease included in
such transaction and the denominator of which is the base term of such
lease, and (ii) the total obligation (discounted to present value at the
implicit interest factor, determined in accordance with generally accepted
financial practice, included in the rental payments, or, if such interest
factor cannot readily be determined, at a rate of interest of 11% per
annum, compounded semiannually) under the lease for rental payments (other
than amounts required to be paid on account of property taxes as well as
maintenance, repairs, insurance, water rates and other items which do not
constitute payments for property rights (such as those based on real or
energy costs or savings) during the remaining portion of the base term of
the lease included in such transaction).

Section 10.8.  Defeasance of Certain Obligations.

Unless otherwise specified pursuant to Section 3.1 with respect
to Securities of any series, the Company may omit to comply, on or after the
date the conditions set forth in subsections (a) to (f) of this Section 10.8
are satisfied, with any term, provision or condition set forth in Section 10.6
and Section 10.7, with respect to the Securities of such series, and with any
term, provision or condition set forth in any additional negative or
restrictive covenant of the Company (other than those contained in this
Indenture) applicable to the Securities of such series (hereafter called
"Covenant Defeasance") as specified pursuant to Section 3.1(q)), if

(a)  With reference to this Section 10.8, the Company has
irrevocably deposited or caused to be irrevocably deposited with the Trustee
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of that series, (i) money in an amount, or (ii)
U.S. Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide not
later than one day before the due date of any payment referred to in clause
(A) or (B) of this subparagraph (1) money in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee for such purposes (A) the principal of and any premium and each
instalment of principal and any (premium) and interest on the Outstanding
Securities of that series on the Stated Maturity or the Redemption Date, as
the case may be, of such principal or instalment of principal or interest and
(B) any mandatory sinking fund payments or analogous payments applicable to
Securities of such series on the day on which such payments are due and
payable each in accordance with the terms of the Indenture and of such
Securities;

(b)  Such Covenant Defeasance shall not cause the Trustee with
respect to the Securities of that series to have a conflicting interest as
defined in Section 6.8 and for purposes of the Trust Indenture Act with
respect to the Securities of any series;

(c)  Such Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is
bound;

(d)  No Event of Default or event which with notice or lapse
of time would become an Event of Default with respect to Securities of that
series shall have occurred and be continuing on the date of such deposit;

(e)  The Company has delivered to the Trustee an Opinion of
Counsel stating that (A)  Holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result
of such deposit and Covenant Defeasance and will be subject to Federal
income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit and Covenant Defeasance had not
occurred;  (B) such Covenant Defeasance would not cause any outstanding
Security of such series then listed on any nationally recognized securities
exchange to be delisted as a result thereof; and (C) such deposit would not
result in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of 1940, as
amended from time to time; and

(f)  The Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by
this Section have been complied with.

Section 10.9.  Certificate of Officers of the Company.

On or before the last day of April of each year beginning with
the year 1999, the Company will file with the Trustee an Officers' Certificate
stating whether or not to the best knowledge of the signers thereof the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture, and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.  For purposes of this paragraph, any such
default shall be delivered without regard to any period of grace or
requirement of notice provided in this Indenture.

Section 10.10.  Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 10.4 to 10.7,
inclusive, with respect to the Securities of any series if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect
such term, provisions or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

ARTICLE 11
Redemption of Securities

Section 11.1.  Applicability of Article.

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.1 for Securities of any
series) in accordance with this Article.

Section 11.2.  Election to Redeem; Notice to Trustee.

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

Section 11.3.  Selection by Trustee of Securities to Be
Redeemed.

If less than all the Securities of any series are to be
redeemed (unless all of the Securities of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger
than the minimum authorized denomination for Securities of that series.  If
less than all of the Securities of such series and of a specified tenor are to
be redeemed, the particular Securities to be redeemed shall be selected not
more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.

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

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

Section 11.4.  Notice of Redemption.

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

All notices of redemption shall state:

(a)  the Redemption Date,

(b)  the Redemption Price,

(c)  if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be
redeemed,

(d)  that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said
date,

(e)  the place or places where such Securities are to be
surrendered for payment of the Redemption Price, and

(f)  that the redemption is for a sinking fund, if such is the
case.

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and
shall be irrevocable.  The notice of redemption mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the Holder receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Security shall not
affect the validity of the proceeding for the redemption of any other Security.

Section 11.5.  Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

Section 11.6.  Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest), such Securities shall cease to bear interest.  Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 3.7.

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

Section 11.7.  Securities Redeemed in Part.

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

ARTICLE 12
Sinking Funds

Section 12.1.  Applicability of Article.

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.1 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 12.2.  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 12.2.  Satisfaction of Sinking Fund Payments with
Securities.

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

Section 12.3.  Redemption of Securities for Sinking Fund.

Not less than 60 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 such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.2 stating that such
Securities have not been previously used as a credit against any sinking fund
payment and will also 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 11.3 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 11.4.  Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 11.5, 11.6 and 11.7.

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

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

PITNEY BOWES INC.

By _______________________________

By _______________________________

Attest:

_______________________________

SUNTRUST BANK, ATLANTA

By _______________________________
[Title]

By _______________________________
[Title]

STATE OF NEW YORK   )
) ss.:
COUNTY OF NEW YORK  )

On the ___ day of __________, 1998, before me personally came
____________________________ and ______________________, to me known, who,
being by me duly sworn, did depose and say that they are Treasurer and Vice
President and Chief Financial Officer, respectively, of PITNEY BOWES INC., one
of the corporations described in and which executed the foregoing instrument;
that each knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that each signed their names
thereto by like authority.

_______________________________

STATE OF GEORGIA    )
) ss.:
COUNTY OF FULTON    )

On the _________ day of ______________, 1998, before me personally
came __________________ and ______________, to me known, who, being by me duly
sworn, did depose and say that they are the ________________ and
_______________ [title, respectively] of SunTrust Bank, Atlanta, one of the
corporations described in and which executed the foregoing instrument; that
they know the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that they signed their names
thereto by like authority.

_______________________________

EXHIBIT A

FORM OF SECURITY

Form of Face of Security

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW
YORK (THE "U.S. DEPOSITARY"), TO PITNEY BOWES INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE U.S. DEPOSITARY (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE U.S. DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

PITNEY BOWES INC.

[Title of Security]

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

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

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

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

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

IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:

PITNEY BOWES INC.

By _______________________________

Attest:

_______________________________

Trustee's Certificate of Authentication

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

_________________________________
as Trustee

By_______________________________
Authorized Officer

Form of Reverse of Security

This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in
one or more series under an Indenture, dated as of April ____, 1998 (herein
called the "Indenture"), between the Company and SunTrust Bank, Atlanta, as
Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is
one of the series designated on the face hereof [, limited in aggregate
principal amount to $......].

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

Redemption                Redemption
Year            Price         Year        Price

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

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

Redemption Price For
Redemption Price        Redemption Otherwise
For Redemption             Than Through
Through Operation         Operation of the
Year          of the Sinking Fund          Sinking Fund

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

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

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

[In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

[The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of this Security and (b) certain restrictive
covenants, in each case upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Security.]

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

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

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

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

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

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

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

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

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

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

EXHIBIT B

Form of Trustee's Certificate of Authentication

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

SunTrust Bank, Atlanta
as Trustee

By_______________________________
Authorized Officer

Exhibit 5.1

[DAVIS POLK & WARDWELL LETTERHEAD]

April 29, 1998

Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700

Ladies and Gentlemen:

We have acted as special counsel to you, Pitney Bowes Inc. (the
"Company"), in connection with the registration of the Company's debt
securities (the "Securities") from which the Company will receive up to an
aggregate of $500,000,000, for issuance from time to time pursuant to Rule 415
under the Securities Act of 1933, as amended (the "Securities Act").  We
advise that in our opinion the Company has full power and authority under the
laws of Delaware, the State of the Company's incorporation, and under the
Company's Restated Certificate of Incorporation to borrow the money and to
contract the indebtedness to be evidenced by the said Securities.

It is our further opinion that when the Indenture, between the
Company and SunTrust Bank, Atlanta, dated _____________ (the "Indenture"),
has been duly authorized, executed and delivered and the Securities, as
provided in the Indenture, have been duly authorized, executed and
authenticated, issued and paid for, the Securities will be valid and
legally binding obligations of the Company in accordance with, and subject
to, the terms thereof and of the Indenture.

We hereby consent to the use of the foregoing opinion as
Exhibit 5.1 to the Company's Registration Statement filed with the United
States Securities and Exchange Commission under the Securities Act, with
respect to the above mentioned Securities and to the use of our name in such
Registration Statement and in the related Prospectus Supplement(s) under the
heading "Validity of Debt Securities."  The issuance of such a consent does
not concede that we are an "Expert" for purposes of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)

(Dollar in thousands)

Years Ended December 31,
------------------------------------------------------------------
1997           1996          1995          1994         1993(2)
----------      --------      --------      --------      --------

Income from continuing operations
before income taxes........................      $  803,098      $684,383      $618,931      $566,507      $498,860
Add:
Interest expense............................         209,194       203,877       226,110       194,115       189,292
Portion of rents representative of the
interest factor............................          39,404        40,538        42,064        42,339        33,842
Amortization of capitalized interest........             973           914           914           914           914
Minority interest in the income of
subsidiary with fixed charges..............          11,322         8,121         5,013            --            --
----------      --------      --------      --------      --------
Income as adjusted..........................      $1,063,991      $937,833      $893,032      $803,875      $722,908
==========      ========      ========      ========      ========
Fixed charges:
Interest expense............................      $  209,194      $203,877      $226,110      $194,115      $189,292
Capitalized interest........................              --         1,201         2,178           733            --
Portion of rents representative of the
interest factor............................          39,404        40,538        42,064        42,339        33,842
Minority interest, excluding taxes,
in the income of subsidiary with
fixed charges...............................          17,285        11,838         7,607            --            --
----------      --------      --------      --------      --------
Total fixed charges........................      $  265,883      $257,454      $277,959      $237,187      $223,134
==========      ========      ========      ========      ========
Ratio of earnings to fixed charges(1).......            4.00          3.64          3.21          3.39          3.24
==========      ========      ========      ========      ========
Ratio of earnings to fixed charges
excluding minority interest.................            4.23          3.79          3.28          3.39          3.24
==========      ========      ========      ========      ========

- --------------------
(1) The computation of the ratio of earnings to combined fixed charges and
preferred stock dividends has been computed by dividing income from
continuing operations before income taxes as adjusted by fixed charges and
preferred stock dividends.  Included in fixed charges is one-third of
rental expense as the representative portion of interest.

(2) Reclassified to reflect discontinued operations.

Exhibit 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-3 of our
report dated January 26, 1998, which appears on page 46 of the 1997 Annual
Report to Shareholders of Pitney Bowes Inc., which is incorporated by
reference in the Pitney Bowes Inc. Annual Report on Form 10-K for the year
ended December 31, 1997.  We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 18 of
such Annual Report on Form 10-K.  We also consent to the reference to us under
the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Stamford, Connecticut
April __, 1998

Exhibit 23(b)

CONSENT OF SARA E. MOSS, ESQ.

April 29, 1998

I hereby consent to the use of my name under the caption
"Validity of Debt Securities" in the Prospectus contained in the Registration
Statement on Form S-3 of Pitney Bowes Inc.  The issuance of such a consent
does not concede that I am an "Expert" for purposes of the Securities Act of
1933, as amended.

Very truly yours,

Sara E. Moss, Esq.

Exhibit 25

Delayed Offering
Registration No. ________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
___________________

FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
___________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)   X
___________________

SUNTRUST BANK, ATLANTA
(Exact name of trustee as specified in its charter)

58-0466330
(I.R.S. employer identification no.)
25 Park Place, N.E.
Atlanta, Georgia             30303
(Address of principal executive offices)       (Zip Code)
___________________

David M. Kaye
SunTrust Bank, Atlanta
58 Edgewood Avenue, N.E.
Room 400A
Atlanta, Georgia  30303
(404) 588-8060
(Name, address and telephone number of agent for service)

Pitney Bowes Inc.
(Exact name of obligor as specified in its charter)

Delaware                                 06-0495050
(State or other jurisdiction of         (IRS employer
incorporation or organization)          identification no.)

World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices) (Zip Code)
_________________

Debt Securities (1)
(Title of the indenture securities)

(1)Applicable to all securities registered pursuant to the delayed offering
registration statement.
______________________________________________________________________

1. General information.

(a) Name and address of each examining or supervising authority to which it is
subject.

Department of Banking and Finance
State of Georgia
Atlanta, Georgia

Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.

None.

3. Voting Securities of the Trustee.

Not applicable.

4. Trusteeships under Other Indentures.

Not applicable.

5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.

Not applicable.

6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

Not applicable.

7. Voting Securities of the Trustee Owned by Underwriters or their Officials.

Not applicable.

8. Securities of the Obligor Owned or Held by the Trustee.

Not applicable.

9. Securities of Underwriters Owned or held by the Trustee.

Not applicable.

10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

Not applicable.

11. Ownership or Holdings by the Trustee of any Securities or a Person Owning
50 Percent or More of the Voting Securities of the Obligor.

Not applicable.

12. Indebtedness of the Obligor to the Trustee.

Not applicable.

13. Defaults by the Obligor.

(a) Whether there is or has been a default with respect to the securities under
this indenture.

There is not and has not been any such default.

(b) If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than
one outstanding series of securities under the indenture, state whether
there has been a default under any such indenture or series.

There has not been any such default.

14. Affiliations with the Underwriters.

Not applicable.

15. Foreign Trustee.

Not applicable.

16. List of Exhibits.

The additional exhibits listed below are filed herewith; exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of
Practice.

Exhibit
Number

1A copy of the Articles of Amendment and Restated Articles of Incorporation as
now in effect. (Exhibit 1 to Form T-1, Registration No. 333-25463.)

2A copy of the certificate of authority of the Trustee to commence business.
(Included in Exhibit 1.)

3A copy of the authorization of the Trustee to exercise trust powers.
(Included in Exhibit 1.)

4 By-laws of the Trustee.  (Included in Exhibit 4 to Form T-1, Registration No.
333-25463.)

5 Not applicable.

6 Consent of the trustee required by Section 321(b) of the Trust Indenture Act
of 1939, as amended.

7 Latest report of condition of the Trustee published pursuant to law or the
requirements of its supervising or examining authority as of the close of
business on December 31, 1997.

8 Not applicable.

9 Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,
SunTrust Bank, Atlanta, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Atlanta and the State of Georgia, on the
___ day of April, 1998

SunTrust Bank, Atlanta

By: /s/ David M. Kaye
---------------------
Group Vice President

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the proposed issuance of Pitney Bowes Inc. Debt
Securities to be issued under the Indenture, SunTrust Bank, Atlanta hereby
consents that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.

SUNTRUST BANK, ATLANTA

By: /s/ David M. Kaye
--------------------
Group Vice President

EXHIBIT 7 FORM T-1

LATEST REPORT OF CONDITION
OF
SUNTRUST BANK, ATLANTA

SUNTRUST BANK ATLANTA      Call Date: 12/31/97     State #: 130330   FFIEC 031
P.O. BOX 4418 CENTER 632   Vendor ID: D            Cert #:  00867       RC-1
ATLANTA, GA 30302          Transit #: 6100010-4
11
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1997

All schedules are to be reported in thousands of dollars.  Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC -- Balance Sheet

Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
1.  Cash and balances due from depositary institutions (from Schedule RC-A):                             RCFD
----
a. Noninterest-bearing balances and currency and coins(1)......................................      0081    1,275,142   1.a
b. Interest-bearing balances(2)................................................................      0071       11,228   1.b
2.  Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)..................................      1754            0   2.a
b. Available-for-sale securities (from Schedule RC-B column D).................................      1773    3,041,872   2.b
3.  Federal funds sold and securities purchased under agreements to resell.........................      1350    1,464,776   3.
4.  Loans and lease financing receivables:                                        RCFD
----
a. Loans and losses, net of unearned income (from Schedule RC-C)........      2122   10,608,129                          4.a
b. LESS: Allowances for loan and lease losses...........................      3123      134,063                          4.b
c. LESS: Allocated transfer risk reserve................................      3128            0                          4.c
d. Loans and leases, net of unearned income, allowance, and reserve                                  RCFD
----
(item 4a minus 4.b and 4.c)..........................................                             2125   10,474,066   4.d
5.  Trading assets (from Schedule RC-D))...........................................................      3545       86,555   5.
6.  Premises and fixed assets (including capitalized leases).......................................      2145      101,729   6.
7.  Other real estate owned (from Schedule RC-M)...................................................      2150        1,502   7.
8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M).......      2130       12,664   8.
9.  Customers' liability to this bank on acceptance outstanding....................................      2155      478,706   9.
10. Intangible assets (from Schedule RC-M).........................................................      2143       16,754   10.
11. Other assets (from Schedule RC-F)..............................................................      2180      144,745   11.
12. Total assets (sum of itsms 1 through 11).......................................................      2170   17,109,739   12.
- --------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

SUNTRUST BANK ATLANTA      Call Date: 12/31/97     State #: 130330   FFIEC 031
P.O. BOX 4418 CENTER 632   Vendor ID: D            Cert #:  00867       RC-1
ATLANTA, GA 30302          Transit #: 6100010-4
12
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1997

All schedules are to be reported in thousands of dollars.  Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC -- Continued

Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:                                                                                        RCFD
a. In domestic offices (sum of totals of columns A and C from                                    ----
Schedule RC-E, part I........................................      RCON                       2200    6,565,195   13.a
----
(1) Noninterest-bearing(1)...................................      6631      2,594,131                            13.a.1
(2) Interest-bearing.........................................      6636      3,971,064                            13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II)................................      RCFN                       2200    2,566,946   13.b
----
(1) Noninterest-bearing(1)...................................      6631              0                            13.b.1
(2) Interest-bearing.........................................      6636      2,566,946        RCFD                13.b.2
----
14. Federal funds purchased and securities sold under agreements to repurchase.....................  2800    3,169,134   14
RCON
----
15. a. Demand notes issued to the U.S. Treasury....................................................  2840   17,109,739   15.a
RCFD
----
15. b. Trading liabilities (from Schedule RC-D)....................................................  3548        6,588   15.b
15. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):
a. With a remaining maturity of one year or less...............................................  2332      614,659   16.a
b. With a remaining maturity of more than one year through three years.........................  A547        2,521   16.b
c. With a remaining maturity of more than three years..........................................  A546            0   16.c
17. Not applicable                                                                                                       17
18. Bank's liability on acceptance executed and outstanding........................................  2920      478,706   18
19. Subordinated notes and debentures(2)...........................................................  3200      250,000   19
20. Other liabilities (from Schedult RC-G).........................................................  2930    1,113,549   20
21. Total liabilities (sum of items 13 through 20).................................................  2948   14,767,298   21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus..................................................  3638            0   23
24. Common Stock...................................................................................  3230       21,601   24
25. Surplus (exclude all surplus related to preferred stock........................................  3839      573,406   25
26. a. Undivided profits and capital reserves......................................................  3632      708,207   26.a
b. Net unrealized holding gains (losses) on available-for-sale securities......................  8434    1,039,227   26.b
27. Cumulative foreign currency translation adjustments............................................  3284            0   27
28. Total equity capital (sum of items 23 thrugh 27)...............................................  3210    2,342,441   28
21. Total liabilities and equity capital (sum of items 21 and 28)..................................  3300   17,109,732   29
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most  RCFD Number
comprehensive level of auditing work performed for the bank by independent external auditors as     ---- ------
of any date during 1996...........................................................................  6724    N/A  M.1

1= Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting form which submits a report on the bank
2 = Independent audit of the bank's parent holding
company conducted in accordance with generally
accepted auditing standards by a certified public
accounting firm which submits a report on the
consolidated holding company (but not on the bank
separately)

3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required
by state chartering authority)

4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)

5 = Review of the bank's financial statements by external
auditors

6 = Compilation of the bank's financial statements by
external auditors

7 = Other audit procedures 9excluding preparation work)

8 = No external audit work.
- --------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.