<PAGE>


                                                                    Exhibit 4.17













                                  ANTHEM, INC.


                                       AND


                              THE BANK OF NEW YORK,


                                   AS TRUSTEE


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


                           SUBORDINATED NOTE INDENTURE


                           Dated as of _________, 2002


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



<PAGE>


                              CROSS-REFERENCE TABLE

Trust Indenture
  Act Section                                              Indenture Section

310(a) ....................................................      7.09
310(b) ....................................................      7.08
       ....................................................      7.10
310(c) ....................................................   Inapplicable
311(a) ....................................................      7.12
311(b) ....................................................      7.12
311(c) ....................................................   Inapplicable
312(a) ....................................................      5.01
       ....................................................      5.02(a)
312(b) ....................................................      5.02(c)
       ....................................................      5.02(d)
312(c) ....................................................      5.02(e)
313(a) ....................................................      5.04(a)
313(b) ....................................................      5.04(a)
313(c) ....................................................      5.04(a)
313(d) ....................................................      5.04(b)
314(a) ....................................................      5.03
314(b) ....................................................  Inapplicable
314(c) ....................................................      13.06(a)
314(d) ....................................................  Inapplicable
314(e) ....................................................      13.06(b)
314(f) ....................................................  Inapplicable
315(a) ....................................................      7.01(a)
       ....................................................      7.02
315(b) ....................................................      6.07
315(c) ....................................................      7.01(a)
315(d) ....................................................      7.01(b)
315(e) ....................................................      6.08
316(a) ....................................................      6.06
       ....................................................      8.04
316(b) ....................................................      6.04
316(c) ....................................................      8.01
317(a) ....................................................      6.02
317(b) ....................................................      4.03
318(a) ....................................................      13.08

<PAGE>


                                TABLE OF CONTENTS

     This Table of Contents does not constitute part of the Indenture and should
not have any bearing upon the interpretation of any of its terms or provisions

ARTICLE ONE       DEFINITIONS...............................................2
  SECTION 1.01.   Definitions...............................................2
                  Affiliate:................................................2
                  Authenticating Agent:.....................................2
                  Authorized Officer:.......................................2
                  Board of Directors or Board:..............................2
                  Board Resolution:.........................................3
                  Business Day:.............................................3
                  Certificate:..............................................3
                  Commission:...............................................3
                  Company:..................................................3
                  Company Order:............................................3
                  Corporate Trust Office:...................................3
                  Debt:.....................................................4
                  Default:..................................................4
                  Depository:...............................................4
                  Discount Security:........................................4
                  Dollar:...................................................4
                  Eligible Obligations:.....................................5
                  Event of Default:.........................................5
                  Global Security:..........................................5
                  Governmental Authority:...................................5
                  Governmental Obligations:.................................5
                  Guarantee:................................................5
                  Indenture:................................................6
                  Instructions:.............................................6
                  Interest:.................................................6
                  Interest Payment Date:....................................6
                  Lien:.....................................................6
                  Officers' Certificate:....................................6
                  Opinion of Counsel:.......................................7
                  Outstanding:..............................................7
                  Periodic Offering:........................................7
                  Person:...................................................7
                  Place of Payment:.........................................7
                  Predecessor Security:.....................................8
                  Responsible Officer:......................................8
                  Security or Securities:...................................8
                  Securityholder:...........................................8
                  Senior Debt:..............................................8
                  Series:...................................................8
                  Subsidiary:...............................................9
                  Trade Payables:...........................................9
                  Tranche:..................................................9
                  Trustee:..................................................9
                  Trust Indenture Act:......................................9
                  United States:............................................9
ARTICLE TWO       ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION

                                      -i-

<PAGE>
<TABLE>
<CAPTION>
<S>                      <C>                                                  <C>

                    AND EXCHANGE OF SECURITIES................................10
  SECTION 2.01.     Amount Unlimited; Issuable in Series......................10
  SECTION 2.02.     Designation; Authentication...............................11
  SECTION 2.03.     Registration; Denominations; Defaulted Interest;
                    Record Date...............................................12
  SECTION 2.04.     Execution and Delivery....................................13
  SECTION 2.05.     Exchanges and Transfers...................................15
  SECTION 2.06.     Temporary Securities......................................16
  SECTION 2.07.     Mutilated, Destroyed, Lost or Stolen Securities...........16
  SECTION 2.08.     Cancellation of Securities................................17
  SECTION 2.09.     No Third Party Rights.....................................17
  SECTION 2.10.     Authenticating Agent......................................18
  SECTION 2.11.     Global Securities.........................................18
  SECTION 2.12.     Other Currencies..........................................19
  SECTION 2.13.     CUSIP Numbers.............................................20
ARTICLE THREE       REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS......20
  SECTION 3.01.     Redemption Rights.........................................20
  SECTION 3.02.     Redemption Procedures.....................................20
  SECTION 3.03.     Effects of Redemption.....................................21
  SECTION 3.04.     Sinking Funds.............................................22
  SECTION 3.05.     Delivery of Securities....................................22
  SECTION 3.06.     Notices and Selection.....................................23
ARTICLE FOUR        PARTICULAR COVENANTS OF THE COMPANY.......................23
  SECTION 4.01.     Payment of Principal, Premium and Interest................23
  SECTION 4.02.     Maintenance of Office or Agency...........................23
  SECTION 4.03.     Paying Agent..............................................24
  SECTION 4.04.     Appointment of Successor Trustee..........................25
  SECTION 4.05.     Consolidation or Merger...................................25
  SECTION 4.06.     Original Issue Discount...................................25
ARTICLE FIVE        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                    AND THE TRUSTEE...........................................25
  SECTION 5.01.     Securityholders' List.....................................25
  SECTION 5.02.     Security Registrar........................................26
  SECTION 5.03.     Reports by Company........................................27
  SECTION 5.04.     Reports by Trustee........................................28
ARTICLE SIX         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                    EVENT OF DEFAULT..........................................28
  SECTION 6.01.     Events of Default; Acceleration of Maturity; Rescission
                    and Annulment.............................................29
  SECTION 6.02.     Collection of Indebtedness and Suits for Enforcement
                    by Trustee................................................31
  SECTION 6.03.     Application of Money or Property Collected................32
  SECTION 6.04.     Requests by Holders.......................................33
  SECTION 6.05.     Remedies Cumulative; No Waiver............................34
  SECTION 6.06.     Control of Holders........................................34
  SECTION 6.07.     Notice by Trustee.........................................35
  SECTION 6.08.     Undertaking for Costs.....................................35
ARTICLE SEVEN       CONCERNING THE TRUSTEE....................................35
  SECTION 7.01.     Certain Duties and Responsibilities.......................35
  SECTION 7.02.     Certain Rights of Trustee.................................37
  SECTION 7.03.     Not Responsible for Recitals or Issuance of Securities....39
  SECTION 7.04.     May Hold Securities.......................................39
  SECTION 7.05.     Monies Held in Trust......................................39
  SECTION 7.06.     Compensation; Reimbursement; and Indemnification..........40
  SECTION 7.07.     Reliance on Officers' Certificate.........................41
  SECTION 7.08.     Conflicting Interests.....................................41
  SECTION 7.09.     Trustee Required; Eligibility.............................42
</TABLE>

                                      -ii-

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>

  SECTION 7.10.     Resignation and Removal; Appointment of Successor.........42
  SECTION 7.11.     Acceptance of Appointment by Successor....................43
  SECTION 7.12.     Preferential Collection of Claims Against Company.........45
  SECTION 7.13.     Application for Instructions from the Company.............45
ARTICLE EIGHT       CONCERNING THE SECURITYHOLDERS............................46
  SECTION 8.01.     Action by Holders.........................................46
  SECTION 8.02.     Proof of Execution........................................46
  SECTION 8.03.     Registered Holders........................................47
  SECTION 8.04.     Securities Owned by Company Disregarded...................47
  SECTION 8.05.     Revocation of  Consent; Consents Binding..................47
  ARTICLE NINE      SUPPLEMENTAL INDENTURES...................................48
  SECTION 9.01.     Supplemental Indentures Without Consent of Holders........48
  SECTION 9.02.     Supplemental Indentures with Consent of Holders...........50
  SECTION 9.03.     Effect of Supplemental Indentures.........................52
  SECTION 9.04.     Notation on or Exchange of Securities.....................52
  SECTION 9.05.     Reliance on Opinion of Counsel............................52
ARTICLE TEN         CONSOLIDATION, MERGER AND SALE............................52
  SECTION 10.01.    Conditions to Consolidation or Merger.....................52
  SECTION 10.02.    Effect of Consolidation or Merger.........................53
  SECTION 10.03.    Officers' Certificate and Opinion of Counsel
                    as Evidence...............................................53
ARTICLE ELEVEN      SATISFACTION AND DISCHARGE OF INDENTURE;
                    UNCLAIMED MONIES..........................................54
  SECTION 11.01.    Company's Option to Effect Legal Defeasance or
                    Covenant Defeasance.......................................54
  SECTION 11.02.    Monies and Eligible Obligations Held in Trust.............55
  SECTION 11.03.    Release of Paying Agent...................................55
  SECTION 11.04.    Unclaimed Monies or Eligible Obligations..................56
  SECTION 11.05.    Reinstatement.............................................56
ARTICLE TWELVE      IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                    OFFICERS AND DIRECTORS....................................56
  SECTION 12.01.    Immunity of Certain Persons...............................56
ARTICLE THIRTEEN    MISCELLANEOUS PROVISIONS..................................57
  SECTION 13.01.    Successors and Assigns....................................57
  SECTION 13.03.    Surrender of Company Powers...............................57
  SECTION 13.04.    Notices...................................................57
  SECTION 13.05.    Governing Law; Jurisdiction; and Waiver
                    of Trial by Jury..........................................58
  SECTION 13.06.    Certificate and Opinion as to Conditions Precedent........58
  SECTION 13.07.    Payments on Next Business Day.............................58
  SECTION 13.08.    Trust Indenture Act Controls..............................59
  SECTION 13.09.    Counterparts..............................................59
  SECTION 13.10.    Severability..............................................59
  SECTION 13.11.    Assignment................................................59
  SECTION 13.12.    Table of Contents, Headings, Etc..........................59
  SECTION 13.13.    Mixed Currencies..........................................59
ARTICLE FOURTEEN    SUBORDINATION OF DEBENTURES...............................60
  SECTION 14.01.    Securities Subordinated to Senior Debt....................60
  SECTION 14.02.    No Payment in Certain Circumstances.......................60
  SECTION 14.03.    Payment on Dissolution, Etc...............................61
  SECTION 14.04.    Subrogation Rights; Company's Obligations Absolute........62
  SECTION 14.05.    Trustee to Effectuate Subordination.......................63
  SECTION 14.06.    Notice to Trustee.........................................63
  SECTION 14.07.    Rights of Trustee as Holder of Senior Debt; Trustee;
                    Not Fiduciary for Holders of Senior Debt..................64
  SECTION 14.08.    Reliance by Holders of Senior Debt on
                    Subordination Provisions..................................64
  SECTION 14.09.    Article Applicable to Paying Agents.......................65
</TABLE>

                                     -iii-

<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

  SECTION 14.10.    Monies and Governmental Obligations Held in Trust
                    Not Subordinated. ..........................................65
</TABLE>

                                      -iv-

<PAGE>

                                    INDENTURE

     THIS INDENTURE, dated as of the 1st day of ____________, 2002, between
ANTHEM, INC., a corporation duly organized and existing under the laws of the
State of Indiana (hereinafter sometimes referred to as the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation, as trustee (hereinafter
sometimes referred to as the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
unsecured promissory notes or other evidences of indebtedness (hereinafter
referred to as the "Securities"), in an unlimited aggregate principal amount to
be issued from time to time in one or more series as in this Indenture provided,
as registered Securities without coupons, to be manually authenticated by the
certificate of the Trustee, and which will rank pari passu with all other
unsecured and unsubordinated debt of the Company;

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

     WHEREAS, the Securities and the certificate of authentication to be borne
by the Securities (the "Certificate of Authentication") are to be substantially
in such forms as may be approved by a Company Order (as defined below), or set
forth in this Indenture or in any indenture supplemental to this Indenture;

     AND WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of such Securities, and the execution
of this Indenture has been and the issuance hereunder of the Securities has been
or will be prior to issuance in all respects duly authorized, and the Company,
in the exercise of the legal right and power in it vested, executes this
Indenture and proposes to make, execute, issue and deliver the Securities;

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are and are to be authenticated, issued and delivered, and in consideration of
the premises, and of the purchase and acceptance of the Securities by the
holders thereof, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit (subject to the provisions of this Indenture) of
the respective holders from time to time of the Securities, without any
discrimination, preference or priority of any one Security over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:

                                      -1-

<PAGE>

                                   ARTICLE ONE

                                   DEFINITIONS

     Section 1.01. Definitions.

     The terms defined in this Section (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture, any Company Order, any Board Resolution, and any indenture
supplemental hereto shall have the respective meanings specified in this Section
and include the plural as well as the singular. Unless the context otherwise
requires, any reference to an "Article," a "Section" or a "subsection" refers to
an Article, a Section or a subsection, as the case may be, of this Indenture.
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,
subsection or other subdivision. All other terms used in this Indenture which
are defined in the Trust Indenture Act of 1939, as amended, or which are by
reference in such Act defined in the Securities Act of 1933, as amended (except
as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.

     Affiliate: The term "Affiliate" of the Company shall mean any company at
least a majority of whose outstanding voting stock shall at the time be owned by
the Company, or by one or more direct or indirect subsidiaries of or by the
Company and one or more direct or indirect subsidiaries of the Company. For the
purposes only of this definition of the term "Affiliate", the term "voting
stock", as applied to the stock of any company, shall mean stock of any class or
classes having ordinary voting power for the election of a majority of the
directors of such company, other than stock having such power only by reason of
the occurrence of a contingency.

     Authenticating Agent: The term "Authenticating Agent" shall mean an
authenticating agent with respect to all or any of the series of Securities, as
the case may be, appointed with respect to all or any series of the Securities,
as the case may be, by the Trustee pursuant to Section 2.10.

     Authorized Officer: The term "Authorized Officer" shall mean the President
and Chief Executive Officer, the Executive Vice President and Chief Financial
and Accounting Officer, the Executive Vice President and Chief Legal and
Administrative Officer, the Treasurer, any Assistant Treasurer or any other
officer or agent of the Company duly authorized by the Board of Directors to act
in respect of matters relating to this Indenture.

     Board of Directors or Board: The term "Board of Directors" or "Board" shall
mean the Board of Directors of the Company or the Executive Committee of such
Board or any other duly authorized committee of such Board.

                                       -2-

<PAGE>

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

     Business Day: The term "Business Day", with respect to any Security, shall
mean any day that (a) in the Place of Payment (or in any of the Places of
Payment, if more than one) in which amounts are payable as specified in the form
of such Security and (b) in the city in which the Trustee administers its
corporate trust business, is not a day on which banking institutions are
authorized or required by law or regulation to close.

     Certificate: The term "Certificate" shall mean a certificate signed by an
Authorized Officer. The Certificate need not comply with the provisions of
Section 13.06.

     Commission: The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") 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, if
any, performing such duties on such date.

     Company: The term "Company" shall mean Anthem, Inc., a corporation duly
organized and existing under the laws of Indiana, and, subject to the provisions
of Article Ten, shall also include its successors and assigns.

     Company Order: The term "Company Order" shall mean a written order signed
in the name of the Company by an Authorized Officer and the Secretary or an
Assistant Secretary of the Company, pursuant to a Board Resolution establishing
a series of Securities.

     Corporate Trust Office: The term "Corporate Trust Office" shall mean the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of the
execution of this Indenture is located at 101 Barclay Street, Floor 8W, New
York, New York 10286; Attention Corporate Trust Division - Corporate Finance
Unit.

     Debt: The term "Debt" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses, (iii) all
obligations of such Person in respect of letters of credit or bankers'
acceptances or other similar instruments (or reimbursement obligations thereto)
issued on the account of such person, (iv) all obligations of such person to pay
the deferred purchase price of property or services, except Trade Payables, (v)
all obligations of such Person as lessee under capitalized leases, (vi) all Debt
of others secured by a Lien on any asset of such Person, whether or not such
Debt is assumed by such Person; provided that, for purposes of determining the
amount of any Debt of the type described in this clause (vi), if recourse with
respect to such Debt is limited to such asset, the amount of such Debt shall be
limited to the lesser of the fair market value of such asset or the amount of
such Debt, (vii) all Debt of others Guaranteed by such

                                       -3-

<PAGE>

Person to the extent such Debt is Guaranteed by such Person, and (viii) to the
extent not otherwise included in this definition, all obligations of such Person
for claims in respect of derivative products, including interest rate, foreign
exchange rate and commodity prices, forward contracts, options, swaps, collars
and similar arrangements.

     Default: The term "Default" shall mean any event, act or condition which
with notice or lapse of time, or both, would constitute an Event of Default.

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

     Discount Security: The term "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 6.01(b).

     Dollar: The term "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

     Eligible Obligations: The term "Eligible Obligations" means (a) with
respect to Securities denominated in Dollars, Governmental Obligations; or (b)
with respect to Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified
with respect to such Securities, as contemplated by Section 2.01.

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

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

     Governmental Authority: The term "Governmental Authority" means the
government of the United States or of any State or Territory thereof or of the
District of Columbia or of any county, municipality or other political
subdivision of any of the foregoing, or any department, agency, authority or
other instrumentality of any of the foregoing.

     Governmental Obligations: The term "Governmental Obligations" shall mean
securities that are (i) direct obligations of the United States 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

                                      -4-

<PAGE>

agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, 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
(as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such 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 such custodian in respect of the Governmental Obligation
or the specific payment of principal of or interest on the Governmental
Obligation evidenced by such depository receipt.

     Guarantee: The term "Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation of such other Person (whether arising
by virtue of partnership arrangements, or by agreement to keep well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt of other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); PROVIDED that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

     Indenture: The term "Indenture" shall mean this instrument as originally
executed, or, if amended or supplemented as herein provided, as so amended or
supplemented, and shall include the terms of a particular series of Securities
established as contemplated by Section 2.01.

     Instructions: The term "Instructions" shall mean instructions acceptable to
the Trustee issued pursuant to a Company Order in connection with a Periodic
Offering and signed by an Authorized Officer. Instructions need not comply with
the provisions of Section 13.06.

     Interest: The term "interest" when used with respect to non-interest
bearing Securities shall mean interest payable after maturity (whether at stated
maturity, upon acceleration or redemption or otherwise) or after the date, if
any, on which the Company becomes obligated to acquire a Security, whether by
purchase or otherwise.

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

                                      -5-

<PAGE>


     Lien: The term "Lien" means, with respect to any property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such property. For purposes of this Indenture, the Company shall be deemed to
own subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property.

     Officers' Certificate: The term "Officers' Certificate" shall mean a
certificate signed by an Authorized Officer and by the Secretary or an Assistant
Secretary of the Company. Each such certificate shall include the statements
provided for in Section 13.06, if and to the extent required by the provisions
thereof.

     Opinion of Counsel: The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who may be an employee of or counsel for the
Company, and who shall be reasonably acceptable to the Trustee. Each such
opinion shall include the statements provided for in Section 13.06, if and to
the extent required by the provisions thereof.

     Outstanding: The term "outstanding", when used with reference to Securities
of any series, shall, subject to the provisions of Section 8.04, mean, as of any
particular time, all Securities of that series theretofore authenticated and
delivered by the Trustee under this Indenture, except (a) Securities theretofore
canceled by the Trustee or any paying agent, or delivered to the Trustee or any
paying agent for cancellation or which have previously been canceled; (b)
Securities or portions thereof for the payment or redemption of which monies or
Eligible Obligations in the necessary amount shall have been deposited in trust
with the Trustee or with any paying agent (other than the Company) or shall have
been set aside and segregated in trust by the Company (if the Company shall act
as its own paying agent); provided, however, that if such Securities or portions
of such Securities are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities paid pursuant to Section 2.07 or in lieu of or in substitution for
which other Securities shall have been authenticated and delivered pursuant to
the terms of Section 2.07. The principal amount of a Discount Security that
shall be deemed to be outstanding for purposes of this Indenture shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof.

     Periodic Offering: The term "Periodic Offering" means an offering of
Securities of a series from time to time, during which any or all of the
specific terms of the Securities, including without limitation the rate or rates
of interest, if any, thereon, the maturity or maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Securities.

     Person: The term "person" means any individual, corporation, partnership,
limited liability company, joint venture, trust or unincorporated organization
or any Governmental Authority.

                                      -6-

<PAGE>


     Place of Payment: The term "Place of Payment" shall mean the place or
places where the principal of and interest, if any, on the Securities of any
series are payable as specified in accordance with Section 2.01.

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

     Responsible Officer: The term "Responsible Officer" when used with respect
to the Trustee shall mean any officer of the Trustee within the Corporate Trust
Division - Corporate Finance Unit of the Trustee (or any successor unit or
department of the Trustee) located at the Corporate Trust Office of the Trustee
who has direct responsibility for the administration of this Indenture and for
the purposes of Sections 6.07 and 7.01(b)(2) shall also include any officer of
the Trustee to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

     Security or Securities: The term "Security" or "Securities" shall mean any
Security or Securities, as the case may be, authenticated and delivered under
this Indenture.

     Securityholder: The term "Securityholder," "holder of Securities,"
"registered holder," "holder" or "Holder" shall mean the person or persons in
whose name or names a particular Security shall be registered on the books of
the Company kept for that purpose in accordance with the terms of this
Indenture.

     Senior Debt: The term "Senior Debt" means the principal of (and premium, if
any) and interest on all Debt of the Company whether created, incurred or
assumed before, on or after the date of this Indenture; PROVIDED that such
Senior Debt shall not include (i) Debt of the Company that, when incurred and
without respect to any election under Section 1111(b) of Title 11, U.S. Code,
was without recourse, and (ii) any other Debt of the Company which by the terms
of the instrument creating or evidencing the same is specifically designated as
being subordinated to or PARI PASSU with the Securities.

     Series: The term "series" means a series of Securities established pursuant
to this Indenture and includes, if the context so requires, each Tranche
thereof.

     Subsidiary: The term "Subsidiary" means any corporation at least a majority
of whose outstanding voting stock shall at the time be owned, directly or
indirectly, by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries. For the purposes only of this definition of the term
"Subsidiary", the term "voting stock", as applied to the stock of any
corporation shall mean stock of any class or classes having ordinary voting
power for the election of a majority of the directors of such corporation, other
than stock having such power only by reason of the occurrence of a contingency.

                                       -7-

<PAGE>

     Trade Payables: The term "Trade Payables" means, with respect to any
Person, any accounts payable or any other indebtedness or monetary obligation to
trade creditors created, assumed or Guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with the
acquisition of goods or services.

     Tranche: The term "Tranche" means Securities which (a) are of the same
series and (b) have identical terms except as to principal amount and/or date of
issuance.

     Trustee: The term "Trustee" shall mean The Bank of New York, and, subject
to the provisions of Article Seven, shall also include its successors and
assigns, and, if at any time there is more than one person acting in such
capacity hereunder, "Trustee" shall mean each such person. The term "Trustee" as
used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

     Trust Indenture Act: The term "Trust Indenture Act", subject to the
provisions of Sections 9.01, 9.02, and 10.01, shall mean the Trust Indenture Act
of 1939, as amended and in effect at the date of execution of this Indenture.

     United States: The term "United States" means the United States of America,
its Territories, its possessions and other areas subject to its political
jurisdiction.

                                   ARTICLE TWO

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

     Section 2.01. 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 from time to time in one or more series and in
one or more Tranches thereof. Each series shall be authorized by a Company Order
or Orders or one or more indentures supplemental hereto, which shall specify
whether the Securities of such series shall be subject to a Periodic Offering.
The Company Order or Orders or supplemental indenture and, in the case of a
Periodic Offering, Instructions or other procedures acceptable to the Trustee
specified in such Company Order or Orders, shall establish the terms of the
series, which may include the following: (i) any limitations on the aggregate
principal amount of the Securities to be authenticated and delivered under this
Indenture as part of such series (except for Securities authenticated and
delivered upon registration of transfer of, in exchange for or in lieu of other
Securities of that series); (ii) the stated maturity or maturities of such
series and any right to extend such date or dates; (iii) the date or dates from
which interest shall accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such Interest Payment Dates
and the record date for the determination of holders to whom interest is payable
on any such Interest Payment Date; (iv) the interest rate or rates (which may be
fixed or variable), or method of calculation of such rate or rates, for such
series; (v) the terms, if any,

                                       -8-

<PAGE>


regarding the redemption, purchase or repayment of such series (whether at the
option of the Company or a holder of the Securities of such series and whether
pursuant to a sinking fund or analogous provisions, including payments made in
cash in anticipation of future sinking fund obligations), including redemption,
purchase or repayment date or dates of such series, if any, and the price or
prices and other terms and conditions applicable to such redemption, purchase or
repayment (including any premium); (vi) whether or not the Securities of such
series shall be issued in whole or in part in the form of a Global Security and,
if so, the Depositary for such Global Security and the related procedures with
respect to transfer and exchange of such Global Security; (vii) the designation
of such series; (viii) the form of the Securities of such series; (ix) the
maximum annual interest rate, if any, of the Securities permitted for such
series; (x) whether the Securities of such series shall be subject to Periodic
Offering; (xi) the currency or currencies, including composite currencies, in
which payment of the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, if other than Dollars and the manner
of determining the Dollar equivalent for purposes of determining Securities
outstanding; (xii) any other information necessary to complete the Securities of
such series; (xiii) the establishment of any office or agency pursuant to
Section 4.02 hereof and any other place or places which the principal of and
interest, if any, on Securities of that series shall be payable; (xiv) if other
than denominations of $1,000 or any integral multiple thereof, the denominations
in which the Securities of the series shall be issuable; (xv) the obligations or
instruments, if any, which shall be considered to be Eligible Obligations in
respect of the Securities of such series denominated in a currency other than
Dollars or in a composite currency; (xvi) whether or not the Securities of such
series shall be issued as Discount Securities and the terms thereof, including
the portion of the principal amount thereof which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01(b);
(xvii) if the principal, premium, if any, or interest, if any, on such
Securities are to be payable, at the election of the Company or the holder
thereof, in coin or currency, including composite currencies, other than that in
which the Securities are stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election shall be made;
(xviii) if the amount of payment of principal of and premium, if any, or
interest, if any, on such Securities may be determined with reference to an
index, formula or other method, or based on a coin or currency other than that
in which the Securities are stated to be payable, the manner in which such
amount shall be determined; (xix) the date or dates, if any, after which the
Securities may be converted or exchanged into or for shares of the Company's
common stock or another company's securities or properties or cash and the terms
for any such conversion or exchange; (xx) whether the Securities will be subject
to Article 11; (xxi) any special provisions for the payment of additional
amounts; (xxii) any right to defer payments of interest by extending an interest
payment period and the duration of such extension; and (xxiii) any other terms
of such series not inconsistent with this Indenture.

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

                                      -9-

<PAGE>

     Section 2.02. Designation; Authentication.

     The Securities of any series shall be substantially of the tenor and
purport (i) as set forth in one or more indentures supplemental hereto or as
provided in a Company Order, or (ii) with respect to any Tranche of Securities
of a series subject to Periodic Offering, to the extent permitted by any of the
documents referred to in clause (i) above, in Instructions, or by other
procedures acceptable to the Trustee specified in such Company Order or Orders,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the Depository,
or to conform to usage.

     The Trustee's Certificate of Authentication shall be in substantially the
following form:

     "This is one of the Securities of the series designated in accordance with,
     and referred to in, the within-mentioned Indenture.

     Dated:

                                            THE BANK OF NEW YORK, as Trustee


                                            By:_______________________________
                                               Authorized Signatory"

     Section 2.03. Registration; Denominations; Defaulted Interest; Record Date.

     The Securities shall be issuable as registered Securities and in the
denominations of $1,000 or any integral multiple thereof, subject to Sections
2.01(xi) and (xiv). The Securities of a particular series shall bear interest
payable on the dates and at the rate or rates specified with respect to that
series. Except as otherwise specified as contemplated by Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars at the office or agency of the Company maintained for that
purpose. Each Security shall be dated the date of its authentication.

     The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture supplemental hereto establishing the terms of such
series of Securities. Except as

                                      -10-

<PAGE>

otherwise specified as contemplated by Section 2.01, interest on Securities will
be computed on the basis of a 360-day year of twelve 30-day months.

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

               (1) The Company may make payment of any Defaulted Interest on
          Securities to the persons in whose names such Securities (or their
          respective Predecessor Securities) are registered at the close of
          business on a special record date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner: the Company
          shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each such Security and the date of the
          proposed payment, and at the same time the Company shall deposit with
          the Trustee an amount of money equal to the aggregate amount proposed
          to be paid in respect of such Defaulted Interest or shall make
          arrangements satisfactory to the Trustee for such deposit prior to the
          date of the proposed payment, such money when deposited to be held in
          trust for the benefit of the persons entitled to such Defaulted
          Interest as in this clause provided. Thereupon the Trustee shall fix a
          special record date for the payment of such Defaulted Interest which
          shall not be more than 15 nor less than 10 days prior to the date of
          the proposed payment and not less than 10 days after the receipt by
          the Trustee of the notice of the proposed payment. The Trustee shall
          promptly notify the Company of such special record date and, in the
          name and at the expense of the Company, shall cause notice of the
          proposed payment of such Defaulted Interest and the special record
          date therefor to be mailed, first class postage prepaid, to each
          Securityholder at his or her address as it appears in the Security
          Register (as hereinafter defined), not less than 10 days prior to such
          special record date. Notice of the proposed payment of such Defaulted
          Interest and the special record date therefor having been mailed as
          aforesaid, such Defaulted Interest shall be paid to the persons in
          whose names such Securities (or their respective Predecessor
          Securities) are registered on such special record date and shall be no
          longer payable pursuant to the following clause (2).

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

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

                                      -11-

<PAGE>

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

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

     Section 2.04. Execution and Delivery.

     The Securities shall, subject to the provisions of Section 2.06, be printed
on steel engraved borders or fully or partially engraved, or legibly typed, as
the proper officer of the Company may determine, and shall be signed on behalf
of the Company by an Authorized Officer. The signature of such Authorized
Officer upon the Securities may be in the form of a facsimile signature of a
present or any future Authorized Officer and may be imprinted or otherwise
reproduced on the Securities and for that purpose the Company may use the
facsimile signature of any person who shall have been an Authorized Officer,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such person shall have ceased to be an Authorized
Officer.

     Only such Securities as shall bear thereon a Certificate of Authentication
substantially in the form established for such Securities, executed manually by
an authorized signatory of the Trustee, or by any Authenticating Agent with
respect to such Securities, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate executed by the
Trustee, or by any Authenticating Agent appointed by the Trustee with respect to
such Securities, upon any Security executed by the Company shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the registered holder thereof is entitled to the
benefits of this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and the Trustee, in accordance
with such Company Order, shall authenticate and deliver such Securities;
provided, however, that in the case of Securities offered in a Periodic
Offering, the Trustee shall authenticate and deliver such Securities from time
to time in accordance with Instructions or such other procedures acceptable to
the Trustee as may be specified by or pursuant to a supplemental indenture or
Company Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series.

                                      -12-

<PAGE>


     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive and (subject to Section 7.01) shall be fully protected in
relying upon, (i) an Opinion of Counsel and (ii) an Officers' Certificate, each
stating that the form and terms thereof have been established in conformity with
the provisions of this Indenture; provided, however, that, with respect to
Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel and Officers' Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate, the opinion or certificate described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such procedures acceptable to the Trustee, as may be specified by a Company
Order, such terms will have been established in conformity with the provisions
of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b). Such Opinion of Counsel shall also be to the effect that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

     With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Company Order, Opinion of Counsel,
Officers' Certificate and other documents delivered pursuant to this Section at
or prior to the time of the first authentication of Securities of such series
unless and until such Company Order, Opinion of Counsel, Officers' Certificate
or other documents have been superseded or revoked or expire by their terms.

     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

                                      -13-

<PAGE>

     Section 2.05. Exchanges and Transfers.

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

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

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

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

          (c) Except as provided in the first paragraph of Section 2.07, no
     service charge shall be made for any exchange or registration of transfer
     of Securities, or issue of new Securities in case of partial redemption of
     any series, but the Company may require payment of a sum sufficient to
     cover any tax or other governmental charge in relation thereto, other than
     exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not
     involving any transfer.

          (d) The Company shall neither be required (i) to issue, exchange or
     register the transfer of any Securities during a period beginning at the
     opening of business 15 days before the day of the mailing of a notice of
     redemption of less than all the

                                      -14-

<PAGE>

     outstanding Securities of the same series and ending at the close of
     business on the day of such mailing, nor (ii) to register the transfer of
     or exchange any Securities of any series or portions thereof called for
     redemption or as to which the holder thereof has exercised its right, if
     any, to require the Company to repurchase such Security in whole or in
     part, except that portion of such Security not required to be repurchased.
     The provisions of this Section 2.05 are, with respect to any Global
     Security, subject to Section 2.11 hereof.

     Section 2.06. Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of such series in accordance with Section 2.04. Without unnecessary
delay the Company will execute and will furnish definitive Securities of such
series and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders thereof), at the
office or agency of the Company designated for the purpose, and the Trustee
shall authenticate and such office or agency shall deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

     Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities.

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

                                      -15-

<PAGE>

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

     Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     Section 2.08. Cancellation of Securities.

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

     Section 2.09. No Third Party Rights.

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

     Section 2.10. Authenticating Agent.

     So long as any of the Securities of any series remain outstanding there may
be an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption

                                      -16-

<PAGE>

thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities. If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions it shall resign immediately.

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

     Section 2.11. Global Securities.

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

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

          (c) If at any time the Depository for a series of Securities notifies
     the Company that it is unwilling or unable to continue as Depository for
     such series or if at

                                      -17-

<PAGE>

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

     Section 2.12. Other Currencies.

     In the case of the Securities of any series denominated in any currency
other than Dollars or in a composite currency (the "Required Currency"), except
as otherwise specified with respect to such Securities as contemplated by
Section 2.01, the obligation of the Company to make any payment of the principal
thereof, or the premium or interest thereon, shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the Trustee timely holding the full amount of the
Required Currency then due and payable. If any such tender or recovery is in a
currency other than the Required Currency, the Trustee may take such actions as
it considers appropriate to exchange such currency for the Required Currency.
The costs and risks of any such exchange, including, without limitation, the
risks of delay and exchange rate fluctuation, shall be borne by the Company, the
Company shall remain fully liable for any shortfall or delinquency in the full
amount of Required Currency then due and payable, and in no circumstances shall
the Trustee be liable therefor except in the case of its negligence or willful
misconduct.

                                      -18-

<PAGE>

     Section 2.13. CUSIP Numbers.

     The Company in issuing the Securities may use CUSIP numbers and/or other
similar numbers (if then generally in use), and, if so, the Trustee shall use
CUSIP numbers and/or other similar numbers in notices of redemption as a
convenience to holders of Securities; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers and/or other similar numbers.

                                  ARTICLE THREE

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     Section 3.01. Redemption Rights.

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

     Section 3.02. Redemption Procedures.

          (a) In case the Company shall desire to exercise such right to redeem
     all or, as the case may be, a portion of the Securities of any series in
     accordance with the right reserved so to do, it shall give notice of such
     redemption to holders of the Securities of such series to be redeemed by
     mailing, first class postage prepaid, a notice of such redemption not less
     than 30 days and not more than 60 days before the date fixed for redemption
     of that series to such holders at their last addresses as they shall appear
     upon the Security Register. Any notice which is mailed in the manner herein
     provided shall be conclusively presumed to have been duly given, whether or
     not the registered holder receives the notice. In any case, failure duly to
     give such notice to the holder of any Security of any series designated for
     redemption in whole or in part, or any defect in the notice, shall not
     affect the validity of the proceedings for the redemption of any other
     Securities of such series or any other series. In the case of any
     redemption of Securities prior to the expiration of any restriction on such
     redemption or subject to compliance with certain conditions provided in the
     terms of such Securities or elsewhere in this Indenture, the Company shall
     furnish the Trustee with an Officers' Certificate evidencing compliance
     with any such restriction or condition.

          Unless otherwise so provided as to a particular series of Securities,
     if at the time of mailing of any notice of redemption the Company shall not
     have deposited with the paying agent an amount in cash sufficient to redeem
     all of the Securities called for redemption, including accrued interest to
     the date fixed for redemption, such notice shall

                                      -19-

<PAGE>

     state that it is subject to the receipt of redemption moneys by the paying
     agent on or before the date fixed for redemption (unless such redemption is
     mandatory) and such notice shall be of no effect unless such moneys are so
     received on or before such date.

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

          (b) The Company shall give the Trustee at least 45 days' notice in
     advance of the date fixed for redemption (unless the Trustee shall agree to
     a shorter period) and, in the case of redemption of less than all the
     Securities of a series, as to the aggregate principal amount of Securities
     of the series to be redeemed, and thereupon the Trustee shall select, by
     lot or in such other manner as it shall deem appropriate and fair in its
     discretion and which may provide for the selection of a portion or portions
     (equal to $1,000 or any integral multiple thereof, subject to Sections
     2.01(xi) and (xiv)) of the principal amount of such Securities of a
     denomination larger than $1,000 (subject as aforesaid), the Securities to
     be redeemed and shall thereafter promptly notify the Company in writing of
     the numbers of the Securities to be redeemed, in whole or in part.

          The Company may, if and whenever it shall so elect, by delivery of
     instructions signed on its behalf by an Authorized Officer, instruct the
     Trustee or any paying agent to call all or any part of the Securities of a
     particular series for redemption and to give notice of redemption in the
     manner set forth in this Section, such notice to be in the name of the
     Company or its own name as the Trustee or such paying agent may deem
     advisable. In any case in which notice of redemption is to be given by the
     Trustee or any such paying agent, the Company shall deliver or cause to be
     delivered to, or permit to remain with, the Trustee or such paying agent,
     as the case may be, such Security Register, transfer books or other
     records, or suitable copies or extracts therefrom, sufficient to enable the
     Trustee or such paying agent to give any notice by mail that may be
     required under the provisions of this Section.

     Section 3.03. Effects of Redemption.

          (a) If the giving of notice of redemption shall have been completed as

                                      -20-

<PAGE>

     above provided, the Securities or portions of Securities of the series to
     be redeemed specified in such notice shall become due and payable on the
     date and at the place stated in such notice at the applicable redemption
     price, together with, subject to the Company Order or supplemental
     indenture hereto establishing the terms of such series of Securities,
     interest accrued to the date fixed for redemption and interest on such
     Securities or portions of Securities shall cease to accrue on and after the
     date fixed for redemption, unless the Company shall default in the payment
     of such redemption price and accrued interest with respect to any such
     Security or portion thereof. On presentation and surrender of such
     Securities on or after the date fixed for redemption at the place of
     payment specified in the notice, said Securities shall be paid and redeemed
     at the applicable redemption price for such series, together with, subject
     to the Company Order or supplemental indenture hereto establishing the
     terms of such series of Securities, interest accrued thereon to the date
     fixed for redemption.

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

     Section 3.04. Sinking Funds.

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

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

     Section 3.05. Delivery of Securities.

     The Company (i) may deliver outstanding Securities of a series (other than
any previously called for redemption) and (ii) 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 mandatory sinking fund payment;
provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified

                                      -21-

<PAGE>

in such Securities for redemption through operation of the mandatory sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

     Section 3.06. Notices and Selection.

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

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

     The Company covenants and agrees for each series of the Securities as
follows:

     Section 4.01. Payment of Principal, Premium and Interest.

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

     Section 4.02. Maintenance of Office or Agency.

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

                                      -22-

<PAGE>

presentations, notices and demands. The Trustee will initially act as paying
agent for the Securities.

     The Company may also from time to time, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate one or more other
offices or agencies for the foregoing purposes within or outside the Borough of
Manhattan, City of New York, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations to maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt written notice to the Trustee of any change in the
location of any such other office or agency.

     Section 4.03. Paying Agent.

          (a) If the Company shall appoint one or more paying agents for all or
     any series of the Securities, other than the Trustee, the Company will
     cause each such paying agent to execute and deliver to the Trustee an
     instrument in which such agent shall agree with the Trustee, subject to the
     provisions of this Section:

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

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

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

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

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

                                      -23-

<PAGE>

     paying agents for any series of Securities, it will, prior to each due date
     of the principal of (and premium, if any) or interest on any Securities of
     that series, deposit with the paying agent a sum sufficient to pay the
     principal (and premium, if any) or interest so becoming due, such sum to be
     held in trust for the benefit of the persons entitled to such principal,
     premium or interest, and (unless such paying agent is the Trustee) the
     Company will promptly notify the Trustee of its action or failure so to
     act.

          (c) Anything in this Section to the contrary notwithstanding, (i) the
     agreement to hold sums in trust as provided in this Section is subject to
     the provisions of Section 11.04, and (ii) the Company may at any time, for
     the purpose of obtaining the satisfaction and discharge of this Indenture
     or for any other purpose, pay, or direct any paying agent to pay, to the
     Trustee all sums held in trust by the Company or such paying agent, such
     sums to be held by the Trustee upon the same terms and conditions as those
     upon which such sums were held by the Company or such paying agent; and,
     upon such payment by any paying agent to the Trustee, such paying agent
     shall be released from all further liability with respect to such money.

     Section 4.04. Appointment of Successor Trustee.

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

     Section 4.05. Consolidation or Merger.

     The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article Ten hereof are complied with.

     Section 4.06. Original Issue Discount.

     In the event that the Company issues a Discount Security, the Company shall
file with the Trustee at or prior to the time of the authentication of such
Discount Security a written notice, in such form as mutually agreed upon by the
Company and the Trustee, specifying the amount of original issue discount that
will be accrued on such Discount Security in each calendar year from the date of
issuance to the maturity thereof.

                                  ARTICLE FIVE

                      SECURITYHOLDERS' LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

     Section 5.01. Securityholders' List.

     The Company will furnish or cause to be furnished to the Trustee (a) on
each regular record date (as defined in Section 2.03) for the Securities of each
Tranche of a series a

                                      -24-

<PAGE>

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

     Section 5.02. Security Registrar.

          (a) The Trustee shall preserve, in as current a form as is reasonably
     practicable, all information as to the names and addresses of the holders
     of Securities contained in the most recent list furnished to it as provided
     in Section 5.01 and as to the names and addresses of holders of Securities
     received by the Trustee in its capacity as Security Registrar (if acting in
     such capacity).

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

          (c) In case three or more holders of Securities of a series
     (hereinafter referred to as "applicants") apply in writing to the Trustee,
     and furnish to the Trustee reasonable proof that each such applicant has
     owned a Security for a period of at least six months preceding the date of
     such application, and such application states that the applicants desire to
     communicate with other holders of Securities of such series or holders of
     all 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:

               (1) afford to such applicants access to the information preserved
          at the time by the Trustee in accordance with the provisions of
          subsection (a) of this Section 5.02; or

               (2) inform such applicants as to the approximate number of
          holders of Securities of such series or of all Securities, as the case
          may be, whose names and addresses appear in the information preserved
          at the time by the Trustee, in accordance with the provisions of
          subsection (a) of this Section 5.02, and as to the approximate cost of
          mailing to such Securityholders the form of proxy or other
          communication, if any, specified in such application.

          (d) 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 or of all Securities, as the
     case may be, whose name and address appears in the information preserved at
     the time by the Trustee in accordance with the provisions of subsection (a)
     of this Section 5.02, a copy of the form of proxy or other

                                      -25-

<PAGE>

     communication which is specified in such request, with reasonable
     promptness after a tender to the Trustee of the material to be mailed and
     of payment, or provision for the payment, of the reasonable expenses of
     mailing, unless within five days after such tender, the Trustee shall mail
     to such applicants and file with the Commission, together with a copy of
     the material to be mailed, a written statement to the effect that, in the
     opinion of the Trustee, such mailing would be contrary to the best
     interests of the holders of Securities of such series or of all Securities,
     as the case may be, 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 Securityholders with reasonable promptness after
     the entry of such order and the renewal of such tender; otherwise, the
     Trustee shall be relieved of any obligation or duty to such applicants
     respecting their application.

          (e) Each and every holder of the Securities, by receiving and holding
     the same, agrees with the Company and the Trustee that neither the Company
     nor the Trustee nor any paying agent nor any Security Registrar shall be
     held accountable by reason of the disclosure of any such information as to
     the names and addresses of the holders of Securities in accordance with the
     provisions of subsection (c) of this Section, regardless of the source from
     which such information was derived, and that the Trustee shall not be held
     accountable by reason of mailing any material pursuant to a request made
     under said subsection (c).

     Section 5.03. Reports by Company.

          (a) The Company covenants and agrees to file with the Trustee, within
     30 days after the Company is required to file the same with the Commission,
     a copy of the annual reports and of the information, documents and other
     reports (or a copy 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 Exchange Act; or, if the Company is not required
     to file information, documents or reports pursuant to either of such
     sections, then to file with the Trustee and, unless the Commission shall
     not accept such information, documents or reports, the Commission, in
     accordance with the rules and regulations prescribed from time to time by
     the Commission, such of the supplementary and periodic information,
     documents and reports which may be required pursuant to Section 13 of the
     Exchange Act, in respect of a security listed and registered on a national
     securities exchange as may be prescribed from time to time in such rules
     and regulations.

          (b) The Company covenants and agrees to file with the Trustee and the
     Commission, in accordance with the rules and regulations prescribed from
     time to time by the Commission, such additional information, documents and
     reports with respect to

                                      -26-

<PAGE>

     compliance by the Company with the conditions and covenants provided for in
     this Indenture as may be required from time to time by such rules and
     regulations.

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

          (d) The Company covenants and agrees to furnish to the Trustee, on or
     before May 15 in each calendar year in which any of the Securities are
     outstanding, or on or before such other day in each calendar year as the
     Company and the Trustee may from time to time agree upon, a certificate
     from the principal executive officer, principal financial officer or
     principal accounting officer, as to his or her knowledge, of the Company's
     compliance with all conditions and covenants under this Indenture (such
     compliance to be determined without regard to any period of grace or
     requirement of notice provided hereunder) and, if the Company shall not be
     in compliance, specifying all such defaults and the nature and status
     thereof of which he or she may have knowledge. The Company shall, so long
     as any of the Securities are outstanding, deliver to the Trustee, forthwith
     upon becoming aware of any Default or Event of Default in respect of the
     performance or observance of any covenant, agreement or condition contained
     in this Indenture or the Securities, but in any event not later than five
     Business Days after the occurrence thereof, an Officers' Certificate
     specifying such Default or Event of Default and what action the Company is
     taking or proposes to take with respect thereto.

          (e) Delivery of such information, documents or reports to the Trustee
     pursuant to Section 5.03(a), 5.03(b) or 5.03(c) is for informational
     purposes only and the Trustee's receipt thereof shall not constitute
     constructive notice of any information contained therein or determinable
     from information contained therein, including, the Company's compliance
     with any of the covenants hereunder (as to which the Trustee is entitled to
     rely exclusively on an Officers' Certificate).

     Section 5.04. Reports by Trustee.

          (a) The Trustee shall transmit to Holders such reports concerning the
     Trustee and its actions under this Indenture as may be required pursuant to
     the Trust Indenture Act at the times and in the manner provided pursuant
     thereto. If required by Section 313(a) of the Trust Indenture Act, the
     Trustee shall, within 60 days after each September 1st following the date
     of this Indenture deliver to Holders a brief report, dated as of such
     September 1st, which complies with the provisions of such Section 313(a).

          (b) A copy of each such report shall, at the time of such transmission
     to Holders, be filed by the Trustee with each stock exchange, if any, upon
     which the

                                      -27-

<PAGE>

     Securities are listed, with the Commission and with the Company. The
     Company will promptly notify the Trustee when the Securities are listed on
     any stock exchange and of any delisting thereof.

                                  ARTICLE SIX

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     Section 6.01. Events of Default; Acceleration of Maturity; Rescission and
     Annulment.

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

               (1) default in the payment of any installment of interest upon
          any of the Securities of that series, as and when the same shall
          become due and payable, and continuance of such default for a period
          of 30 days (subject to the deferral of any due date in the case of an
          extension period);

               (2) default in the payment of the principal of (or premium, if
          any, on) any of the Securities of that series as and when the same
          shall become due and payable whether at maturity, upon redemption, by
          declaration or otherwise;

               (3) default in the making or satisfaction of any sinking fund
          payment or analogous obligation as and when the same shall become due
          and payable by the terms of the Securities of that series, and
          continuance of such default for a period of 30 days;

               (4) failure on the part of the Company duly to observe or perform
          any other of the covenants or agreements on the part of the Company
          with respect to that series contained in such Securities or otherwise
          established with respect to that series of Securities pursuant to
          Section 2.01 hereof or contained in this Indenture (other than a
          covenant or agreement which has been expressly included in this
          Indenture solely for the benefit of one or more series of Securities
          other than such series) for a period of 90 days after the date on
          which written notice of such failure, requiring the same to be
          remedied and stating that such notice is a "Notice of Default"
          hereunder, shall have been given to the Company by the Trustee, by
          registered or certified mail, or to the Company and the Trustee by the
          holders of at least twenty-five percent in aggregate principal amount
          of the Securities of that series at the time outstanding;

               (5) a decree or order by a court having jurisdiction in the
          premises shall have been entered adjudging the Company as bankrupt or
          insolvent, or approving as properly filed a petition seeking
          liquidation or reorganization of the Company under the Federal
          Bankruptcy Code or any other similar applicable

                                      -28-

<PAGE>

          Federal or State law, and such decree or order shall have continued
          unvacated and unstayed for a period of 90 consecutive days; or an
          involuntary case shall be commenced under such Code in respect of the
          Company and shall continue undismissed for a period of 90 consecutive
          days or an order for relief in such case shall have been entered; or a
          decree or order of a court having jurisdiction in the premises shall
          have been entered for the appointment on the ground of insolvency or
          bankruptcy of a receiver or custodian or liquidator or trustee or
          assignee in bankruptcy or insolvency of the Company or of its
          property, or for the winding up or liquidation of its affairs, and
          such decree or order shall have remained in force unvacated and
          unstayed for a period of 90 consecutive days;

               (6) the Company shall institute proceedings to be adjudicated a
          voluntary bankrupt, or shall consent to the filing of a bankruptcy
          proceeding against it, or shall file a petition or answer or consent
          seeking liquidation or reorganization under the Federal Bankruptcy
          Code or any other similar applicable Federal or State law, or shall
          consent to the filing of any such petition, or shall consent to the
          appointment on the ground of insolvency or bankruptcy of a receiver or
          custodian or liquidator or trustee or assignee in bankruptcy or
          insolvency of it or of its property, or shall make an assignment for
          the benefit of creditors; or

               (7) the occurrence of any other Event of Default with respect to
          Securities of such series, as contemplated by Section 2.01 hereof.

          (b) In each and every such case, unless the principal of all the
     Securities of that series shall have already become due and payable, either
     the Trustee or the holders of not less than twenty-five percent in
     aggregate principal amount of the Securities of that series then
     outstanding hereunder, by notice in writing to the Company (and to the
     Trustee if given by such Securityholders), may declare the principal (or,
     if any of such Securities are Discount Securities, such portion of the
     principal amount thereof as may be specified by their terms as contemplated
     by Section 2.01) of all the Securities of that series to be due and payable
     immediately, and upon any such declaration the same shall become and shall
     be immediately due and payable, anything contained in this Indenture or in
     the Securities of that series or established with respect to that series
     pursuant to Section 2.01 hereof to the contrary notwithstanding.

          (c) Section 6.01(b), however, is subject to the condition that if, at
     any time after the principal of the Securities of that series shall have
     been so declared due and payable, and before any judgment or decree for the
     payment of the monies due shall have been obtained or entered as
     hereinafter provided, the Company shall pay or shall deposit with the
     Trustee a sum sufficient to pay all matured installments of interest upon
     all the Securities of that series and the principal of (and premium, if
     any, on) any and all Securities of that series which shall have become due
     otherwise than by acceleration (with interest upon such principal and
     premium, if any, and, to the extent that such payment is enforceable under
     applicable law, upon overdue installments of interest, at the

                                      -29-

<PAGE>

     rate per annum expressed in the Securities of that series to the date of
     such payment or deposit) and the amount payable to the Trustee under
     Section 7.06, and any and all defaults under the Indenture, other than the
     nonpayment of principal on Securities of that series which shall not have
     become due by their terms, shall have been remedied or waived as provided
     in Section 6.06, then and in every such case the holders of a majority in
     aggregate principal amount of the Securities of that series then
     outstanding, by written notice to the Company and to the Trustee, may
     rescind and annul such declaration and its consequences with respect to
     that series of Securities; but no such rescission and annulment shall
     extend to or shall affect any subsequent default, or shall impair any right
     consequent thereon.

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

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

          (a) The Company covenants that in case an Event of Default described
     in subsection 6.01(a)(1) or (a)(2) shall have occurred and be continuing,
     upon demand of the Trustee, the Company will pay to the Trustee, for the
     benefit of the holders of the Securities of that series, the whole amount
     that then shall have become due and payable on all such Securities for
     principal (and premium, if any) or interest, or both, as the case may be,
     with interest upon the overdue principal (and premium, if any) and (to the
     extent that payment of such interest is enforceable under applicable law
     and without duplication of any other amounts paid by the Company in respect
     thereof) upon overdue installments of interest at the rate per annum
     expressed in the Securities of that series; and, in addition thereto, such
     further amount as shall be sufficient to cover the costs and expenses of
     collection, and the amount payable to the Trustee under Section 7.06.

          (b) In case the Company shall fail forthwith to pay such amounts upon
     such demand, the Trustee, in its own name and as trustee of an express
     trust, shall be entitled and empowered to institute any action or
     proceedings at law or in equity for the collection of the sums so due and
     unpaid, and may prosecute any such action or proceeding to judgment or
     final decree, and may enforce any such judgment or final decree against the
     Company or other obligor upon the Securities of that series and collect in
     the manner provided by law out of the property of the Company or other
     obligor upon the Securities of that series wherever situated the monies
     adjudged or decreed to be payable.

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

                                      -30-

<PAGE>

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

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

          In case of an Event of Default hereunder, the Trustee may in its
     discretion proceed to protect and enforce the rights vested in it by this
     Indenture by such appropriate judicial proceedings as the Trustee shall
     deem most effectual to protect and enforce any of such rights, either at
     law or in equity or in bankruptcy or otherwise, whether for the specific
     enforcement of any covenant or agreement contained in the Indenture or in
     aid of the exercise of any power granted in this Indenture, or to enforce
     any other legal or equitable right vested in the Trustee by this Indenture
     or by law.

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

     Section 6.03. Application of Money or Property Collected.

     Any money or other property collected by the Trustee pursuant to this
Article Six or any money or other property otherwise distributable in respect of
the Company's or any other

                                      -31-

<PAGE>

obligor's obligations under this Indenture with respect to a particular series
of Securities shall be applied in the order following, at the date or dates
fixed by the Trustee and, in case of the distribution of such money or property
on account of principal (or premium, if any) or interest, upon presentation of
the several Securities of that series, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

     FIRST: To the payment of costs and expenses of collection and of all
     amounts payable to the Trustee (including any predecessor Trustee) under
     Section 7.06;

     SECOND: To the payment of all Senior Debt of the Company if and to the
     extent required by Article 14.

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

     FOURTH: To the Company.

     The Trustee may fix a record date for any payment to Holders.

     Section 6.04. Requests by Holders.

     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to
Securities of such series specifying such Event of Default, as hereinbefore
provided, and unless also the holders of not less than twenty-five percent in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this

                                      -32-

<PAGE>

Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

     Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

     Section 6.05. Remedies Cumulative; No Waiver.

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

          (b) No delay or omission of the Trustee or of any holder of any of the
     Securities to exercise any right or power accruing upon any Event of
     Default occurring and continuing as aforesaid shall impair any such right
     or power, or shall be construed to be a waiver of any such default or an
     acquiescence therein; and, subject to the provisions of Section 6.04, every
     power and remedy given by this Article or by law to the Trustee or to the
     Securityholders may be exercised from time to time, and as often as shall
     be deemed expedient, by the Trustee or by the Securityholders.

     Section 6.06. Control of Holders.

     The holders of a majority in aggregate principal amount of the Securities
of any series at the time outstanding, determined in accordance with Section
8.04, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture or unduly prejudicial to the rights of holders of Securities
of any other series at the time outstanding determined in accordance with
Section 8.04 not parties thereto, or involve the Trustee in any personal
liability or expense. Subject to the provisions of Section 7.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or Officers of the Trustee, determine
that the proceeding so directed might involve the Trustee in personal liability.
The holders of a majority in aggregate principal amount of the Securities of any
series at the time outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the Securities of such
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as
and

                                      -33-

<PAGE>

when the same shall become due by the terms of such Securities otherwise
than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c))) or a call for redemption of Securities of that series.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

     Section 6.07. Notice by Trustee.

     The Trustee shall, within 90 days after the occurrence of a default with
respect to a particular series, transmit by mail, first class postage prepaid,
to the holders of Securities of that series, as their names and addresses appear
upon the Security Register, notice of all defaults with respect to that series
known to the Trustee, unless such defaults shall have been cured or waived
before the giving of such notice (the term "defaults" for the purposes of this
Section being hereby defined to be the events specified in subsections (1), (2),
(3), (4), (5), (6) and (7) of Section 6.01(a), not including any periods of
grace provided for therein and irrespective of the giving of notice provided for
by subsection (4) of Section 6.01(a)); provided, that, except in the case of
default in the payment of the principal of (or premium, if any) or interest on
any of the Securities of that series or in the payment of any sinking or
analogous fund installment established with respect to that 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 and/or
Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(4) with respect to Securities of such series no
such notice to the holders of the Securities of that series shall be given until
at least 30 days after the occurrence thereof.

     Section 6.08. Undertaking for Costs.

     All parties to this Indenture agree, and each holder of any Securities by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                      -34-

<PAGE>

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

     Section 7.01. Certain Duties and Responsibilities.

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

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

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

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

                    (ii) in the absence of bad faith on the part of the Trustee,
               the Trustee may with respect to Securities of such series
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon any
               certificates or opinions furnished to the Trustee and conforming
               to the requirements of this Indenture; but in the case of any
               such certificates or opinions 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 (but need
               not confirm or investigate the accuracy of mathematical
               calculations or other facts stated therein);

                                      -35-

<PAGE>

               (2) 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;
          and

               (3) the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the written direction of the holders of not less than a majority in
          principal amount of the Securities of any series at the time
          outstanding relating to the time, method and place of conducting any
          proceeding for any remedy available to the Trustee, or exercising any
          trust or power conferred upon the Trustee under this Indenture with
          respect to the Securities of that series.

          (c) 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 7.01.

     Section 7.02. Certain Rights of Trustee.

     Except as otherwise provided in Section 7.01:

          (a) The Trustee may conclusively rely and shall be fully protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, demand, approval, bond, security or other paper or document
     believed by it (i) to be genuine and (ii) to have been signed or presented
     by the proper party or parties;

          (b) Any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by a Company Order, Board Resolution
     or an Officers' Certificate (unless other evidence in respect thereof is
     specifically prescribed herein);

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

          (d) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders, pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     security or indemnity satisfactory to it against the costs,

                                      -36-

<PAGE>

     expenses and liabilities which may be incurred therein or thereby; nothing
     herein contained shall, however, relieve the Trustee of the obligation,
     upon the occurrence of an Event of Default with respect to a series of the
     Securities (which has not been cured or waived) to exercise with respect to
     Securities of that series such of the rights and powers vested in it by
     this Indenture, and to use the same degree of care and skill in their
     exercise, as a prudent man would exercise or use under the circumstances in
     the conduct of his own affairs;

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

          (f) The Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, direction, order,
     demand, approval, bond, security, or other papers or documents, unless
     requested in writing so to do by the holders of not less than a majority in
     principal amount of the outstanding Securities of the particular series
     affected thereby (determined as provided in Section 8.04); provided,
     however, that if the payment within a reasonable time to the Trustee of the
     costs, expenses or liabilities likely to be incurred by it in the making of
     such investigation is, in the opinion of the Trustee, not reasonably
     assured to the Trustee by the security afforded to it by the terms of this
     Indenture, the Trustee may require indemnity or security against such
     costs, expenses or liabilities as a condition to so proceeding. The
     reasonable expense of every such examination shall be paid by the Company
     or, if paid by the Trustee, shall be repaid by the Company upon demand.
     Notwithstanding the foregoing, the Trustee, in its discretion, may make,
     but need not make nor shall it be required to make, such further inquiry or
     investigation into such facts or matters as it may see fit. In making any
     investigation required or authorized by this subparagraph, the Trustee
     shall be entitled to examine 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 permissive right of the Trustee to do things enumerated in
     this Indenture shall not be construed as a duty;

          (i) The rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and each agent, custodian and other Person employed
     to act hereunder;

          (j) The Trustee may request that the Company deliver a certificate
     setting forth the names of individuals and/or titles of officers authorized
     at such time to take

                                      -37-

<PAGE>

     specified actions pursuant to this Indenture, which certificate may be
     signed by any person authorized to sign an Officers' Certificate, including
     any person specified as so authorized in any such certificate previously
     delivered and not superseded;

          (k) The Trustee shall not be deemed to have or be charged with
     knowledge of any Default or Event of Default except with respect to
     Securities of any series (i) a Default or Event of Default under subsection
     (a)(1), (a)(2) or (a)(3) of Section 6.01 as long as the Trustee is acting
     as paying agent for such series of Securities or (ii) any Default or Event
     of Default as to which a Responsible Officer of the Trustee shall have
     received at the Corporate Trust Office of the Trustee written notice of
     which from the Company or any Holder and such notice states that it is a
     "Notice of Default" or "Notice of Event of Default" hereunder, as the case
     may be, and references the Securities and this Indenture; and

          (l) 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, conclusively rely upon an Officers' Certificate.

     Section 7.03. Not Responsible for Recitals or Issuance of Securities.

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

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

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

     Section 7.04. May Hold Securities.

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

     Section 7.05. Monies Held in Trust.

     Subject to the provisions of Section 11.04, all monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law.

                                      -38-

<PAGE>


The Trustee shall be under no liability for interest on any monies received by
it hereunder except such as it may agree in writing with the Company to pay
thereon.

     Section 7.06. Compensation; Reimbursement; and Indemnification.

          (a) The Company covenants and agrees to pay to the Trustee from time
     to time, and the Trustee shall be entitled to such compensation as shall be
     agreed in writing between the Company and the Trustee (which shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust) for all services rendered by it in the execution of
     the trusts hereby created and in the exercise and performance of any of the
     powers and duties hereunder of the Trustee, and the Company will pay or
     reimburse the Trustee upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the Trustee in accordance
     with any of the provisions of this Indenture (including the reasonable
     compensation and the reasonable expenses and disbursements of its counsel
     and agents and of all persons not regularly in its employ) except any such
     expense, disbursement or advance as may arise from its negligence, willful
     misconduct or bad faith. The Company also covenants and agrees to the
     fullest extent permitted by law, to indemnify each of the Trustee, or any
     predecessor Trustee, its officers, employees, directors, shareholders and
     agents, for, and to hold them harmless against, any and all loss, damage,
     claim, liability or expense, including taxes (other than taxes based upon,
     measured by or determined by the income of the Trustee or any predecessor
     Trustee), incurred without negligence, willful misconduct or bad faith on
     its part, arising out of or in connection with the acceptance or
     administration of the trusts and its duties under this Indenture, including
     the enforcement of this provision and the reasonable 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.

          (b) The obligations of the Company under this Section to compensate
     and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
     disbursements and advances shall constitute additional indebtedness
     hereunder. Such additional indebtedness shall be secured by a lien prior to
     that of the Securities upon all property and funds held or collected by the
     Trustee as such, except funds held in trust under Section 11.02.

          (c) In addition to and without prejudice to any other rights available
     to the Trustee under applicable law and any of the provisions of this
     Indenture, when the Trustee incurs expenses or renders services in
     connection with an Event of Default, the expenses (including reasonable
     charges and expenses of its counsel) and compensation for its services are
     intended to constitute expenses of administration under applicable Federal
     or state bankruptcy, insolvency or similar law.

          (d) The provisions of this Section 7.06, including the lien of the
     Trustee, shall survive the satisfaction and discharge or other termination
     for any reason of this Indenture, the resignation or removal of the Trustee
     for any reason hereunder and any rejection or termination of this Indenture
     under any applicable bankruptcy or insolvency

                                      -39-

<PAGE>

     law.

          (e) "Trustee" for purposes of this Section 7.06 shall include any
     predecessor Trustee; provided, however, that the negligence, bad faith or
     willful misconduct of any Trustee hereunder shall not affect the rights of
     any other Trustee hereunder.

     Section 7.07. Reliance on Officers' Certificate.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

     Section 7.08. Conflicting Interests.

     If the Trustee has acquired or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. For purposes of
Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series, shall not be deemed to have a conflict of interest arising from its
capacity as trustee in respect of the Securities of any other series. The
Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided,
however, that there shall be excluded from the operation of Section 310(b)(1) of
the Trust Indenture Act any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Section
310(b)(1) of the Trust Indenture Act are met. To the extent permitted by such
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of
being a trustee under this Indenture, in its capacity as trustee in respect of
the Securities of any series, in its capacity as trustee in respect of the
Securities of any other series, or by virtue of being a trustee under the
Purchase Contract Agreement, dated as of November 2, 2001, pursuant to which the
Company's 6.00% Equity Security Units are outstanding, the Indenture, dated
November 2, 2001, pursuant to which the Company's 5.95% debentures are
outstanding, the Indenture, dated July 31, 2002, pursuant to which the Company's
4.875% notes and 6.80% notes are outstanding, or under any other indenture or
indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding.

     Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the second to last paragraph of Section 310(b) of
the Trust Indenture Act.

                                      -40-

<PAGE>

     Section 7.09. Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to the Securities issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or other person permitted to
act as trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50
million dollars, and subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

                                      -41-

<PAGE>

     Section 7.10. Resignation and Removal; Appointment of Successor.

          (a) The Trustee or any successor hereafter appointed, may at any time
     resign with respect to the Securities of one or more series by giving
     written notice thereof to the Company and by transmitting notice of
     resignation by mail, first class postage prepaid, to the Securityholders of
     such series, as their names and addresses appear upon the Security
     Register. Upon receiving such notice of resignation, the Company shall
     promptly appoint a successor trustee with respect to Securities of such
     series by written instrument, in duplicate, executed by order of the Board
     of Directors, one copy of which instrument shall be delivered to the
     resigning Trustee and one copy to the successor trustee. If no successor
     trustee shall have been so appointed and have accepted appointment within
     30 days after the mailing of such notice of resignation, the resigning
     Trustee may, at the expense of the Company, petition any court of competent
     jurisdiction for the appointment of a successor trustee with respect to
     Securities of such series, or any Securityholder of that series who has
     been a bona fide holder of a Security or Securities for at least six months
     may, subject to the provisions of Section 6.08, on behalf of himself and
     all others similarly situated, petition any such court for the appointment
     of a successor trustee. Such court may thereupon after such notice, if any,
     as it may deem proper and prescribe, appoint a successor trustee.

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

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

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

               (3) the Trustee shall become incapable of acting, or shall be
          adjudged a bankrupt or insolvent, or 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, the Company may remove the Trustee with respect to
     all Securities and appoint a successor trustee by written instrument, in
     duplicate, executed by order of the Board of Directors, one copy of which
     instrument shall be delivered to the Trustee so removed and one copy to the
     successor trustee, or, subject to the provisions of Section 6.08, unless,
     with respect to subsection (b)(1) above, the Trustee's duty to resign is
     stayed as provided in Section 310(b) of the Trust Indenture Act, any
     Securityholder who has been a bona fide holder of a Security or Securities
     for at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent

                                      -42-

<PAGE>

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

          (c) The holders of a majority in aggregate principal amount of the
     Securities of any series at the time outstanding may at any time remove the
     Trustee with respect to such series and appoint a successor trustee. If no
     successor trustee shall have been so appointed and have accepted
     appointment within 30 days after the mailing of such notice of removal, the
     Trustee being removed may petition any court of competent jurisdiction for
     the appointment of a successor trustee with respect to the Securities of
     such series.

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

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

     Section 7.11. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor trustee with
     respect to all Securities, every such successor trustee so appointed shall
     execute, acknowledge and deliver to the Company and to the retiring Trustee
     an instrument accepting such appointment, and thereupon the resignation or
     removal of the retiring Trustee shall become effective and such successor
     trustee, without any further act, deed or conveyance, shall become vested
     with all the rights, powers, trusts and duties of the retiring Trustee;
     but, on the request of the Company or the successor trustee, such retiring
     Trustee shall, upon payment of its charges, execute and deliver an
     instrument transferring to such successor trustee all the rights, powers,
     and trusts of the retiring Trustee and shall duly assign, transfer and
     deliver to such successor trustee all property and money held by such
     retiring Trustee hereunder, subject to the prior lien provided for in
     Section 7.06(b).

          (b) In case of the appointment hereunder of a successor trustee with
     respect to the Securities of one or more (but not all) series, the Company,
     the retiring Trustee and each successor trustee with respect to the
     Securities of one or more series shall execute and deliver an indenture
     supplemental hereto wherein each successor trustee shall accept such
     appointment and which (1) shall contain such provisions as shall be
     necessary or desirable to transfer and confirm to, and to vest in, each
     successor trustee all the rights, powers, trusts and duties of the retiring
     Trustee with respect to the Securities of that or those series to which the
     appointment of such successor trustee relates, (2) shall contain such
     provisions as shall be deemed necessary or desirable to confirm that all
     the

                                      -43-

<PAGE>

     rights, powers, trusts and duties of the retiring Trustee with respect to
     the Securities of that or those series as to which the retiring Trustee is
     not retiring shall continue to be vested in the retiring Trustee, and (3)
     shall add to or change any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of the trusts
     hereunder by more than one Trustee, it being understood that nothing herein
     or in such supplemental indenture shall constitute such Trustees
     co-trustees of the same trust, that each such Trustee shall be trustee of a
     trust or trusts hereunder separate and apart from any trust or trusts
     hereunder administered by any other such Trustee and that no Trustee shall
     be responsible for any act or failure to act on the part of any other
     Trustee hereunder; and upon the execution and delivery of such supplemental
     indenture the resignation or removal of the retiring Trustee shall become
     effective to the extent provided therein, such retiring Trustee shall with
     respect to the Securities of that or those series to which the appointment
     of such successor trustee relates have no further responsibility for the
     exercise of rights and powers or for the performance of the duties and
     obligations vested in the Trustee under this Indenture, and each such
     successor trustee, without any further act, deed or conveyance, shall
     become vested with all the rights, powers, trusts and duties of the
     retiring Trustee with respect to the Securities of that or those series to
     which the appointment of such successor trustee relates; but, on request of
     the Company or any successor trustee, such retiring Trustee shall duly
     assign, transfer and deliver to such successor trustee, to the extent
     contemplated by such supplemental indenture, the property and money held by
     such retiring Trustee hereunder with respect to the Securities of that or
     those series to which the appointment of such successor trustee relates,
     subject to the prior lien provided for in Section 7.06(b).

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

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

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

          (f) Any corporation into which the Trustee may be merged or converted
     or with which it may be consolidated, or any corporation resulting from any
     merger, conversion or consolidation to which the Trustee shall be a party,
     or any corporation succeeding to all or substantially all of the corporate
     trust business of the Trustee, shall be the successor of the Trustee
     hereunder, provided such corporation shall be qualified under

                                      -44-

<PAGE>

     the provisions of the Trust Indenture Act and eligible under the provisions
     of Section 7.09, without the execution or filing of any paper or any
     further act on the part of any of the parties hereto, anything herein to
     the contrary notwithstanding. In case any Securities shall have been
     authenticated, but not delivered, by the Trustee then in office, any
     successor by merger, conversion or consolidation to such authenticating
     Trustee may adopt such authentication and deliver the Securities so
     authenticated with the same effect as if such successor Trustee had itself
     authenticated such Securities.

     Section 7.12. Preferential Collection of Claims Against Company.

     If and when the Trustee shall become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding collection of claims against the
Company (or any other obligor upon the Securities).

     Section 7.13. Application for Instructions from the Company.

     Any application by the Trustee for written instructions from the Company
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than five Business
Days after the date any Authorized Officer of the Company actually receives such
application, unless any such Authorized Officer shall have consented in writing
to any earlier date) unless prior to taking any such action (or the effective
date in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

                                 ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

     Section 8.01. Action by Holders.

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

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,

                                      -45-

<PAGE>

direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

     In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the principal amount of a Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

     Section 8.02. Proof of Execution.

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

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

          (b) The ownership of Securities shall be proved by the Security
     Register of such Securities or by a certificate of the Security Registrar
     thereof.

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

     Section 8.03. Registered Holders.

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

                                      -46-

<PAGE>

     Section 8.04. Securities Owned by Company Disregarded.

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

     Section 8.05. Revocation of Consent; Consents Binding.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     Section 9.01. Supplemental Indentures Without Consent of Holders.

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to

                                      -47-

<PAGE>

the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

          (a) to evidence the succession of another person to the Company, and
     the assumption by any such successor of the covenants of the Company
     contained herein or otherwise established with respect to the Securities;
     or

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

          (c) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture as shall not be
     inconsistent with the provisions of this Indenture and shall not adversely
     affect in any material respect the interests of the holders of the
     Securities of any series; or

          (d) to change or eliminate any of the provisions of this Indenture or
     to add any new provision to this Indenture; provided, however, that such
     change, elimination or addition shall become effective only when there is
     no Security outstanding of any series created prior to the execution of
     such supplemental indenture that is entitled to the benefit of such
     provisions; or

          (e) to establish the form or terms of Securities of any series as
     permitted by Section 2.01; or

          (f) to add any additional Events of Default with respect to all or any
     series of outstanding Securities; or

          (g) to provide collateral security for the Securities; or

          (h) to provide for the authentication and delivery of bearer
     securities and coupons appertaining thereto representing interest, if any,
     thereon and for the procedures for the registration, exchange and
     replacement thereof and for the giving of notice to, and the solicitation
     of the vote or consent of, the holders thereof, and for any other matters

                                      -48-

<PAGE>

     incidental thereto; or

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

          (j) to change any place or places where (1) the principal of and
     premium, if any, and interest, if any, on all or any series of Securities
     shall be payable, (2) all or any series of Securities may be surrendered
     for registration of transfer, (3) all or any series of Securities may be
     surrendered for exchange and (4) notices and demands to or upon the Company
     in respect of all or any series of Securities and this Indenture may be
     served; provided, however, that any such place shall be located in New
     York, New York or be the principal office of the Company; or

          (k) to provide for the payment by the Company of additional amounts in
     respect of certain taxes imposed on certain holders and for the treatment
     of such additional amounts as interest and for all matters incidental
     thereto; or

          (l) to provide for the issuance of Securities denominated in a
     currency other than Dollars or in a composite currency and for all matters
     incidental thereto.

     Without limiting the generality of the foregoing, if the Trust Indenture
Act as in effect at the date of the execution and delivery of this Indenture or
at any time thereafter shall be amended and

          (x) if any such amendment shall require one or more changes to any
     provisions hereof or the inclusion herein of any additional provisions, or
     shall by operation of law be deemed to effect such changes or incorporate
     such provisions by reference or otherwise, this Indenture shall be deemed
     to have been amended so as to conform to such amendment to the Trust
     Indenture Act, and the Company and the Trustee may, without the consent of
     any Securityholders, enter into a supplemental indenture hereto to effect
     or evidence such changes or additional provisions; or

          (y) if any such amendment shall permit one or more changes to, or the
     elimination of, any provisions hereof which, at the date of the execution
     and delivery hereof or at any time thereafter, are required by the Trust
     Indenture Act to be contained herein, this Indenture shall be deemed to
     have been amended to effect such changes or elimination, and the Company
     and the Trustee may, without the consent of any Securityholders, enter into
     a supplemental indenture hereto to effect such changes or elimination; or

          (z) if, by reason of any such amendment, one or more provisions which,
              at

                                      -49-

<PAGE>

     the date of the execution and delivery hereof or at any time thereafter,
     are required by the Trust Indenture Act to be contained herein shall be
     deemed to be incorporated herein by reference or otherwise, or otherwise
     made applicable hereto, and shall no longer be required to be contained
     herein, the Company and the Trustee may, without the consent of any
     Securityholders, enter into a supplemental indenture hereto to effect the
     elimination of such provisions.

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

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 9.02.

     Section 9.02. Supplemental Indentures with Consent of Holders.

     With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Securities of all
series affected by such supplemental indenture or indentures at the time
outstanding voting as one class, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity date or dates of any Securities of any series, (ii)
extend the time of payment of interest or on any sinking fund payment, other
than extensions permitted pursuant to Section 2.01, (iii) reduce the rate of
interest on any Security, (iv) reduce the principal amount due for payment on
any Security, (v) make the principal, premium, if any, or interest on a Security
payable in any coin or currency other than that provided in such Security, (vi)
modify any redemption or repurchase right to the detriment of a Securityholder,
(vii) impair the right of any Securityholder to institute suit for payment,
(viii) reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture, or reduce the percentage
of Securities, the holders of which are required to waive any covenant or
default and its consequences, (ix) waive any past payment default, (x) modify
any provision of Section 9.02, or (xi) modify the subordination provisions in
Article Fourteen in a manner adverse to the holders of the Securities, without
the consent of the holders of each Security then outstanding and affected
thereby.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such

                                      -50-

<PAGE>

Persons, shall be entitled to consent to such supplemental indenture, whether or
not such Holders remain Holders after such record date; provided, that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.

     Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that modifies the
rights of 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 the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

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

     Section 9.03. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

                                      -51-

<PAGE>

     Section 9.04. Notation on or Exchange of Securities.

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

     Section 9.05. Reliance on Opinion of Counsel.

     The Trustee, subject to the provisions of Section 7.01, shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to this
Article is authorized or permitted by, and conforms to, the terms of this
Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof.

                                   ARTICLE TEN

                         CONSOLIDATION, MERGER AND SALE

     Section 10.01. Conditions to Consolidation or Merger.

     The Company covenants that it will not merge into or consolidate with any
other corporation or other entity (whether or not affiliated with the Company)
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property to any other corporation or other entity (whether or not
affiliated with the Company or its successor or successors), unless (i) such
other corporation or Person shall expressly assume the due and punctual payment
of the principal of, and premium, if any, and interest on all the Securities of
all series in accordance with the terms of each series, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture with respect to each series or
established with respect to such series pursuant to Section 2.01 to be kept or
performed by the Company by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation or Person and (ii)
immediately after giving effect to such merger or consolidation, or such sale,
conveyance, transfer or lease or other disposition, no Default or Event of
Default shall have occurred and be continuing. Any Person may merge into or
consolidate with the Company provided that the Company is the surviving
corporation.

     Section 10.02. Effect of Consolidation or Merger.

          (a) In case of any such consolidation, merger, sale, conveyance,
     transfer or other disposition and upon the assumption by the successor
     corporation, by supplemental indenture, executed and delivered to the
     Trustee and satisfactory in form to the Trustee,

                                      -52-

<PAGE>

     of the due and punctual payment of the principal of and premium, if any,
     and interest on all of the Securities of all series outstanding and the due
     and punctual performance of all of the covenants and conditions of this
     Indenture or established with respect to each series of the Securities
     pursuant to Section 2.01 to be kept or performed by the Company with
     respect to each series, such successor corporation shall succeed to and be
     substituted for the Company, with the same effect as if it had been named
     herein as the party of the first part, and thereupon (provided, that in the
     case of a lease, the term of the lease is at least as long as the longest
     maturity of any Securities outstanding at such time) the predecessor
     corporation shall be relieved of all obligations and covenants under this
     Indenture and the Securities. Such successor corporation thereupon may
     cause to be signed, and may issue either in its own name or in the name of
     the Company or any other predecessor obligor on the Securities, any or all
     of the Securities issuable hereunder which theretofore shall not have been
     signed by the Company and delivered to the Trustee; and, upon the order of
     such successor company, instead of the Company, and subject to all the
     terms, conditions and limitations in this Indenture prescribed, the Trustee
     shall authenticate and shall deliver any Securities which previously shall
     have been signed and delivered by the officers of the predecessor Company
     to the Trustee for authentication, and any Securities which such successor
     corporation thereafter shall cause to be signed and delivered to the
     Trustee for that purpose. All the Securities so issued shall in all
     respects have the same legal rank and benefit under this Indenture as the
     Securities theretofore or thereafter issued in accordance with the terms of
     this Indenture as though all of such Securities had been issued at the date
     of the execution hereof.

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

          (c) Nothing contained in this Indenture or in any of the Securities
     shall prevent the Company from merging into itself or acquiring by purchase
     or otherwise all or any part of the property of any other corporation
     (whether or not affiliated with the Company).

     Section 10.03. Officers' Certificate and Opinion of Counsel as Evidence.

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

                                      -53-

<PAGE>

                                 ARTICLE ELEVEN

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONIES

     Section 11.01. Company's Option to Effect Legal Defeasance or Covenant
Defeasance.

     Securities of a series may be defeased in accordance with their terms and,
unless the Company Order or supplemental indenture establishing the series
otherwise provides, in accordance with this Article.

     The Company at any time may terminate as to a series all of its obligations
for such series under this Indenture, including under Article 14, ("legal
defeasance option"). The Company at any time may terminate as to a series its
obligations, if any, under any restrictive covenant, including under Section
4.05, Article 10 and Article 14, which may be applicable to a particular series
("covenant defeasance option"). However, in the case of the legal defeasance
option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and
11.04 shall survive until the Securities of the series are no longer
outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and
11.04 shall survive.

     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which may be
applicable to a particular series so defeased under the terms of the series.

     The Company may exercise as to a series its legal defeasance option or its
covenant defeasance option if:

               (1) The Company irrevocably deposits in trust with the Trustee or
          another trustee (x) money in an amount which shall be sufficient; or
          (y) Eligible Obligations the principal of and the interest on which
          when due, without regard to reinvestment thereof, will provide moneys,
          which, together with the money, if any, deposited or held by the
          Trustee or such other trustee, shall be sufficient, as demonstrated by
          evidence in form and substance reasonably acceptable to the Trustee;
          or (z) a combination of money and Eligible Obligations which shall be
          sufficient, as demonstrated by evidence in form and substance
          reasonably acceptable to the Trustee (which may include a verification
          report from an independent accountant), to pay the principal of and
          premium, if any, and interest, if any, due and to become due on such
          Securities on or prior to maturity;

                                      -54-

<PAGE>

               (2) the Company delivers to the Trustee an Opinion of Counsel to
          the effect that holders of the series will not recognize income, gain
          or loss for Federal income tax purposes as a result of the defeasance
          but will realize income gain or loss on the Securities, including
          payments of interest thereon, in the same amounts and in the same
          manner and at the same time as would have been the case if such
          defeasance had not occurred and which, in the case of legal
          defeasance, shall be (x) accompanied by a ruling of the Internal
          Revenue Service issued to the Company or (y) based on a change in
          Federal income tax law or regulation occurring after the date hereof;
          and

               (3) the Company delivers to the Trustee an Officers' Certificate
          and an Opinion of Counsel, each stating that all conditions precedent
          to such defeasance as contemplated by this Article Eleven have been
          complied with.

     In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Eligible Obligations deposited
pursuant to this Section 11.01 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the holders of outstanding Securities; provided, however, that the
Trustee shall be entitled to charge any such tax, fee or other charge to such
holder's account.

     Section 11.02. Monies and Eligible Obligations Held in Trust.

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

     Section 11.03. Release of Paying Agent.

     In connection with the satisfaction and discharge of this Indenture all
monies or Eligible Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such monies or Eligible Obligations.

                                      -55-

<PAGE>

     Section 11.04. Unclaimed Monies or Eligible Obligations.

     Any monies or Eligible Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for at least two
years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable, upon
the written request of the Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, shall
be repaid to the Company in accordance with the terms of a Company Order
received by the Trustee or if then held by the Company shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be released
from all further liability with respect to such monies or Eligible Obligations,
and the holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company. Any
unclaimed monies or Eligible Obligations held by the Trustee pursuant to this
Section shall be held uninvested and without any liability for interest.

     Section 11.05. Reinstatement.

     If the Trustee or paying agent is unable to apply any money or Eligible
Obligations in accordance with Section 11.01 by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 11, until such time as the Trustee
or paying agent is permitted to apply all such money or Eligible Obligations in
accordance with Section 11.01; provided, however, that if the Company makes any
payment of principal of or interest on any Securities following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the holders of such Securities to receive such payment from the money or
Eligible Obligations held by the Trustee or paying agent after payment in full
to the Holders.

                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     Section 12.01. Immunity of Certain Persons.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is

                                      -56-

<PAGE>

or shall be incurred by, the incorporators, stockholders, officers or directors
as such, of the Company or of any predecessor or successor corporation, or any
of them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Securities.

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

     Section 13.01. Successors and Assigns.

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

     Section 13.02. Acts by Successor.

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

     Section 13.03. Surrender of Company Powers.

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

     Section 13.04. Notices.

     Except as otherwise expressly provided herein any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities to or on the Company may be given
or served by being deposited first class postage prepaid in a post office letter
box addressed (until another address is filed in writing by the Company with the
Trustee), as follows: Anthem, Inc., 120 Monument Circle, Indianapolis, Indiana
46204, Attention: Chief Legal and Administrative Officer. Any notice, election,
request or demand by the Company or any Securityholder to or upon the Trustee
shall be deemed to have

                                      -57-

<PAGE>

been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee.

     Section 13.05. Governing Law; Jurisdiction; and Waiver of Trial by Jury.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York (including without limitation
Section 5-1401 of the New York General Obligations Law or any successor to such
statute). The Trustee, the Company, and (by their acceptance of the Securities)
the Holders, agree to submit to the non-exclusive jurisdiction of any United
States federal or state court located in the Borough of Manhattan, in The City
of New York in any action or proceeding arising out of or relating to this
Indenture or the Securities. The Trustee and the Company hereby knowingly,
voluntarily and intentionally waive any rights they may have to a trial by jury
in respect of any litigation based hereon, or arising out of, under or in
connection with this Indenture or any course of conduct, course of dealing,
statements (whether oral or written) or actions of the Trustee or the Company
relating thereto. The Company acknowledges and agrees that it has received full
and sufficient consideration for this provision and that this provision is a
material inducement for the Trustee and the Holders entering into this
Indenture.

                                      -58-

<PAGE>

     Section 13.06. Certificate and Opinion as to Conditions Precedent.

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

          (b) Each certificate or opinion provided for in this Indenture and
     delivered to the Trustee with respect to compliance with a condition or
     covenant in this Indenture (other than the certificate provided pursuant to
     Section 5.03(d) of this Indenture) shall include (1) a statement that the
     person making such certificate or opinion has read such covenant or
     condition; (2) a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based; (3) a statement that,
     in the opinion of such person, he or she has made such examination or
     investigation as is necessary to enable him or her to express an informed
     opinion as to whether or not such covenant or condition has been complied
     with; and (4) a statement as to whether or not, in the opinion of such
     person, such condition or covenant has been complied with.

     Section 13.07. Payments on Next Business Day.

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

     Section 13.08. Trust Indenture Act Controls.

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

     Section 13.09. Counterparts.

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

                                      -59-

<PAGE>

     Section 13.10. Severability.

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

     Section 13.11. Assignment.

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

     Section 13.12. Table of Contents, Headings, Etc.

     The Article and Section Headings in this Indenture and the Table of
Contents are for convenience only and shall not affect the construction hereof.

     Section 13.13. Mixed Currencies.

     Whenever this Indenture provides for any action by, or the determination of
any rights of, holders of Securities of any series in which not all of such
Securities are denominated in the same currency, in the absence of any provision
to the contrary in the form of Security of any particular series, any amount in
respect of any Security denominated in a currency other than Dollars shall be
treated for any such action or determination of rights as that amount of Dollars
that could be obtained for such amount on such reasonable basis of exchange and
as of the record date with respect to Securities of such series (if any) for
such action or determination of rights (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action or
determination of rights) as the Company may specify in a written notice to the
Trustee or, in the absence of such written notice, as the Trustee may determine.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF DEBENTURES

     Section 14.01. Securities Subordinated to Senior Debt.

     The Company covenants and agrees, and each Securityholder issued hereunder
by his acceptance thereof likewise covenants and agrees, that all Securities
shall be issued subject to the provisions of this Article 14; and each person
holding any Security, whether upon original issue or upon transfer, assignment
or exchange thereof accepts and agrees to be bound by such provisions.

                                      -60-

<PAGE>

     The payment by the Company of the principal of, premium, if any and
interest on all Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
all Senior Debt, whether outstanding at the date of this Indenture or thereafter
incurred.

     No provision of this Article 14 shall prevent the occurrence of any Default
or Event of Default hereunder.

     Section 14.02. No Payment in Certain Circumstances.

     In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Debt, or in the event that the maturity of any Senior Debt has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of
or premium, if any, or interest on the Securities until such default shall have
been cured or waived in writing or shall have ceased to exist or such Senior
Debt shall have been discharged or paid in full.

     In the event of the acceleration of the maturity of the Securities, then no
payment shall be made by the Company with respect to the principal (including
redemption payments) of or premium, if any, or interest on the Securities until
the holders of all Senior Debt outstanding at the time of such acceleration
shall receive payment in full of such Senior Debt (including any amounts due
upon acceleration).

     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Securityholder when such payment is prohibited by
the preceding paragraphs of this Section 14.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear.

     Section 14.03. Payment on Dissolution, Etc.

     Upon any payment by the Company or distribution of assets of the Company of
any kind or character, whether in cash property or securities, to creditors upon
any liquidation, dissolution, winding up, receivership, reorganization,
assignment for the benefit of creditors, marshaling of assets and liabilities or
any bankruptcy, insolvency or similar proceedings of the Company, all amounts
due or to become due upon all Senior Debt shall first be paid in full, in cash
or cash equivalents, or payment thereof provided for in accordance with its
terms, before any payment is made on account of the principal of, premium, if
any, or interest on the indebtedness evidenced by the Securities, and upon any
such liquidation, dissolution, winding up, receivership, reorganization,
assignment, marshaling or proceeding, any payment or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to which the Securityholders or the Trustee under this Indenture would be
entitled except for the provisions of this Article 14, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or

                                      -61-

<PAGE>

distribution, or by the Securityholders or by the Trustee under this Indenture
if received by them or it, directly to the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Debt may have been issued, as their respective interests may appear, to
the extent necessary to pay all Senior Debt in full (including, without
limitation, except to the extent, if any, prohibited by mandatory provisions of
law, post-petition interest, in any such proceedings), after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt,
before any payment or distribution is made to the holders of the indebtedness
evidenced by the Securities or to the Trustee under this Indenture.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee under this Indenture or the holders of the Securities before all Senior
Debt is paid in full or provision is made for such payment in accordance with
its terms, such payment or distribution shall be held in trust for the benefit
of and shall be paid over or delivered to the holders of such Senior Debt or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Senior Debt remaining unpaid until all such Senior Debt
shall have been paid in full in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Debt.

     For purposes of this Article 14, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of arrangement, reorganization or readjustment, the payment of which
is subordinated (at least to the extent provided in this Article 14 with respect
to the Securities) to the payment of all Senior Debt which may at the time be
outstanding; PROVIDED, that (i) the Senior Debt is assumed by the new
corporation, if any, resulting from any such arrangement, reorganization or
readjustment, and (ii) the rights of the holders of the Senior Debt are not,
without the consent of such holders, altered by such arrangement, reorganization
or readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article 10 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section if such other
Person shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article 10. Nothing in Section 14.02 or
this Section 14.03 shall apply to claims of, or payments to, the Trustee under
or pursuant to Articles 6 or 7, except as provided therein. This Section shall
be subject to the further provisions of Section 14.06.

                                      -62-

<PAGE>


     Section 14.04. Subrogation Rights; Company's Obligations Absolute.

     Subject to the payment in full of all Senior Debt, the rights of the
holders of the Securities shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Debt until the principal of, premium, if
any, and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior
Debt of any cash, property or securities to which the holders of the Securities
or the Trustee on their behalf would be entitled except for the provisions of
this Article 14 and no payment ever pursuant to the provisions of this Article
14 to the holders of Senior Debt by holders of the Securities or the Trustee on
their behalf shall, as between the Company, its creditors other than holders of
Senior Debt and the holders of the Securities, be deemed to be a payment by the
Company to or on account of the Senior Debt; and no payments or distributions of
cash, property or securities to or for the benefit of the Securityholders
pursuant to the subrogation provisions of this Article, which would otherwise
have been paid to the holders of Senior Debt shall be deemed to be a payment by
the Company to or for the account of the Securities. It is understood that the
provisions of this Article 14 are and are intended solely for the purpose of
defining the relative rights of the holders of the Securities, on the one hand,
and the holders of the Senior Debt, on the other hand.

     Nothing contained in this Article 14 or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Debt, and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Securities the principal, premium, if any, and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company other than
the holders of the Senior Debt, nor shall anything herein or therein prevent the
holder of any Security or the Trustee on his behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 14 of the holders of Senior Debt in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article 14, the Trustee and the holders of the Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in
which such liquidation, dissolution, winding up, receivership, reorganization,
assignment or marshaling proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the holders
of the Securities, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 14.

                                      -63-

<PAGE>

     Section 14.05. Trustee to Effectuate Subordination.

     Each holder of a Security by his acceptance thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article 14 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

     Section 14.06. Notice to Trustee.

     The Company shall give prompt written notice to a Responsible Officer of
the Trustee and to any paying agent of any fact known to the Company which would
prohibit the making of any payment of moneys to or by the Trustee or any paying
agent in respect of the Securities pursuant to the provisions of this Article
14. Regardless of anything to the contrary contained in this Article 14 or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of
the existence of any Senior Debt or of any default or event of default with
respect to any Senior Debt or of any other facts which would prohibit the making
of any payment of moneys to or by the Trustee, unless and until a Responsible
Officer of the Trustee shall have received notice in writing at its principal
Corporate Trust Office to that effect signed by an officer of the Company, or by
a holder or agent of a holder of Senior Debt who shall have been certified by
the Company or otherwise established to the reasonable satisfaction of the
Trustee to be such holder or agent, or by the trustee under any indenture
pursuant to which Senior Debt shall be outstanding, and, prior to the receipt of
any such written notice, the Trustee shall be entitled to assume that no such
facts exist; PROVIDED, HOWEVER, that if on a date at least three Business Days
prior to the date upon which by the terms hereof any such moneys shall become
payable for any purpose (including, without limitation, the payment of the
principal of, or interest on any Security) a Responsible Officer of the Trustee
shall not have received with respect to such moneys the notice provided for in
this Section 14.06, then, regardless of anything herein to the contrary, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date.

     The Trustee shall be entitled to conclusively rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt or a trustee on behalf of any such holder. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 14, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 14, and if such evidence is not furnished the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

                                      -64-

<PAGE>

     Section 14.07. Rights of Trustee as Holder of Senior Debt; Trustee; Not
Fiduciary for Holders of Senior Debt.

     The Trustee and any agent of the Company or the Trustee shall be entitled
to all the rights set forth in this Article 14 with respect to any Senior Debt
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Debt and nothing in this Indenture
shall deprive the Trustee or any such agent, of any of its rights as such
holder. Nothing in this Article 14 shall apply to claims of, or payments to, the
Trustee under or pursuant to Articles 6 or 7.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 14, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and the Trustee shall not be liable
to any holder of Senior Debt if it shall pay over or deliver to holders of
Securities, the Company or any other person moneys or assets to which any holder
of Senior Debt shall be entitled by virtue of this Article 14 or otherwise.

     Section 14.08. Reliance by Holders of Senior Debt on Subordination
Provisions.

     No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article 14 or the obligations hereunder of the
holders of the Securities to the holders of such Senior Debt, do any one or more
of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Debt, or otherwise amend or
supplement in any manner such Senior Debt or any instrument evidencing the same
or any agreement under which such Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Debt; (iii) release any Person liable in any
manner for the collection of such Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company, as the case may be, and any other
Person.

     Section 14.09. Article Applicable to Paying Agents.

     In case at any time any paying agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 14 shall in such case (unless the context otherwise
requires) be construed as extending to

                                      -65-

<PAGE>


and including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article 14 in addition to or
in place of the Trustee.

     Section 14.10. Monies and Governmental Obligations Held in Trust Not
Subordinated.

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Governmental Obligations held in trust under Section
11.02 of this Indenture by the Trustee for the payment of principal of and
interest on the Securities shall not be subordinated to the prior payment of any
Senior Debt or subject to the restrictions set forth in this Article 14, and
none of the Securityholders shall be obligated to pay over any such amount to
the Company or any holder of Senior Debt or any other creditor of the Company.

     The Bank of New York, as Trustee, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

                                      -66-

<PAGE>

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

                                            ANTHEM, INC.



                                            By:_________________________________
                                            Name:
                                            Title:


                                            THE BANK OF NEW YORK, as Trustee



                                            By:_________________________________
                                            Name:
                                            Title:


                                      -67-