<PAGE>
                                                                     Exhibit 4.1


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                           THE PHOENIX COMPANIES, INC.

                                       TO

                                 SUNTRUST BANK,
                                     Trustee






                             SUBORDINATED INDENTURE








                          Dated as of December 20, 2002
                               -------------------





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


<PAGE>
                                TABLE OF CONTENTS


                                                                            Page

ARTICLE ONE DEFINITIONS AND OTHER
        PROVISIONS OF GENERAL APPLICATION......................................1

   SECTION 101.    Definitions.................................................1

     Act.......................................................................2
     Affiliate.................................................................2
     Authenticating Agent......................................................2
     Board of Directors........................................................2
     Board Resolution..........................................................2
     Business Day..............................................................2
     Commission................................................................2
     Company...................................................................2
     Company Request and Company Order.........................................3
     Consolidated Net Tangible Assets..........................................3
     Corporate Trust Office....................................................3
     Corporation...............................................................3
     Covenant Defeasance.......................................................3
     Defaulted Interest........................................................3
     Defeasance................................................................3
     Depositary................................................................3
     Dollar....................................................................3
     Event of Default..........................................................3
     Exchange Act..............................................................3
     Expiration Date...........................................................3
     Foreign Currency..........................................................3
     Global Security...........................................................4
     Government Obligations....................................................4
     Holder....................................................................4
     Indebtedness..............................................................4
     Indenture.................................................................4
     Interest Payment Date.....................................................5
     Interest Rate.............................................................5
     Investment Company Act....................................................5
     Junior Subordinated Payment...............................................5
     Lien......................................................................5
     Maturity..................................................................5
     Notice of Default.........................................................5
     Officers' Certificate.....................................................5
     Opinion of Counsel........................................................5
     Original Issue Date.......................................................5
     Original Issue Discount Security..........................................5
     Outstanding...............................................................5



                                       i
<PAGE>

     Paying Agent..............................................................6
     Person....................................................................6
     Place of Payment..........................................................6
     Predecessor Security......................................................7
     Principal Subsidiaries....................................................7
     Redemption Date...........................................................7
     Redemption Price..........................................................7
     Regular Record Date.......................................................7
     Responsible Officer.......................................................7
     Securities or Security....................................................7
     Securities Act............................................................7
     Security Register and Security Registrar..................................7
     Senior Indebtedness.......................................................7
     Significant Subsidiary....................................................8
     Special Record Date.......................................................8
     Stated Maturity...........................................................8
     Subsidiary................................................................8
     Trust Indenture Act.......................................................8
     Trustee...................................................................8
     Vice President............................................................8
   SECTION 102.    Compliance Certificates and Opinions........................8
   SECTION 103.    Form of Documents Delivered to Trustee......................9
   SECTION 104.    Acts of Holders; Record Dates..............................10
   SECTION 105.    Notices, Etc., to Trustee and Company......................12
   SECTION 106.    Notice to Holders; Waiver..................................12
   SECTION 107.    Conflict with Trust Indenture Act..........................13
   SECTION 108.    Effect of Headings and Table of Contents...................13
   SECTION 109.    Successors and Assigns.....................................13
   SECTION 110.    Separability Clause........................................13
   SECTION 111.    Benefits of Indenture......................................13
   SECTION 112.    Governing Law..............................................13
   SECTION 113.    Legal Holidays.............................................13
   SECTION 114.    Computations...............................................14

ARTICLE TWO SECURITY FORMS....................................................14

   SECTION 201.    Forms Generally............................................14
   SECTION 202.    Form of Legend for Global Securities.......................15
   SECTION 203.    Form of Trustee's Certificate of Authentication............15

ARTICLE THREE THE SECURITIES..................................................16

   SECTION 301.    Title; Terms...............................................16
   SECTION 302.    Denominations..............................................18
   SECTION 303.    Execution, Authentication, Delivery and Dating.............18
   SECTION 304.    Temporary Securities.......................................19
   SECTION 305.    Registration, Registration of Transfer and Exchange........20
   SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities...........22


                                       ii
<PAGE>

   SECTION 307.    Payment of Interest; Interest Rights Preserved.............23
   SECTION 308.    Persons Deemed Owners......................................24
   SECTION 309.    Cancellation...............................................24
   SECTION 310.    Computation of Interest....................................25

ARTICLE FOUR SATISFACTION AND DISCHARGE.......................................25

   SECTION 401.    Satisfaction and Discharge of Indenture....................25
   SECTION 402.    Application of Trust Money.................................26

ARTICLE FIVE REMEDIES.........................................................26

   SECTION 501.    Events of Default..........................................26
   SECTION 502.    Acceleration of Maturity; Rescission and Annulment.........27
   SECTION 503.    Collection of Indebtedness and Suits for Enforcement by
                         Trustee..............................................29
   SECTION 504.    Trustee May File Proofs of Claim...........................29
   SECTION 505.    Trustee May Enforce Claims Without Possession of
                         Securities...........................................30
   SECTION 506.    Application of Money Collected.............................30
   SECTION 507.    Limitation on Suits........................................31
   SECTION 508.    Unconditional Right of Holders to Receive Principal,
                         Premium and Interest.................................31
   SECTION 509.    Restoration of Rights and Remedies.........................32
   SECTION 510.    Rights and Remedies Cumulative.............................32
   SECTION 511.    Delay or Omission Not Waiver...............................32
   SECTION 512.    Control by Holders.........................................32
   SECTION 513.    Waiver of Past Defaults....................................33
   SECTION 514.    Undertaking for Costs......................................33
   SECTION 515.    Waiver of Usury, Stay or Extension Laws....................33

ARTICLE SIX THE TRUSTEE.......................................................34

   SECTION 601.    Certain Duties and Responsibilities........................34
   SECTION 602.    Notice of Defaults.........................................34
   SECTION 603.    Certain Rights of Trustee..................................34
   SECTION 604.    Not Responsible for Recitals or Issuance of Securities.....36
   SECTION 605.    May Hold Securities........................................36
   SECTION 606.    Money Held in Trust........................................36
   SECTION 607.    Compensation and Reimbursement.............................36
   SECTION 608.    Disqualification; Conflicting Interests....................37
   SECTION 609.    Corporate Trustee Required; Eligibility....................37
   SECTION 610.    Resignation and Removal; Appointment of Successor..........38
   SECTION 611.    Acceptance of Appointment by Successor.....................39
   SECTION 612.    Merger, Conversion, Consolidation or Succession to
                         Business.............................................40
   SECTION 613.    Preferential Collection of Claims Against Company..........40
   SECTION 614.    Appointment of Authenticating Agent........................40


                                      iii
<PAGE>

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
         COMPANY..............................................................42

   SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders..42
   SECTION 702.    Preservation of Information; Communications to Holders.....42
   SECTION 703.    Reports by Trustee.........................................43
   SECTION 704.    Reports by Company.........................................43

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE,
         TRANSFER OR LEASE....................................................44

   SECTION 801.    Company May Consolidate, Etc., Only on Certain Terms.......44
   SECTION 802.    Successor Corporation Substituted..........................45

ARTICLE NINE SUPPLEMENTAL INDENTURES..........................................45

   SECTION 901.    Supplemental Indentures Without Consent of Holders.........45
   SECTION 902.    Supplemental Indentures With Consent of Holders............46
   SECTION 903.    Execution of Supplemental Indentures.......................47
   SECTION 904.    Effect of Supplemental Indentures..........................48
   SECTION 905.    Conformity with Trust Indenture Act........................48
   SECTION 906.    Reference in Securities to Supplemental Indentures.........48

ARTICLE TEN COVENANTS.........................................................48

   SECTION 1001.   Payment of Principal, Premium and Interest.................48
   SECTION 1002.   Maintenance of Office or Agency............................48
   SECTION 1003.   Money for Securities Payments to Be Held in Trust..........49
   SECTION 1004.   Statement by Officers as to Default........................50
   SECTION 1005.   Existence..................................................50
   SECTION 1006.   Maintenance of Properties..................................51
   SECTION 1007.   Payment of Taxes...........................................51
   SECTION 1008.   Limitation on Liens on Stock of Principal Subsidiaries.....51
   SECTION 1009.   Waiver of Certain Covenants................................52

ARTICLE ELEVEN REDEMPTION OF SECURITIES.......................................53

   SECTION 1101.   Company's Right of Redemption..............................53
   SECTION 1102.   Applicability of Article...................................53
   SECTION 1103.   Election to Redeem; Notice to Trustee......................53
   SECTION 1104.   Selection by Trustee of Securities to Be Redeemed..........53
   SECTION 1105.   Notice of Redemption.......................................54
   SECTION 1106.   Deposit of Redemption Price................................55
   SECTION 1107.   Securities Payable on Redemption Date......................55
   SECTION 1108.   Securities Redeemed in Part................................55

ARTICLE TWELVE SUBORDINATION OF SECURITIES....................................56

   SECTION 1201.   Securities Subordinate to Senior Indebtedness..............56


                                       iv
<PAGE>

   SECTION 1202.   Payment Over Proceeds Upon Dissolution, Etc................56
   SECTION 1203.   Prior Payment to Senior Indebtedness Upon Acceleration of
                         Securities...........................................57
   SECTION 1204.   No Payment When Senior Indebtedness in Default.............58
   SECTION 1205.   Payment Permitted If No Default............................58
   SECTION 1206.   Subrogation to Rights of Holders of Senior Indebtedness....59
   SECTION 1207.   Provisions Solely to Define Relative Rights................59
   SECTION 1208.   Trustee to Effectuate Subordination........................60
   SECTION 1209.   No Waiver of Subordination Provisions......................60
   SECTION 1210.   Notice to Trustee..........................................60
   SECTION 1211.   Reliance on Judicial Order of Certificate of Liquidating
                         Agent................................................60
   SECTION 1212.   Trustee Not Fiduciary For Holders of Senior Indebtedness...61
   SECTION 1213.   Rights of Trustee as Holder of Senior Indebtedness;
                         Preservation of Trustee's Rights.....................61
   SECTION 1214.   Article Applicable to Paying Agents........................61
   SECTION 1215.   Certain Conversions or Exchanges Deemed Payment............61

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE...........................62

   SECTION 1301.   Company's Option to Effect Defeasance or Covenant
                         Defeasance...........................................62
   SECTION 1302.   Defeasance and Discharge...................................62
   SECTION 1303.   Covenant Defeasance........................................62
   SECTION 1304.   Conditions to Defeasance or Covenant Defeasance............63
   SECTION 1305.   Deposited Money and U.S. Government Obligations to Be Held
                         in Trust; Miscellaneous Provisions...................64
   SECTION 1306.   Reinstatement..............................................65


                                       v
<PAGE>

                   CERTAIN SECTIONS OF THIS INDENTURE RELATING
                          TO SECTIONS 310 THROUGH 318,
                  INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939:

TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
SECTION 310(a)(1).......................................................609, 610
(a)(2).......................................................................609
(a)(3)............................................................NOT APPLICABLE
(a)(4)............................................................NOT APPLICABLE
(a)(5).......................................................................609
(b).....................................................................608, 610
SECTION 311(a)...............................................................613
(b)..........................................................................613
SECTION 312(a)..........................................................701, 702
(b)..........................................................................702
(c)..........................................................................702
SECTION 313(a)...............................................................703
(b)..........................................................................703
(c)..........................................................................703
(d)..........................................................................703
SECTION 314(a)...............................................................704
(a)(4).................................................................101, 1004
(b)...............................................................NOT APPLICABLE
(c)(1).......................................................................102
(c)(2).......................................................................102
(c)(3)............................................................NOT APPLICABLE
(d)...............................................................NOT APPLICABLE
(e)..........................................................................102
SECTION 315(a)...............................................................601
(b)..........................................................................602
(c)..........................................................................601
(d)..........................................................................601
(e)..........................................................................514
SECTION 316(a)...............................................................101
(a)(1)(a)...............................................................502, 512
(a)(1)(b)....................................................................513
(a)(2)............................................................NOT APPLICABLE
(b)..........................................................................508
(c)..........................................................................104
SECTION 317(a)(1)............................................................503
(a)(2).......................................................................504
(b).........................................................................1003
SECTION 318(a)...............................................................107



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


                                       vi
<PAGE>


     SUBORDINATED INDENTURE, dated as of December 20, 2002, between The Phoenix
Companies, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
One American Row, Hartford, Connecticut, and SunTrust Bank, a banking
corporation with trust powers, duly organized and existing under the laws of the
State of Georgia, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debt securities in one or more series (the "Securities") of
substantially the tenor hereinafter provided, and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; and

     all things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company, and to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      Definitions.


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

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

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

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



<PAGE>

provided, that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Company;

     (4) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this
Indenture; and

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

     "Act" when used with respect to any Holder, has the meaning specified in
Section 104.

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

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities.

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

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

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York,
Hartford, Connecticut, the Corporate Trust Office or any Place of Payment are
authorized or obligated by law or executive order to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under 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
performing such duties at such time.

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




                                       2
<PAGE>

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by (i) its Chairman of the Board of
Directors, Chief Executive Officer, President or any Vice President, and (ii)
its Treasurer, any Associate Treasurer, any Assistant Treasurer, its Controller,
its Secretary or any Assistant Secretary, and delivered to the Trustee or, with
respect to Sections 303, 304, 305 and 603, any other employee of the Company
named in an Officers' Certificate delivered to the Trustee.

     "Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed), and (ii) all segregated goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all set forth
on the most recent balance sheet of the Company and its consolidated
Subsidiaries and prepared in accordance with generally accepted accounting
principles.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered.

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

     "Covenant Defeasance" has the meaning specified in Section 1303.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Defeasance" has the meaning specified in Section 1302.

     "Depositary" means the clearing agency registered under the Exchange Act
that is designated by the Company in Section 301 to act as depositary for any
series of Securities with respect to such series (or any successor to such
clearing agency).

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

     "Event of Default," has the meaning specified in Section 501.

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.

     "Foreign Currency" means any currency issued by the government of one or
more countries other than the United States of America or by any recognized
confederation or association of such governments.



                                       3
<PAGE>

     "Global Security" means a Security that evidences all or part of a series
of Securities issued to the Depositary or its nominee for such series, and
registered in the name of such Depositary or its nominee and bearing the legend
set forth in Section 202.

     "Government Obligations" means, with respect to the Securities of any
series, securities which are (i) direct obligations of the United States of
America or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed by the United States of America and which,
in either case, are full faith and credit obligations of the United States of
America and 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) as custodian with respect to any such
Government 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 the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.

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

     "Indebtedness" of any person means the principal of and premium, if any,
and interest due on indebtedness of such Person, whether outstanding on the date
of this Indenture or thereafter created, incurred or assumed, whether recourse
is to all or a portion of the assets of such Person and whether or not
contingent which is (a) indebtedness for money borrowed, and (b) any amendments,
renewals, extensions, modifications and refundings of any such indebtedness. For
the purposes of this definition, "indebtedness for money borrowed" means (i) any
obligation of, or any obligation guaranteed by, such Person for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, (ii) any obligation of, or any such obligation guaranteed
by, such Person evidenced by bonds, debentures, notes or similar written
instruments, including obligations assumed or incurred in connection with the
acquisition of property, assets or businesses (provided, however, that the
deferred purchase price of any property, assets or business shall not be
considered Indebtedness if the purchase price thereof is payable in full within
90 days from the date on which such indebtedness was created), and (iii) any
obligations of such Person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles
and leases of property or assets made as part of any sale and lease-back
transaction to which such Person is a party.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of each particular series of Securities established as
contemplated by Section 301, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the



                                       4
<PAGE>

Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.

     "Interest Payment Date" means as to each series of Securities the Stated
Maturity of an installment of interest on such Securities.

     "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being the rate of interest payable on such
Security.

     "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

     "Junior Subordinated Payment" has the meaning specified in Section 1302.

     "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

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

     "Notice of Default" means a written notice of the kind specified in Section
501(3).

     "Officers' Certificate" means a certificate signed by (i) the Chairman of
the Board of Directors, Chief Executive Officer, President or any Vice
President, and (ii) the Treasurer, any Associate Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary, of the
Company, and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.

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

     "Original Issue Date" means the date of issuance specified as such in each
Security.

     "Original Issue Discount Security" means any security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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



                                       5
<PAGE>

     (2)    Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and

     (3)    Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, and (C) Securities beneficially owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver
or other action, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     "Paying Agent" means the Trustee or any other Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on
behalf of the Company.

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

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of and any premium and interest on the
Securities of such series are payable as specified as contemplated by Section
301.



                                       6
<PAGE>

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Principal Subsidiaries" means Phoenix Life Insurance Company and Phoenix
Investment Partners, Inc., or any Subsidiary succeeding to any substantial part
of the business now conducted by either of those corporations.

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of a series means, unless otherwise provided pursuant to
Section 301 with respect to Securities of a series, the date which is fifteen
days next preceding such Interest Payment Date (whether or not a Business Day).

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee located at the Corporate Trust Office and assigned by the
Trustee from time to time to administer its corporate trust matters.

     "Securities" or "Security" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

     "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Indebtedness" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Indebtedness, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Indebtedness which is pari passu with, or subordinated to, the Securities;
provided, however, that Senior Indebtedness shall not be deemed to include (a)
any Indebtedness of the Company which when incurred and without respect to any
election under Section 1111(b) of the Bankruptcy Reform Act of 1978, was without
recourse to the Company, (b) any Indebtedness of the Company to any of its
Subsidiaries, (c) Indebtedness to any employee of the Company or any employee of
a Subsidiary of the Company, (d) any liability for




                                       7
<PAGE>

taxes, (e) Indebtedness or other monetary obligations to trade creditors created
or assumed by the Company or any of its Subsidiaries in the ordinary course of
business in connection with the obtaining of goods, materials or services and
(f) the Securities.

     "Significant Subsidiary" means any "significant subsidiary" as defined in
Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

     "Stated Maturity" when used with respect to any Security or any installment
of principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, in the case of such
principal or installment of principal, as such date may be extended or shortened
as provided pursuant to the terms of such Security.

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

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

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

     "Vice President" when used with respect to the Company or the Trustee,
means any officer with a title of "Vice President", "Senior Vice President" or
"Executive Vice President".

SECTION 102.      Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given



                                       8
<PAGE>

by an officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

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

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

     (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 each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

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

SECTION 103.      Form of Documents Delivered to Trustee.

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

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

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



                                       9
<PAGE>

SECTION 104.      Acts of Holders; Record Dates.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive and may be relied upon by the
Trustee, the Company, and any agent of the Trustee or the Company, if made in
the manner provided in this Section.

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

     (c) The fact and date of the execution by any Person of any such instrument
or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient and in accordance
with such reasonable rules as the Trustee may determine.

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

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of, transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security. Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

     (f) The Company may, but shall not be obligated to, in the circumstances
permitted by the Trust Indenture Act, set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to give,
make or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities,


                                       10
<PAGE>

provided that the Company may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to
in Section 502, (iii) any request to institute proceedings referred to in
Section 507(2) or (iv) any direction referred to in Section 512. If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities on
such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 106.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party



                                       11
<PAGE>

hereto which set such record date shall be deemed to have initially designated
the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105.      Notices, Etc., to Trustee and Company.

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

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

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

     Neither the Company nor the Trustee shall be deemed to have received any
such request, demand, authorization, direction, notice, consent, waiver or Act
of Holders unless given, furnished or filed as provided in this Section 105.

SECTION 106.      Notice to Holders; Waiver.

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



                                       12
<PAGE>

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

SECTION 107.      Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108.      Effect of Headings and Table of Contents.

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

SECTION 109.      Successors and Assigns.

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

SECTION 110.      Separability Clause.

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

SECTION 111.      Benefits of Indenture.

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

SECTION 112.      Governing Law.

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

SECTION 113.      Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Maturity or
Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section))



                                       13
<PAGE>

payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Maturity or Stated Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Maturity or
Stated Maturity, as the case may be, if such payment is made or duly provided
for on the next succeeding Business Day.

SECTION 114.      Computations.

     Unless otherwise specifically provided, the certificate or opinion of any
independent firm of public accountants of recognized standing selected by the
Board of Directors shall be conclusive evidence of the correctness of any
computation made under the provisions of this Indenture. The Company shall
furnish to the Trustee upon its request a copy of any such certificate or
opinion.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      Forms Generally.

     The Securities of each series shall be substantially in the form attached
as Exhibit A, or in such other form or forms as shall be established by or
pursuant to a Board Resolution in one or more indentures supplemental hereto, in
each case with such appropriate provisions as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 with respect to the authentication and delivery of such Securities.

     The Trustee's certificate of authentication shall be substantially in the
form set forth in this Article.

     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

     The Securities will initially be issued as a Global Security. Such Global
Security shall represent such of the Outstanding Securities as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of Outstanding Securities from




                                       14
<PAGE>

time to time endorsed thereon and that the aggregate amounts of Outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate. The Global Security evidencing the Securities (and all Securities
issued in exchange therefore) shall bear the legend indicated in Section 202.

SECTION 202.      Form of Legend for Global Securities.

     Every Global Security authenticated and delivered hereunder shall, in
addition to the provisions contained in Exhibit A, bear a legend in
substantially the following form:

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

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 203.      Form of Trustee's Certificate of Authentication.

     The Trustee's certificates of authentication shall be in substantially the
following form:

                          Certificate of Authentication

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

Dated:
                                                  ------------------------
                                                  as Trustee

                                                  By:
                                                      --------------------
                                                      Authorized Signatory



                                       15
<PAGE>

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      Title; Terms.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

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

     (b) the limit, if any, upon the aggregate principal amount of the
securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of, other Securities series
pursuant to Section 304, 305, 306, 906 or 1108; provided, however, that the
unauthorized aggregate principal amount of such series may be increased above
such amount by a Board Resolution to such effect;

     (c) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

     (d) the rate or rates, if any, at which the Securities of such series shall
bear interest or the method of determining such rate or rates, the Interest
Payment Dates on which such interest shall be payable, the right, if any, of the
Company to defer or extend an Interest Payment Date, the Regular Record Date for
the interest payable on any Interest Payment Date and the dates from which
interest shall accrue and the method of determining these dates;

     (e) the place or places where the principal of (and premium, if any) and
interest on the Securities of such series shall be payable, the place or places
where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

     (f) the period or periods within or the date or dates on which, if any, the
price or prices at which and the terms and conditions upon which the Securities
of such series may be redeemed or prepaid, in whole or in part, at the option of
the Company;

     (g) the obligation or the right, if any, of the Company to redeem, repay or
purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or



                                       16
<PAGE>

units) in which and the other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;

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

     (i) if other than Dollars, the currency or currencies (including currency
unit or units) in which the principal of (and premium, if any) and interest, if
any, on the Securities of the series shall be payable, or in which the
Securities of the series shall be denominated;

     (j) the additions, modifications or deletions, if any, in the Events of
Default or covenants of the Company set forth herein with respect to the
Securities of such series;

     (k) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

     (l) the additions or changes, if any, to this Indenture with respect to the
Securities of such series as shall be necessary to permit or facilitate the
issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

     (m) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

     (n) the issuance of a temporary Global Security representing all of the
Securities of such series and the terms upon which such temporary Global
Security may be exchanged for definitive Securities of such series;

     (o) whether the Securities of the series shall be issued in whole or in
part in the form of one or more Global Securities and, in such case, the
identity of the Depositary for such Global Securities;

     (p) the appointment of any Paying Agent or Agents for the Securities of
such series;

     (q) the terms and conditions of any right or obligation on the part of the
Company, or any option on the part of the Holders, to convert or exchange
Securities of such series into cash or any other securities or property of the
Company, and the additions or changes, if any, to this Indenture with respect to
the Securities of such series to permit or facilitate such conversion or
exchange; and

     (r) the relative degree, if any, to which the Securities of the series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not; and



                                       17
<PAGE>

     (s) whether and under what circumstances any or all of the provisions of
this Indenture relating to the subordination of the Securities (including the
provisions of Article Twelve), or different subordination provisions, including
a different definition of "Senior Indebtedness" will apply or cease to apply to
Securities of the series.

     (t) any other terms of the Securities of such series (which terms shall not
be inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in any
such indenture supplemental hereto.

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

SECTION 302.      Denominations.

     The Securities of each series shall be in registered form without coupons
and shall be issuable in denominations of $1,000 and any integral multiples
thereof, unless otherwise specified as contemplated by Section 301.

SECTION 303.      Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board of Directors, Chief Executive Officer, President or any Vice
President, under its corporate seal reproduced or impressed thereon and attested
by its Treasurer, any Associate Treasurer, any Assistant Treasurer, its
Secretary or any Assistant Secretary. The signature of any of these officers on
the Securities may be manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.

     Notwithstanding the provisions of the preceding paragraph, if all
Securities are not to be originally issued at one time, it shall not be
necessary to deliver the Company Order otherwise required pursuant to such
preceding paragraph at or prior to the



                                       18
<PAGE>

authentication of each Security if such Company Order is delivered at or prior
to the authentication upon original issuance of the first Security to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

     Minor typographical and other minor errors in the text of any Security
shall not affect the validity and enforceability of such Security if it has been
duly authenticated and delivered by the Trustee.

     The Company shall execute and the Trustee shall authenticate and deliver
one or more Global Securities that (i) shall represent an aggregate amount equal
to the aggregate principal amount of the initially issued Securities, (ii) shall
be registered in the name of the Depositary or the nominee of the Depositary,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially in the form
required in Section 202.

     The Depositary must, at all times while it serves as such Depositary, be a
clearing agency registered under the Exchange Act, and any other applicable
statute or regulation.

SECTION 304.      Temporary Securities.

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

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities shall
be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company in a Place of Payment without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of




                                       19
<PAGE>

definitive Securities of the same series of authorized denominations and having
the same Original Issue Date and Stated Maturity and having the same terms as
such temporary Securities. Until so exchanged, the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

SECTION 305.      Registration, Registration of Transfer and Exchange.

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

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

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby,
a Global Security representing all or a portion of the Securities may not be
transferred except as a whole by the Depositary to a nominee of such Depositary,
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary, or by such Depositary or any such nominee to a successor Depositary
or nominee of such successor Depositary.

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

     If at any time the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary or if at any time the Depositary shall cease to
be a clearing agency registered under the Exchange Act as provided in Section
303, the Company shall appoint a successor Depositary. If a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities, will authenticate and make available for delivery,
individual Securities in an aggregate principal amount equal



                                       20
<PAGE>

to the principal amount of the Global Security or Securities representing the
Securities in exchange for such Global Security or Securities.

     The Company may at any time and in its sole discretion determine that
individual Securities issued in the form of one or more Global Securities shall
no longer be represented by such Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities, will authenticate and
make available for delivery, individual Securities in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing the Securities in exchange for such Global Security or Securities.

     The Depositary may surrender a Global Security in exchange in whole or in
part for individual Securities on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, without service charge:

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

          (ii) to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of individual Securities
     delivered to Holders thereof.

     Upon the exchange of a Global Security for individual Securities in an
aggregate principal amount equal to the principal amount of such Global
Security, such Global Security shall be canceled by the Trustee. Individual
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall make available for delivery such individual Securities to the Persons in
whose names such Securities are so registered.

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

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



                                       21
<PAGE>

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1108 not
involving any transfer.

     Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section: (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 Business Days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption of Securities pursuant to Article Eleven
and ending at the close of business on the day of such mailing of notice of
redemption; or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except, in the case of any Security
to be redeemed in part, any portion thereof that is not redeemed.

SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series, of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such mutilated
Security, and bearing a number not contemporaneously outstanding.

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

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

     Upon the issuance of any new Security under this Section, 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.

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the



                                       22
<PAGE>

Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities duly
issued hereunder.

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

SECTION 307.      Payment of Interest; Interest Rights Preserved.

     Interest on any Security of any series which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
in respect of Securities of such series. The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 301 with respect to the related
series of Securities.

     Any interest on any Security which is payable, but is not timely paid or
duly provided for, on any Interest Payment Date for Securities of such 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 may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Security Register not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such



                                       23
<PAGE>

Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

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

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

SECTION 308.      Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309.      Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order. Acquisition by the Company of any Security shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Security unless and until the same is delivered to the Trustee for
cancellation.




                                       24
<PAGE>

SECTION 310.      Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of Indenture.

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

     (1) either

          (A)           all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 306 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 1003) have
     been delivered to the Trustee for cancellation; or

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

               (i)      have become due and payable, or

               (ii)     will become due and payable at their Stated Maturity
          within one year of the date of deposit, or

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds: (A) money in an amount;
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount; or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee of such series, to pay
and



                                       25
<PAGE>

discharge, and which shall be applied by the Trustee, to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest to the date
of such deposit (in the case of Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.      Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401, shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      Events of Default.

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

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

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

     (3) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
the



                                       26
<PAGE>

performance of which or the breach of which is specifically dealt with elsewhere
in this Section), and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

     (4) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Principal Subsidiary
or any other Significant Subsidiary in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company or any Principal
Subsidiary or any Significant Subsidiary as bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Principal Subsidiary or any
Significant Subsidiary under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Principal Subsidiary or any Significant
Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or

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

     (6) any other Event of Default specified with respect to Securities of that
series as contemplated in Section 301.

SECTION 502.      Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
501(4) or 501(5)) with respect to Securities of any series at the time
Outstanding occurs and is



                                       27
<PAGE>

continuing, then in every such case the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of that series
may declare the principal amount (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable,
provided that the payment of principal and interest on such Securities shall
remain subordinated to the extent provided in Article XIII. If an Event of
Default specified in Section 501(4) or 501(5) with respect to Securities at the
time Outstanding occurs, the principal amount on all the Securities shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

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

          (A)           all overdue interest on all Securities of that series,

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

          (C)           to the extent that payment of such interest is lawful,
     interest upon overdue installments of interest at the rate or rates borne
     by such Securities, and

          (D)           all sums paid or advanced by the Trustee hereunder and
     the reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel; and

     (2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal (or a specified portion of the principal)
of and interest on Securities of that series which has become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

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



                                       28
<PAGE>

SECTION 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

     The Company covenants that if:

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

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

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

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

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

SECTION 504.      Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors:

     (a) the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to take any and all actions authorized under the Trust Indenture
     Act in order to have claims of the Holders and the Trustee allowed in any
     such proceeding, and



                                       29
<PAGE>

          (ii) in particular, the Trustee shall be authorized to collect and
     receive any moneys or other property payable or deliverable on any such
     claims and to distribute the same in accordance with Section 506; and

     (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee for distribution in accordance
with Section 506, and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 506.      Application of Money Collected.

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

     FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 607;

     SECOND: To the payment of the amounts then due and unpaid upon such series
of Securities 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 series of Securities for principal (and premium, if any) and
interest, respectively; and



                                       30
<PAGE>

     THIRD: To the payment of the remainder, if any, to the Company, its
successors or assigns or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.

SECTION 507.      Limitation on Suits.

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

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

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

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

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

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

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

SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.



                                       31
<PAGE>

SECTION 509.      Restoration of Rights and Remedies.

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

SECTION 510.      Rights and Remedies Cumulative.

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

SECTION 511.      Delay or Omission Not Waiver.

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

SECTION 512.      Control by Holders.

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

     (1) such direction shall not be in conflict with any rule of law or with
this Indenture, involve the Trustee in personal liability or be unduly
prejudicial to the Holders of the Securities not joining in the action; and

     (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.



                                       32
<PAGE>

SECTION 513.      Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past default hereunder with respect to
such series and its consequences, except a default:

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

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

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

SECTION 514.      Undertaking for Costs.

     All parties to this Indenture agree, and each holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and that court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any such party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided, that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company or by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the respective Stated Maturities
expressed in such Security.

SECTION 515.      Waiver of Usury, Stay or Extension Laws.

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



                                       33
<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.

     The duties, responsibilities, protections, privileges, and immunities of
the Trustee shall be as provided by the Trust Indenture Act, particularly
Sections 315 and 316 thereof, unless expressly excluded as provided in this
Article Six. Notwithstanding the foregoing, 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.

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

SECTION 602.      Notice of Defaults.

     If a default occurs hereunder with respect to the Securities, the Trustee
within 90 days of such default shall give the Holders of Securities notice of
such default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(3) with respect to such Securities, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof; and provided, further, that
the Trustee may withhold notice to the Holders, of any default with respect to
the Securities (except any default of the character specified in Section 501(1)
and (2)), if specified officers of the Trustee consider that withholding of the
notice is in the interest of the Holders of such Securities. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to the
Securities.

SECTION 603.      Certain Rights of Trustee.

     Subject to the provisions of Section 601:

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

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



                                       34
<PAGE>

     (3) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate and may at its discretion secure such further evidence
deemed necessary or advisable, but shall in no case be bound to secure the same;

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

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

     (6) 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;

     (7) the Trustee's immunities and protections from liability and its rights
to compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents and employees and its services as Paying Agent, Securities Registrar or
any other role assumed by the Trustee hereunder or to which it has been
appointed with respect to the Securities issued hereunder. Such immunities and
protections and right to indemnification, together with the Trustee's right to
compensation, shall survive the Trustee's resignation or removal and final
payment of the Securities;

     (8) the Trustee is not required to give any bond or surety with respect to
the performance of its duties or the exercise of its powers under this
Indenture;

     (9) the Trustee shall not be deemed to have knowledge of any Default or
Event of Default hereunder except (i) during any period it is serving as Paying
Agent for the Securities, any Event of Default pursuant to Section 501(1) or
(2), or (ii) any Default or Event of Default of which a Responsible Officer
shall have received written notification or obtained "actual knowledge." The
term "actual knowledge" as used herein shall mean the actual fact or statement
of knowing by a Responsible Officer without independent investigation with
respect thereto;



                                       35
<PAGE>

     (10) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture (other than the payment of debt service
on the Securities from moneys furnished to it pursuant hereto), whether at the
request of the Holders or any other Person, pursuant to this Indenture or
otherwise, unless it shall have been offered reasonable indemnity or security
against the fees, advances, costs, expenses and liabilities which might be
incurred by it in connection with the exercise of any such rights or powers; and

     (11) notwithstanding anything else herein contained, (i) the Trustee shall
not be liable for any error of judgment made in good faith by an officer of the
Trustee unless it shall be proved that the Trustee was grossly negligent in
ascertaining the pertinent facts and (ii) 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 believes the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

SECTION 604.      Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 605.      May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606.      Money Held in Trust.

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

SECTION 607.      Compensation and Reimbursement.

     The Company agrees:



                                       36
<PAGE>

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

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

     (3) to indemnify, defend and to hold the Trustee and its officers,
directors, employees, attorneys and agents harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on its
part or on the part of its agents or attorneys, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the reasonable costs and expenses of defending itself against any
claim or liability in connection therewith or with the exercise or performance
of any of its powers or duties hereunder.

SECTION 608.      Disqualification; Conflicting Interests.

     If the Trustee has 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.

SECTION 609.      Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall (i) be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, (ii) be authorized under
such laws to exercise corporate trust powers, (iii) have a combined capital and
surplus of at least $50,000,000 (or, in the case of the initial Trustee
hereunder, have a combined capital and surplus meeting the requirements of the
Trust Indenture Act and be a wholly owned subsidiary of a Person that would
otherwise meet the eligibility requirements of this Section), and (iv) be
subject to supervision or examination by Federal or State authority. If such
corporation files reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so filed. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Six. The Trustee shall comply with Section 310(b) of the Trust Indenture
Act. Neither the Company nor any Person directly or indirectly controlling,
controlled by or under common control with the Company shall serve as Trustee
for the Securities of any series issued hereunder.



                                       37
<PAGE>

SECTION 610.      Resignation and Removal; Appointment of Successor.

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     The Trustee may resign as trustee at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     The Trustee may be removed as trustee hereunder at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

     If at any time:

     (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months; or

     (2) the Trustee shall cease to be eligible under Section 609 and shall fail
to resign after written request therefor by the Company or by any such Holder;
or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee, or (B) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee or Trustees.

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series and shall comply with the applicable requirements of
Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the



                                       38
<PAGE>

applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security for at least six months
may, subject to Section 514, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

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

SECTION 611.      Acceptance of Appointment by Successor.

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

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be



                                       39
<PAGE>

trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts, and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

SECTION 612.      Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 613.      Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or 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 the collection of claims against
the Company (or any such other obligor).

SECTION 614.      Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and



                                       40
<PAGE>

Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State, Territory or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent files reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so filed.

     If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.

     No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.



                                       41
<PAGE>

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed by the Company for such payments, subject to
the provisions of Section 607.

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

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

                                           -----------------------------------
                                           as Trustee


                                           By:
                                               -------------------------------
                                               As Authenticating Agent


                                           By:
                                               -------------------------------
                                               Authorized Signatory


                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.      Company to Furnish Trustee Names and Addresses of Holders.

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

     (1) semi-annually, not more than 10 days after each Regular Record Date, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities as of such Regular Record Date; and

     (2) 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 10 days prior to the time such list
is furnished; provided, that no such list need be provided in any case to the
extent it would include names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.      Preservation of Information; Communications to Holders.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.



                                       42
<PAGE>

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

SECTION 703.      Reports by Trustee.

     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.

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

SECTION 704.      Reports by Company.

     The Company shall:

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

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

     (3) transmit by mail, to all Holders, as their names and addresses appear
in the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to Clauses (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.



                                       43
<PAGE>

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      Company May Consolidate, Etc., Only on Certain Terms.

     (a) Subject to Section 801(c), the Company shall not consolidate with or
merge with or into any other Person or convey, transfer or lease its assets
substantially as an entirety to any Person, and the Company shall not permit any
Person to consolidate with or merge with or into the Company, unless:

     (1) the Company is the surviving corporation in a merger or consolidation;
or

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

     (3) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

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

     (b) Subject to Section 801(c), any indebtedness which becomes an obligation
of the Company or any Subsidiary as a result of any such transaction shall be
treated as having been incurred by the Company or such Subsidiary at the time of
such transaction.

     (c) The provisions of Section 801(a) and (b) shall not be applicable to:

     (1) the direct or indirect conveyance, transfer or lease of all or any
portion of the stock, assets or liabilities of any of the Company's wholly owned
Subsidiaries to the Company or to other wholly owned Subsidiaries of the
Company; or

     (2) any recapitalization transaction, a change of control of the Company or
a highly leveraged transaction unless such transaction or change of control is
structured to



                                       44
<PAGE>

include a merger or consolidation by the Company or the conveyance, transfer or
lease of the Company's assets substantially as an entirety.

SECTION 802.      Successor Corporation Substituted.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of any lease,
the Company shall be relieved of all obligations and covenants under this
Indenture and the Securities and may be dissolved and liquidated.

     In case of any such consolidation, merger, conveyance, transfer or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.

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

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

     (2) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee or to surrender any right or power herein conferred upon the
Company; or

     (3) to provide for the issuance under this Indenture of Securities in
bearer form (including securities registrable as to principal only) and to
provide for exchangeability of such Securities for Securities issued hereunder
in fully registered form, and to make all appropriate changes for such purpose;
or

     (4) to establish the form or terms of Securities of any series as permitted
by Sections 201 or 301; or

     (5) to add to the covenants of the Company for the benefit of the Holders
of all Securities or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included



                                       45
<PAGE>

solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company; or

     (6) to add any additional Events of Default; or

     (7) to secure the Securities; or

     (8) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any 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 Section 611(b); or

     (9) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture as the Company and the Trustee may deem necessary and desirable,
provided that such action pursuant to this Clause (9) shall not adversely affect
the interests of the Holders of Securities of any series in any material
respect; or

     (10) to conform any provision hereof to the requirements of the Trust
Indenture Act or otherwise as necessary to comply with applicable law; or

     (11) to modify the provisions in Article Twelve of this Indenture with
respect to the subordination of Outstanding Securities of any series in a manner
not materially adverse to the Holders thereof; or

     (12) to make any change that does not adversely affect the rights of any
Holder in any material respect.

SECTION 902.      Supplemental Indentures With Consent of Holders.

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

     (1) change the Stated Maturity of the principal of, or any installment of
interest payable on, any Outstanding Security, or reduce the principal amount of
or the rate of interest thereon or any premium payable upon the redemption
thereof, or reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon redemption or would be provable in
bankruptcy, or adversely affect any right of repayment of the Holder of any
Security or change the Place of Payment or the coin or



                                       46
<PAGE>

currency in which, any Outstanding Security or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date); or

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

     (3) modify any of the provisions of this Section, Section 513 or Section
1009, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this Section and Section 1009, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 901(5).

     (4) modify the provisions of Article Twelve of this Indenture with respect
to the subordination of Outstanding Securities in a manner materially adverse to
the Holders thereof.

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

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

SECTION 903.      Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties, protections, privileges, indemnities,
liabilities or immunities under this Indenture or otherwise.



                                       47
<PAGE>

SECTION 904.      Effect of Supplemental Indentures.

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

SECTION 905.      Conformity with Trust Indenture Act.

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

SECTION 906.      Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.

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

     Unless otherwise specified as contemplated by Section 301, the Company
shall pay interest on overdue amounts at the rate set forth in the first
paragraph of the Securities, and it shall pay interest on overdue interest at
the same rate (to the extent that the payment of such interest shall be legally
enforceable), which interest on overdue interest shall accrue from the date such
amounts became overdue.

SECTION 1002.     Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, The City of New York
and each other Place of Payment for any series, an office or agency where
Securities of that series may be presented or surrendered for payment, and an
office or agency where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate



                                       48
<PAGE>

Trust Office, as its agent for said purposes. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes 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 obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

SECTION 1003.     Money for Securities Payments to Be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents, it will, prior
to each due date of the principal of or interest on any Securities, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held as provided by the Trust Indenture
Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (1) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent, (2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities) in the making of any payment
of principal (and premium, if any) or interest, and (3) at any time during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such



                                       49
<PAGE>

Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by the Company or any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

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

SECTION 1004.     Statement by Officers as to Default.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding calendar year, stating whether or not, to the
best knowledge of the signers thereof, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

SECTION 1005.     Existence.

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



                                       50
<PAGE>

SECTION 1006.     Maintenance of Properties.

     The Company will cause all material properties of the Company used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the Company and each of the
Subsidiaries may properly and advantageously conduct their respective businesses
at all times; provided, however, that nothing in this Section shall prevent the
Company from selling, abandoning or otherwise disposing of, or discontinuing the
operation or maintenance of, any of such properties if such action is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary.

SECTION 1007.     Payment of Taxes.

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

SECTION 1008.     Limitation on Liens on Stock of Principal Subsidiaries.

     (a) The Company will not, and it will not permit any Subsidiary of the
Company to, at any time directly or indirectly create, assume, incur or permit
to exist any Indebtedness secured by a Lien on any voting securities of
Principal Subsidiaries, or the voting securities of a Subsidiary that owns,
directly or indirectly, the voting securities of any of the Principal
Subsidiaries (whether such voting securities are now owned or hereafter
acquired) without making effective provision whereby the Securities of each
series then Outstanding (and, if the Company so elects, any other Indebtedness
of the Company that is not subordinate to the Securities and with respect to
which the governing instruments require, or pursuant to which the Company is
otherwise obligated or required, to provide such security), other than series
which by their terms are not entitled to the benefits of this Section, shall be
equally and ratably secured with, or prior to, such secured Indebtedness; it
being understood that in such event the Company may also secure any other such
Indebtedness of the Company or such Principal Subsidiary entitled thereto,
subject to any applicable priority of payment. For purposes of this Section 1008
only, "Indebtedness", in addition to those items specified in Section 101
hereof, shall include any obligation of, or any such obligation guaranteed by,
any Person for the payment of amounts due under a swap agreement or other
similar instrument or agreement or foreign currency hedge exchange or similar
instrument or agreement.



                                       51
<PAGE>

     (b) If the Company shall hereafter be required to secure the Securities
equally and ratably with any other Indebtedness pursuant to this Section, (i)
the Company will promptly deliver to the Trustee an Officers' Certificate
stating that the foregoing covenant has been complied with, and an Opinion of
Counsel stating that in the opinion of such counsel the foregoing covenant has
been complied with and that any instruments executed by the Company or any
Subsidiary of the Company in the performance of the foregoing covenant comply
with the requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce the
rights of the holders of the Securities so secured.

     (c) The provisions of paragraph (a) of this Section shall not, however,
apply to any Indebtedness secured by any one or more of the following:

             (1)    Liens on voting securities existing at the time of the
direct or indirect acquisition of such securities by the Company or a
Subsidiary;

             (2)    Liens securing Indebtedness of a Subsidiary owing to the
Company or to a wholly-owned Subsidiary; and

             (3)    any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Liens referred
to in the foregoing clauses (1) and (2), inclusive; provided, however, that the
principal amount of such Indebtedness secured thereby shall not exceed the
principal amount of such Indebtedness so secured at the time of such extension,
renewal or replacement.

     (d) Notwithstanding the foregoing provisions of this Section 1008, the
Company and any one more Subsidiaries may without securing any of the Securities
issue, assume or guarantee Indebtedness secured by any Lien which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other Indebtedness of the Company and its Subsidiaries issued,
assumed or guaranteed under the provisions of this subsection (d) (not including
Indebtedness permitted to be secured under Section 1008(c)) does not exceed 10%
of Consolidated Net Tangible Assets, as calculated by reference to the balance
sheet contained in the Company's most recent quarterly financial statements.

SECTION 1009.     Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision, covenant or condition set forth in any covenant provided pursuant to
Section 901(5) for the benefit of the Holders or in any of Sections 1006 to
1008, inclusive, with respect to the Securities of any series if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the



                                       52
<PAGE>

Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.     Company's Right of Redemption.

     Unless otherwise specified as contemplated by Section 301 with respect to
the Securities of a particular series, and notwithstanding any additional
redemption rights that may be so specified, the Company may, at its option,
redeem the Securities of any series after their date of issuance in whole or in
part at any time and from time to time, subject to the provisions of this
Section 1101 and the other provisions of this Article Eleven. The redemption
price for any Security so redeemed shall be equal to 100% of the principal
amount of such Securities then Outstanding plus accrued and unpaid interest up
to but not including the date fixed for redemption.

SECTION 1102.     Applicability of Article.

     Redemption of Securities at the election of the Company, as permitted by
any form of Security issued pursuant to this Indenture, shall be made in
accordance with such form of Security and this Article Eleven; provided,
however, that if any provision of any such form of Security shall conflict with
any provision of this Article, the provision of such form of Security shall
govern. Except as otherwise set forth in the form of Security for such series,
each Security shall be subject to partial redemption only in the amount of
$1,000 or integral multiples of $1,000.

SECTION 1103.     Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any particular series and having
the same terms (including any such redemption affecting only a single Security),
the Company shall, at least 45 days but not more than 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities to be redeemed and, if applicable, of the tenor
of the Securities to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction.

SECTION 1104.     Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 45 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities not previously called for redemption, by such
method as the Trustee in its sole



                                       53
<PAGE>

discretion shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities and
of a specified tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not
more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities and specified tenor not previously called for redemption
in accordance with the preceding sentence.

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

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
If the Company shall so direct, Securities registered in the name of the
Company, any Affiliate or any Subsidiary thereof shall not be included in the
Securities selected for redemption.

SECTION 1105.     Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at its address appearing in the
Security Register. Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date, interest shall cease to accrue on the
Securities.

     All notices of redemption shall state:

     (1) the Redemption Date;

     (2) the Redemption Price;

     (3) if less than all the Outstanding Securities consisting of more than a
single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed;



                                       54
<PAGE>

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

     (5) the place or places where each such Security is to be surrendered for
payment of the Redemption Price.

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

SECTION 1106.     Deposit of Redemption Price.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

SECTION 1107.     Securities Payable on Redemption Date.

     Notice of redemption having been given pursuant to Section 1105, the
Securities to be so redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear or accrue any interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with any accrued but unpaid interest to, but not including, the
Redemption Date; provided, however, that installments of accrued and unpaid
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

SECTION 1108.     Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the



                                       55
<PAGE>

Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

SECTION 1201.     Securities Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest on each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all amounts then due and payable in respect of all Senior
Indebtedness. Each Holder, by his acceptance hereof, waives all notice of
acceptance of the subordination provisions contained herein by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred and waives
reliance by each such holder upon said provisions.

SECTION 1202.     Payment Over Proceeds Upon Dissolution, Etc.

     Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with the Company's insolvency
or bankruptcy (each such event, if any, herein sometimes referred to as a
"Proceeding"), then the holders of Senior Indebtedness shall be entitled to
receive payment in full of principal of (and premium, if any) and interest, if
any, on such Senior Indebtedness, or provision shall be made for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Indebtedness, before the Holders of the Securities are entitled to
receive or retain any payment or distribution of any kind or character, whether
in cash, property or securities (including any payment or distribution which may
be payable or deliverable by reason of the payment of any other Indebtedness of
the Company (including any series of the Securities) subordinated to the payment
of the Securities, such payment or distribution being hereinafter referred to as
a "Junior Subordinated Payment"), on account of principal of (or premium, if
any) or interest on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to
the payment thereof, any payment or distribution of any kind of character,
whether in cash, property or securities, including any Junior Subordinated
Payment, which may be payable or deliverable in respect of the Securities in any
such Proceeding.



                                       56
<PAGE>

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Indebtedness is paid in full or payment thereof is
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, and if written notice thereof shall, at
least three Business Days prior to the time of such payment or distribution,
have been received by a Responsible Officer of the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in 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
reorganization or readjustment which securities are subordinated in right of
payment to all then outstanding Senior Indebtedness to substantially the same
extent as the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as any entirety to another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by sale such properties and assets as an entirety, as the case may be,
shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article Eight.

SECTION 1203.     Prior Payment to Senior Indebtedness Upon Acceleration of
                  Securities

     In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of the Senior Indebtedness
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Indebtedness (including any amounts due upon acceleration), or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, before the Holders of
the Securities are entitled to receive any payment or distribution of any kind
or character, whether in cash, properties or securities (including any Junior
Subordinated Payment) by the Company on account of the principal of (or premium,
if any) or interest on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund
payment if any is contemplated by Section 301 for the Securities of any series
by delivering and crediting



                                       57
<PAGE>

as contemplated by Section 301 for the Securities of any series Securities which
have been acquired (upon redemption or otherwise) prior to such declaration of
acceleration.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if written notice of such fact shall,
at least three Business Days prior to the time of such payment, have been
received by a Responsible Officer of the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company.

     The provisions of this Section shall not apply to any payment with respect
to which Section 1202 would be applicable.

SECTION 1204.     No Payment When Senior Indebtedness in Default

     In the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Indebtedness, or in
the event that any event of default with respect to any Senior Indebtedness
shall have occurred and be continuing and shall have resulted in such Senior
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist
and such acceleration shall have been rescinded or annulled, or in the event any
judicial proceeding shall be pending with respect to any such default in payment
or such event of default, then no payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest, if any, on the Securities or on account of the
purchase or other acquisition of Securities by the Company or any Subsidiary;
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund if any is contemplated by Section 301 for the Securities of
any series by delivering and crediting as contemplated by Section 301 for the
Securities of any series Securities which have been acquired (upon redemption or
otherwise) prior to such default in payment or event of default.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if written notice thereof shall, at
least three Business Days or prior to the time of such payment, have been
received by the Trustee or, as the case may be, such Holder, then and in such
event such payment shall be paid over and delivered forthwith to the Company.

     The provisions of this Section shall not apply to any payment with respect
to which Section 1202 would be applicable.

SECTION 1205.     Payment Permitted If No Default.

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time except during the
pendency of any Proceeding referred to in Section 1202 or under the conditions
described in Sections 1203



                                       58
<PAGE>

and 1204, from making payments at any time of principal of (and premium, if any)
or interest on the Securities, or (b) the application by the Trustee of any
money or Government Obligations deposited with it hereunder to the payment of or
on account of the principal of (and premium, if any) or interest on the
Securities or the retention of such payment by the Holders, if, at least three
Business Days prior to the time of such application by the Trustee, a
Responsible Officer of the Trustee did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

SECTION 1206.     Subrogation to Rights of Holders of Senior Indebtedness.

     Subject to the payment in full of all Senior Indebtedness, or the provision
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to Senior Indebtedness of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation by reason
of any payments or distributions made to holders of such Senior Indebtedness) to
the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

SECTION 1207.     Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Company and the Holders of the Securities,
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
their rights in relation to the holders of Senior Indebtedness; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture including, without
limitation, filing and voting claims in any Proceeding, subject to the rights,
if any, under this Article of the holders of Senior Indebtedness to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.



                                       59
<PAGE>

SECTION 1208.     Trustee to Effectuate Subordination

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

SECTION 1209.     No Waiver of Subordination Provisions

     No right of any present or future holder of any Senior Indebtedness 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 that any such holder may have or
be otherwise charged with.

SECTION 1210.     Notice to Trustee

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any
trustee, agent or representative therefor (whether or not the facts contained in
such notice are true); provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least three Business Days
prior to the date upon which by the terms hereof any monies may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies 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 within a Responsible Officer of Business Days prior to
such date.

SECTION 1211.     Reliance on Judicial Order of Certificate of Liquidating Agent

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Article Six, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable



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<PAGE>

thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

SECTION 1212.     Trustee Not Fiduciary For Holders of Senior Indebtedness

     The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

SECTION 1213.     Rights of Trustee as Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

SECTION 1214.     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 shall in such case (unless the context otherwise requires)
be construed as extending to 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 in addition to or in place of the Trustee.

SECTION 1215.     Certain Conversions or Exchanges Deemed Payment

     For the purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities shall not be deemed
to constitute a payment or distribution on account of the principal of (or
premium, if any) or interest on securities or on account of the purchase or
other acquisition of Securities, and (b) the payment, issuance or delivery of
cash, property or securities (other than junior securities) upon conversion or
exchange of a Security shall be deemed to constitute payment on account of the
principal of such security. For the purposes of this Section, the term "junior
securities" means (i) shares of any stock of any class of the Company and (ii)
securities of the Company which are subordinated in right of payment to all
Senior Indebtedness which may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.



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<PAGE>

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.     Company's Option to Effect Defeasance or Covenant Defeasance.

     The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution.

SECTION 1302.     Defeasance and Discharge.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities, the Company shall be deemed to have been discharged
from its obligations with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following, which shall
survive until otherwise terminated or discharged hereunder: (1) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003; (2) the rights, powers, trusts, duties and immunities of the Trustee
hereunder; and (3) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

SECTION 1303.     Covenant Defeasance.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities (1) the Company shall be released from its obligations
under Sections 801, Section 1006 to 1008, inclusive, and any covenants provided
pursuant to 901(5) for the benefit of the Holders of such Securities and (2) the
occurrence of any event specified in Sections 501(3) (with respect to any of
Section 801, Sections 1006 to 1008, and any such covenants provided pursuant to
Section 901(5) shall be deemed not to be or result in an Event of Default, in
each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(3)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.



                                       62
<PAGE>


SECTION 1304.     Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities:

     (1) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an amount, or
(B) Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and interest on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture and
such Securities.

     (2) In the event of an election to have Section 1302 apply to any
Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of
this instrument, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and will
be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit, Defeasance and discharge
were not to occur.

     (3) In the event of an election to have Section 1303 apply to any
Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were not
to occur.

     (4) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that it has been informed by the relevant securities
exchange(s) that such Securities, if then listed on any securities exchange,
will be delisted as a result of such deposit.

     (5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event



                                       63
<PAGE>

specified in Sections 501(4) and (5), at any time on or prior to the 90th day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).

     (6) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any indenture or other agreement or
instrument for borrowed money to which the Company is a party or by which it is
bound.

     (7) Such Defeasance or Covenant Defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act unless such trust shall be registered under the
Investment Company Act or exempt from registration thereunder.

     (8) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

SECTION 1305.     Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1304 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.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 1304 with respect to
any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.



                                       64
<PAGE>

SECTION 1306.     Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                  *     *     *

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

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


THE PHOENIX COMPANIES, INC.

By:      /s/ Naomi Baline Kleinman
        --------------------------
Name:   Naomi Baline Kleinman
Title:  Vice President
                                         [Seal]
Attest:  /s/ Carole A. Masters
        --------------------------
Name:   Carole A. Masters
Title:  Assistant Secretary


SUNTRUST BANK,
as Trustee

By:      /s/ Leigh Mullis
        --------------------------
Name:   Leigh Mullis
Title:  Vice President
                                         [Seal]
Attest:  /s/ B.A. Donaldson
        --------------------------
Name:   B.A. Donaldson
Title:  Vice President



                                       65
<PAGE>

STATE OF                            )
                                    ) ss.:
COUNTY OF                           )



     On the 20th day of December, 2002, before me personally came Leigh Mullis
to me known, who, being by me duly sworn, did depose and say that s/he is Vice
President of SUNTRUST BANK as described in and which executed the foregoing
instrument; that s/he knows the seal of said banking corporation; that the seal
affixed to said instrument is such seal; that it was so affixed by authority of
the Board of Directors of said banking corporation; and that s/he signed her/his
name thereto by like authority.



By: /s/ Kelly A. Lennon
   --------------------------
    Notary Public,
    Rockdale County, Georgia
    My Commission Expires
    July 12, 2003




STATE OF CONNECTICUT                )
                                    ) ss.:
COUNTY OF HARTFORD                  )



     On the 19th day of December, 2002, before me personally came Naomi Baline
Kleinman to me known, who, being by me duly sworn, did depose and say that s/he
is Vice President of THE PHOENIX COMPANIES, INC., as described in and which
executed the foregoing instrument; that s/he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that
s/he signed her/his name thereto by like authority.



By: /s/ Josephine A. Melusky
    --------------------------
    Josephine A. Melusky
    Notary Public
    My Commission
    Expires April 30, 2005






<PAGE>

                                    EXHIBIT A

                                 [SPECIMEN BOND]

                           (FORM OF FACE OF SECURITY)

[If the Security is an Original Issue Discount Security, insert--For purposes of
Section 1271 of the United States Internal Revenue Code of 1986, as amended, the
issue price of this security is __ % of its principal amount and the Issue Date
is ______________, 20__]

                           THE PHOENIX COMPANIES, INC.
                               [Title of Security]

                                                         CUSIP:  _______________

No. _______                                                       $_____________


     The Phoenix Companies, Inc., a corporation organized and existing under the
laws of Delaware (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ___________ Dollars on _____________ [If the Security is to
bear interest prior to Maturity, insert -- , and to pay interest thereon from
_____________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on __________ and __________
in each year, commencing __________, at the rate of __ % per annum, on the basis
of a 360-day year consisting of twelve 30-day months, until the principal hereof
is paid or duly provided for or made available for payment] [(If applicable
insert - , and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of __% per annum on any overdue principal and premium
and on any overdue installment of interest)].

     [If the Security is to bear interest prior to Maturity, insert -- The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the date which is fifteen days (whether or not a Business Day) next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the



                                      A-1
<PAGE>

Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

     [If the Security is not to bear interest prior to Maturity, insert - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of __% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payments to the prior payment
in full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

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

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

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

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




                                      A-2
<PAGE>

Dated:

                                              THE PHOENIX COMPANIES, INC.


                                              By:_______________________________
                                                 Name:
                                                 Title:


                                              By:_______________________________
                                                 Name:
                                                 Title:


Attest:



_______________________________________
          Authorized Signature




                                      A-3
<PAGE>



                           FORM OF REVERSE OF SECURITY



     This Security is one of a duly authorized issue of securities of the
Company designated as its __________ due 20__ (herein called the "Securities"),
issued and to be issued in one or more series under a Subordinated Indenture,
dated as of _________, ____ as supplemented by a Supplemental Indenture dated as
of _________, _____(the Subordinated Indenture as supplemented by the
Supplemental Indenture is herein called the "Indenture"), between the Company
and SunTrust Bank, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable
insert --, limited in aggregate principal amount to $___________].

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

     [If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, at any time, as a whole
or in part, at the election of the Company. The Redemption Price for any
Security so redeemed shall be equal to 100% of the principal amount of such
Securities then Outstanding plus accrued and unpaid interest up to but not
including the date fixed for redemption. In the event of redemption of this
Security in part only, a new Security or Securities of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

     The Indenture contains provisions for satisfaction, discharge and
defeasance of the entire indebtedness on this security, upon compliance by the
Company with certain conditions set forth therein.

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

     Upon payment of the amount of principal so declared due and payable [if
applicable insert-- and of interest on any overdue principal and overdue
interest to the extent that the payment of such interest shall be legally
enforceable], all of



                                      A-4
<PAGE>

the Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]

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

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

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

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

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

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





                                      A-5



<PAGE>
     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.


                                      A-6