EXHIBIT 4.3


                             HARLEYSVILLE GROUP INC.


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

                                  SUBORDINATED
                                    INDENTURE


                       Dated as of ________________, 2003

        Providing for Issuance of Subordinated Debt Securities in Series

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





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


                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                   as Trustee

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





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                                TABLE OF CONTENTS
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<S>               <C>                                                                                           <C>
Article 1.        DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1

         Section 1.01.         Definitions.......................................................................1

         Section 1.02.         Other Definitions.................................................................6

         Section 1.03.         Incorporation by Reference of Trust Indenture Act.................................6

         Section 1.04.         Rules of Construction.............................................................6

         Section 1.05.         Acts of Holders...................................................................7

Article 2.        THE SECURITIES.................................................................................8

         Section 2.01.         Form and Dating...................................................................8

         Section 2.02.         Amount Unlimited; Issuable in Series..............................................9

         Section 2.03.         Denominations....................................................................12

         Section 2.04.         Execution and Authentication.....................................................12

         Section 2.05.         Registrar and Paying Agent; Appointment of Depositary............................13

         Section 2.06.         Paying Agent to Hold Money in Trust..............................................13

         Section 2.07.         Holder Lists.....................................................................14

         Section 2.08.         Transfer and Exchange............................................................14

         Section 2.09.         Replacement Securities...........................................................17

         Section 2.10.         Outstanding Securities...........................................................17

         Section 2.11.         Treasury Securities..............................................................18

         Section 2.12.         Temporary Securities.............................................................18

         Section 2.13.         Cancellation.....................................................................18

         Section 2.14.         Defaulted Interest...............................................................19

Article 3.        REDEMPTION AND PREPAYMENT.....................................................................19

         Section 3.01.         Applicability of Article.........................................................19

         Section 3.02.         Selection of Securities to Be Redeemed...........................................19

         Section 3.03.         Notice of Redemption.............................................................20

         Section 3.04.         Effect of Notice of Redemption...................................................21

         Section 3.05.         Deposit of Redemption or Purchase Price..........................................21

         Section 3.06.         Securities Redeemed or Purchased in Part.........................................21

         Section 3.07.         Mandatory Redemption; Sinking Fund...............................................21

Article 4.        COVENANTS.....................................................................................23

         Section 4.01.         Payment of Securities............................................................23

         Section 4.02.         Maintenance of Office or Agency..................................................23
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         <S>                   <C>                                                                              <C>
         Section 4.03.         Reports..........................................................................24

         Section 4.04.         Compliance Certificate...........................................................24

         Section 4.05.         Continued Existence..............................................................25

         Section 4.06.         Stay, Extension and Usury Laws...................................................25

Article 5.        SUCCESSORS....................................................................................25

         Section 5.01.         Merger, Consolidation, or Sale of Assets.........................................25

         Section 5.02.         Successor Person Substituted.....................................................26

Article 6.        DEFAULTS AND REMEDIES.........................................................................26

         Section 6.01.         Events of Default................................................................26

         Section 6.02.         Acceleration.....................................................................27

         Section 6.03.         Other Remedies...................................................................28

         Section 6.04.         Waiver of Past Defaults; Rescission of Acceleration..............................28

         Section 6.05.         Control by Majority..............................................................28

         Section 6.06.         Limitation on Suits..............................................................29

         Section 6.07.         Rights of Holders of Securities to Receive Payment...............................29

         Section 6.08.         Collection Suit by Trustee.......................................................29

         Section 6.09.         Trustee May File Proofs of Claim.................................................30

         Section 6.10.         Priorities.......................................................................30

         Section 6.11.         Undertaking for Costs............................................................31

Article 7.        TRUSTEE.......................................................................................31

         Section 7.01.         Duties of Trustee................................................................31

         Section 7.02.         Rights of Trustee................................................................32

         Section 7.03.         Individual Rights of Trustee.....................................................33

         Section 7.04.         Trustee's Disclaimer.............................................................33

         Section 7.05.         Notice of Defaults...............................................................33

         Section 7.06.         Reports by Trustee to Holders of the Securities..................................33

         Section 7.07.         Compensation and Indemnity.......................................................33

         Section 7.08.         Replacement of Trustee...........................................................34

         Section 7.09.         Successor Trustee by Merger, etc.................................................35

         Section 7.10.         Eligibility; Disqualification....................................................36

         Section 7.11.         Preferential Collection of Claims Against Company................................36
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<S>               <C>                                                                                           <C>
Article 8.        LEGAL DEFEASANCE AND COVENANT DEFEASANCE; satisfaction and discharge..........................36

         Section 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance; Alternative
                               Satisfaction and Discharge.......................................................36

         Section 8.02.         Legal Defeasance and Discharge...................................................37

         Section 8.03.         Covenant Defeasance..............................................................38

         Section 8.04.         Conditions to Legal or Covenant Defeasance.......................................38

         Section 8.05.         Deposited Money and U.S. Government Obligations to be Held in Trust;
                               Other Miscellaneous Provisions...................................................39

         Section 8.06.         Repayment to Company.............................................................40

         Section 8.07.         Reinstatement....................................................................40

Article 9.        AMENDMENT, SUPPLEMENT AND WAIVER..............................................................41

         Section 9.01.         Without Consent of Holders of Securities.........................................41

         Section 9.02.         With Consent of Holders of Securities............................................42

         Section 9.03.         Compliance with Trust Indenture Act..............................................43

         Section 9.04.         Revocation and Effect of Consents................................................44

         Section 9.05.         Notation on or Exchange of Securities............................................44

         Section 9.06.         Trustee to Sign Amendments, etc..................................................44

Article 10.       SUBORDINATION.................................................................................44

         Section 10.01.        Agreement to subordinate.........................................................44

         Section 10.02.        Certain definitions..............................................................45

         Section 10.03.        Liquidation; Dissolution; Bankruptcy.............................................45

         Section 10.04.        Default on Designated Senior Debt................................................45

         Section 10.05.        Acceleration of Securities.......................................................46

         Section 10.06.        When Distribution Must Be Paid Over..............................................46

         Section 10.07.        Notice by Company................................................................47

         Section 10.08.        Subrogation......................................................................47

         Section 10.09.        Relative Rights..................................................................47

         Section 10.10.        Subordination May Not Be Impaired By Company.....................................48

         Section 10.11.        Distribution or Notice to Representative.........................................48

         Section 10.12.        Rights of Trustee and Paying Agent...............................................48

         Section 10.13.        Authorization to Effect Subordination............................................48

Article 11.       MEETINGS OF HOLDERS...........................................................................49
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         <S>                   <C>                                                                              <C>
         Section 11.01.        Purposes for Which Meeting May Be Called.........................................49

         Section 11.02.        Call, Notice and Place of Meetings...............................................49

         Section 11.03.        Persons Entitled to Vote at Meetings.............................................49

         Section 11.04.        Quorum; Action...................................................................49

         Section 11.05.        Determination of Voting Rights; Conduct and Adjournment of Meetings..............50

         Section 11.06.        Counting Votes and Recording Action of Meetings..................................51

         Section 11.07.        Article Subject to Other Provisions..............................................52

Article 12.       MISCELLANEOUS.................................................................................52

         Section 12.01.        Trust Indenture Act Controls.....................................................52

         Section 12.02.        Notices..........................................................................52

         Section 12.03.        Communication by Holders of Securities with Other Holders of Securities..........53

         Section 12.04.        Certificate and Opinion as to Conditions Precedent...............................53

         Section 12.05.        Statements Required in Certificate or Opinion....................................53

         Section 12.06.        Rules by Trustee and Agents......................................................54

         Section 12.07.        No Personal Liability of Directors, Officers, Employees and Stockholders.........54

         Section 12.08.        Governing Law....................................................................54

         Section 12.09.        No Adverse Interpretation of Other Agreements....................................54

         Section 12.10.        Successors.......................................................................54

         Section 12.11.        Severability.....................................................................54

         Section 12.12.        Counterpart Originals............................................................55

         Section 12.13.        Table of Contents, Headings, etc.................................................55
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Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture
dated as of ____________________, between Harleysville Group Inc. and J.P.
Morgan Trust Company, National Association, as Trustee


TIA Section                        Indenture Section

310(a)(1)                          7.10

310(a)(2)                          7.10

310(a)(3)                          N/A

310(a)(4)                          N/A

310(a)(5)                          7.10

310(b)                             7.03, 7.08, 7.10

310(c)                             N/A

311(a)                             7.11

311(b)                             7.11

311(c)                             N/A

312(a)                             2.07

312(b)                             13.03

312(c)                             13.03

313(a)                             7.06

313(b)                             7.06

313(c)                             7.06, 13.02

313(d)                             7.06

314(a)                             4.03

314(b)                             N/A

314(c)                             4.04, 13.05

314(d)                             N/A

314(e)                             13.05

314(f)                             N/A

315(a)                             7.01

315(b)                             7.05

315(c)                             7.01

315(d)                             7.01

315(e)                             6.11

316(a)(1)                          6.04, 6.05

316(a)(2)                          N/A

316(a) last sentence               2.11

316(b)                             6.07

317(a)                             6.09, 6.09

317(b)                             2.06

318(a)                             13.01


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



<PAGE>



                  INDENTURE dated as of __________________ between Harleysville
Group Inc., a Delaware corporation, and J.P. Morgan Trust Company, National
Association, as Trustee.

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

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

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

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01            DEFINITIONS.

                  "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 purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided, however, that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.

                  "AGENT" means any Registrar or Paying Agent.

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

                  "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors
of the Company or any authorized committee of the Board of Directors.

                  "BOARD RESOLUTION" means a resolution of the Board of
Directors.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CAPITAL LEASE OBLIGATION" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

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                  "COMMON STOCK" means the Company's Common Stock, par value
$2.00 per share.

                  "COMPANY" means Harleysville Group Inc., a Delaware
corporation, and any and all successors thereto.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be the address
of the Trustee specified in Section 13.02 hereof or such other address as to
which the Trustee may give notice to the Company.

                  "CREDIT FACILITY" means the Company's principal bank or
institutional credit facility as identified in any supplemental indenture
establishing a series of Securities, including any amendment, supplement,
modification, restatement, replacement, refunding or refinancing.

                  "CUSTODIAN" means the Trustee, as custodian with respect to
Securities in global form, or any successor entity thereto.

                  "DEFAULT" means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default.

                  "DEPOSITARY" means, with respect to any series of Securities
issuable or issued in whole or in part in global form, the Person specified in
Section 2.05 hereof as the Depositary with respect to the Global Securities of
that series, and any and all successors thereto registered and in good standing
as a clearing agency under the Exchange Act, appointed as depositary hereunder
and having become such pursuant to the applicable provision of this Indenture.

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

                  "GAAP" means United States generally accepted accounting
principles.

                  "GLOBAL SECURITIES" means, individually and collectively, the
Securities issued in global form issued in accordance with Sections 2.01 and
2.08 hereof.

                  "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

                  "HOLDER" means a Person in whose name a Security is
registered.

                  "INDEBTEDNESS" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, securities, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing any Capital Lease Obligations or the balance
deferred and unpaid of the purchase price of any property or representing any
Hedging Obligations, except any such balance that constitutes an accrued expense
or trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all

                                       2
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indebtedness of others secured by a lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the guarantee by such Person of any indebtedness of any
other Person. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date; provided
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the full amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP. The amount of any Indebtedness
outstanding as of any date shall be (i) the accreted value thereof, in the case
of any Indebtedness issued with original issue discount and (ii) the principal
amount thereof, together with any interest thereon that is more than 30 days
past due, in the case of any other Indebtedness.

                  "INDENTURE" means this Subordinated Indenture, as amended and
restated hereby or as amended, waived or supplemented from time to time and
shall include and incorporate by reference the forms and terms of particular
series of Securities established as contemplated hereunder.

                  "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Security through a Participant.

                  "INTEREST PAYMENT DATE" when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

                  "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable (1)
under this Indenture or the applicable Securities, or (2) under Senior Debt.

                  "OFFICER" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary, any Assistant Secretary, any Vice President or
any Assistant Vice President of such Person.

                  "OFFICERS' CERTIFICATE" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

                  "OPINION OF COUNSEL" means an opinion from legal counsel that
meets the requirements of Section 13.05 hereof. The counsel may be an employee
of or counsel to the Company, any Subsidiary of the Company or the Trustee.

                                       3
<PAGE>

                  "PARI PASSU SERIES" means, with reference to any series of
Securities, all series of Securities (including the referent series) that by
their terms rank on a parity in right of payment with the referent series,
except that no series that is convertible into equity securities of the Company
is a Pari Passu Series with reference to any series that is not so convertible.

                  "PARTICIPANT" means, with respect to the Depositary, a Person
who has an account with the Depositary.

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


                  "RESPONSIBLE OFFICER" when used with respect to the Trustee,
means any officer within the Institutional Trust Services department of the
Trustee (or any successor group of the Trustee) or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers, in each case who is the officer responsible for
the administration of this Indenture, and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

                  "SEC" means the Securities and Exchange Commission.

                  "SECURITIES" has the meaning assigned to it in the preamble to
this Indenture.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SENIOR BANK DEBT" means the Indebtedness (including letters
of credit) outstanding under the Credit Facility as such agreement may be
restated, further amended, supplemented or otherwise modified or replaced from
time to time hereafter, together with any refunding or replacement of such
Indebtedness.

                  "SENIOR DEBT" means any Indebtedness unless the instrument
under which such Indebtedness is incurred expressly provides that it is on a
parity with or subordinated in right of payment to the Securities. Without
limiting the generality of the foregoing, Senior Debt includes Obligations under
the Credit Facility, Obligations under the Senior Indenture, Obligations under
the Senior Subordinated Indenture, and Obligations under any securities issued
under the Senior Indenture or the Senior Subordinated Indenture. Notwithstanding
anything to the contrary in the foregoing, Senior Debt will not include (a) any
liability for federal, state, local or other taxes owed or owing by the Company,
(b) Indebtedness of the Company to any of its Subsidiaries or other Affiliates,
any trade payables or (c) any Indebtedness that is incurred in violation of this
Indenture.

                  "SENIOR INDENTURE" means the Senior Indenture dated the date
hereof between the Company and J.P. Morgan Trust Company, National Association,
as Trustee, as amended, modified or supplemented from time to time.

                                       4
<PAGE>

                  "SENIOR SUBORDINATED INDENTURE" means the Senior Subordinated
Indenture dated the date hereof between the Company and J.P. Morgan Trust
Company, National Association, as Trustee, as amended, modified or supplemented
from time to time.

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

                  "STATED MATURITY" means, with respect to any interest or
principal on any series of Securities, the date on which such payment of
interest or principal is scheduled to be paid thereon by its terms as in effect
from time to time, and does not include any contingent obligation to repay,
redeem or repurchase any such interest or principal prior to the date scheduled
for the payment thereof.

                  "SUBSIDIARY" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock or other equity interests entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
(of such Person or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such a Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof.)

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb as amended) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "TRUSTEE" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

                                       5
<PAGE>

SECTION 1.02            OTHER DEFINITIONS


                                                   Defined in
Term                                               Section
Act...........................................        1.05
"Authentication Order"........................        2.04
"Covenant Defeasance".........................        8.03
"custodian"...................................        6.01
"Designated Senior Debt"......................       10.02
"distribution"................................       10.02
"Event of Default"............................        6.01
"Legal Defeasance"............................        8.02
"mandatory sinking fund payment"..............        3.07
"Notice of Default"...........................        6.01
"optional sinking fund payment"...............        3.07
"Outstanding".................................        8.02
"Paying Agent"................................        2.05
"Payment Blockage Notice".....................       10.04
"Registrar"...................................        2.05
"Representative"..............................       10.02
"sinking fund payment date"...................        3.07



SECTION 1.03            INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "INDENTURE SECURITY HOLDER" means a Holder of a Security;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "institutional trustee" means the
Trustee;

                  "OBLIGOR" on the Securities means the Company and any
successor obligor upon the Securities.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein have the meanings so assigned to them.

SECTION 1.04            RULES OF CONSTRUCTION.

                  For the purposes of this Indenture, unless the context
otherwise requires:

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<PAGE>

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with United States generally accepted accounting
principles;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular;

                  (5) provisions apply to successive events and transactions;
and

                  (6) references to sections of or rules under the Securities
Act shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.

SECTION 1.05            ACTS OF HOLDERS.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders, in person or by an agent
duly appointed in writing or may be embodied in and evidenced by the record of
Holders voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders duly called and held in accordance with
the provisions of Article 12, or a combination of such instruments or record
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments and so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section and Section 12.06. The record of any meeting of Holders shall be proved
in the manner provided in Section 12.06.

        (b) Without limiting the generality of this Section, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depositary that
is a Holder of a Global Security, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial
owners of interests in any such Global Security through such Depositary's
standing instructions and customary practices.

        (c) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

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

                                       7
<PAGE>

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.01            FORM AND DATING.

        (a) GENERAL. The Securities of each series shall be in substantially
such form as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any applicable securities exchange,
organizational document, governing instrument or law or as may, consistently
herewith, be determined by the officers executing such Securities as evidenced
by their execution of the Securities. If temporary Securities of any series are
issued as permitted by Section 2.12, the form thereof also shall be established
as provided in the preceding sentence. If the forms of Securities of any series
are established by, or by action taken pursuant to, a Board Resolution, a copy
of the Board Resolution, certified by the Secretary or an Assistant Secretary of
the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of the certificate, together with an
appropriate record of any such action taken pursuant thereto, including a copy
of the approved form of Securities shall be delivered to the Trustee at or prior
to the delivery of the Authentication Order contemplated by Section 2.04 for the
authentication and delivery of such Securities. The Trustee's certificate of
authentication shall be in substantially the following form:

                  This is one of the Securities of the series described in the
within-mentioned Indenture.

                            J.P. Morgan Trust Company, National Association,
                            as Trustee

                            By:      ___________________________________
                                     Authorized Signatory

        (b) GLOBAL SECURITIES. If Securities of or within a series are issuable
in whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified amount of outstanding Securities from time
to time endorsed thereon and may also provide that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of outstanding Securities represented thereby, shall be made
in such manner and by such Person or Persons as shall be specified therein or
upon the written order of the Company signed by an Officer to be delivered to
the Trustee pursuant to Section 2.04 or 2.12. Subject to the provisions of
Section 2.04, Section 2.12, if applicable, and Section 2.08, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable written order of the Company signed by an Officer. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing.

                                       8
<PAGE>

                  The provisions of the last paragraph of Section 2.04 shall
apply to any Security in global form if such Security was never issued and sold
by the Company and the Company delivers to the Trustee the Security in global
form together with a written instructions with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last paragraph of Section 2.04.

                  Notwithstanding the provisions of this Section 2.01, unless
otherwise specified as contemplated by Section 2.02, payment of principal of,
premium, if any, and interest on any Security in permanent global form shall be
made to the Holder thereof.

SECTION 2.02            AMOUNT UNLIMITED; ISSUABLE IN SERIES

        (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

        (b) The following matters shall be established with respect to each
series of Securities issued hereunder (i) by a Board Resolution, (ii) by action
taken pursuant to a Board Resolution and set forth, or determined in the manner
provided, in an Officers' Certificate or (iii) in one or more indentures
supplemental hereto:

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

            (2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(which limit shall not pertain to Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 or any
Securities that, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder);

            (3) the date or dates on which the principal of and premium, if any,
on the Securities of the series is payable or the method or methods of
determination thereof;

            (4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method or methods of calculating such rate or
rates of interest, the date or dates from which such interest shall accrue or
the method or methods by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable, the right,
if any, of the Company to defer or extend an Interest Payment Date, the record
date, if any, for the interest payable on any Security on any Interest Payment
Date, and the basis upon which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;

            (5) the place or places where the principal of, premium, if any, and
interest, if any, on Securities of the series shall be payable, any Securities
of the series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be
served and notices to Holders pursuant to Section 13.02 will be published;

                                       9
<PAGE>

            (6) the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which,
and the other terms and conditions upon which, Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than
as provided in Section 3.03, the manner in which the particular Securities of
such series (if less than all Securities of such series are to be redeemed) are
to be selected for redemption;

            (7) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions or
upon the happening of a specified event 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 units) in which, and the other terms
and conditions upon which, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

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

            (9) if other than U.S. dollars, the currency or currencies
(including currency unit or units) in which the principal of, 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, and the particular
provisions applicable;

            (10) if the payments of principal of, premium, if any, or interest,
if any, on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or
units) other than that in which such Securities are denominated or designated to
be payable, the currency or currencies (including currency unit or units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

            (11) if the amount of payments of principal of, premium, if any, and
interest, if any, on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined and any special voting or defeasance
provisions in connection therewith;

            (12) if other than the principal amount thereof, the portion of the
principal amount of such Securities of the series which shall be payable upon
declaration of acceleration thereof pursuant to Section 6.02 or the method by
which such portion shall be determined;

            (13) the Person to whom any interest on any Security of the series
shall be payable;

            (14) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

                                       10
<PAGE>

            (15) any deletions from, modifications of or additions to the Events
of Default set forth in Section 6.01 or covenants of the Company set forth in
Article 4 pertaining to the Securities of the series;

            (16) under what circumstances, if any, and with what procedures and
documentation the Company will pay additional amounts on the Securities of that
series held by a Person who is not a U.S. Person (including any definition of
such term) in respect of taxes, assessments or similar charges withheld or
deducted and, if so, whether the Company will have the option to redeem such
Securities rather than pay such additional amounts (and the terms of any such
option);

            (17) the forms of the Securities of the series;

            (18) the applicability, if any, to the Securities of the series of
Sections 8.02 and 8.03, or such other means of defeasance or covenant defeasance
as may be specified for the Securities of such series;

            (19) if other than the Trustee, the identity of the Registrar and
any Paying Agent;

            (20) if the Securities of the series shall be issued in whole or in
part in global form, (A) the Depositary for such Global Securities, (B) whether
beneficial owners of interests in any Securities of the series in global form
may exchange such interests for certificated Securities of such series, to be
registered in the names of or to be held by such beneficial owners or their
nominees and to be of like tenor of any authorized form and denomination, and
(C) if other than as provided in Section 2.08, the circumstances under which any
such exchange may occur;

            (21) the designation of the Depositary;

            (22) any restrictions on the registration, transfer or exchange of
the Securities;

            (23) if the Securities of the series may be issued or delivered
(whether upon original issuance or upon exchange of a temporary Security of such
series or otherwise), or any installment of principal or interest is payable,
only upon receipt of certain certificates or other documents or satisfaction of
other conditions in addition to those specified in this Indenture, the form and
terms of such certificates, documents or conditions;

            (24) the terms and conditions of any right to convert or exchange
Securities of the series into or for other securities or property of the
Company;

            (25) whether the Securities are secured or unsecured, and if
secured, the security and related terms in connection therewith (which shall be
provided for in a separate security agreement and/or other appropriate
documentation);

            (26) 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;

                                       11
<PAGE>

            (27) any modification of the subordination provisions of this
Indenture (including applicable definitions) that are to apply to Securities of
the series; and

            (28) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture) including any terms which
may be required by or advisable under United States laws or regulations or
advisable (as determined by the Company) in connection with the marketing of
Securities of the series.

        (c) All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and set forth,
or determined in the manner provided, in the related Officers' Certificate or
(iii) in an indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

        (d) If any of the terms of the Securities of any series are established
by action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

SECTION 2.03            DENOMINATIONS.

                  Unless otherwise provided as contemplated by Section 2.02,
Securities of a series denominated in Dollars shall be issuable in denominations
of U.S. $1,000 and any integral multiple thereof. Securities denominated in a
foreign currency shall be issuable in such denominations as are established with
respect to such Securities in or pursuant to this Indenture.

SECTION 2.04            EXECUTION AND AUTHENTICATION.

                  An Officer shall sign the Securities for the Company by manual
or facsimile signature.

                  If an Officer whose signature is on a Security no longer holds
that office at the time a Security is authenticated, the Security shall
nevertheless be valid.

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.

                  The Trustee shall, upon a written order of the Company signed
by an Officer (an "AUTHENTICATION ORDER"), together with an Officer's
Certificate and an Opinion of Counsel, authenticate Securities for original
issue in the aggregate principal amount stated in the Authentication Order. The
Officer's Certificate and Opinion of Counsel shall each state that all
conditions precedent provided for or relating to the issuance of such Securities
have been complied with.

                                       12
<PAGE>

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

                  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 2.13 together with a written statement stating that such
Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this Indenture.

SECTION 2.05            REGISTRAR AND PAYING AGENT; APPOINTMENT OF DEPOSITARY.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("REGISTRAR") and an office or agency where Securities may be presented for
payment ("PAYING AGENT"). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "REGISTRAR"
includes any co-registrar and the term "PAYING AGENT" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall promptly notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

                  The Company initially appoints The Depository Trust Company to
act as Depositary with respect to the Global Securities.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent with respect to the Securities and to act as
Custodian with respect to the Global Securities.

SECTION 2.06            PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or interest on the Securities or other payment in
respect of the Securities or otherwise held by it as Paying Agent, and will
notify the Trustee of any default by the Company in making any such payment when
due. While any such default continues, the Trustee may require a Paying Agent to
pay all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy

                                       13
<PAGE>

or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Securities.

SECTION 2.07            HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA ss.312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Securities, and the Company shall otherwise comply with TIA ss.312(a).

SECTION 2.08            TRANSFER AND EXCHANGE.

        (a) Upon surrender for registration of transfer of any certificated
Security of any series at the office or agency maintained pursuant to Section
4.02 in a place of payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new certificated Securities of the same series, of
any authorized denominations and of a same aggregate principal amount and like
tenor and containing identical terms and provisions.

        (b) At the option of the Holder, Securities of any series (except a
Security in global form) may be exchanged for other Securities of the same
series, of any authorized denominations, of a same aggregate principal amount
and like tenor and containing identical terms and provisions, 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.

        (c) Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Securities in certificated form, a
Security in global form representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series 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 for such series or a nominee of such
successor Depositary.

        (d) If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be registered and in good standing as
a clearing agency under the Exchange Act, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Company
prior to the resignation of the Depositary and, in any event, within 90 days
after the Company receives such notice or becomes aware of such ineligibility,
the Company's designation of the Depositary pursuant to Section 2.02(b)(21)

                                       14
<PAGE>

shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of an Authentication
Order for the authentication and delivery of certificated Securities of such
series of like tenor, shall authenticate and deliver, Securities of such series
of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

        (e) The Company may at any time in its sole discretion determine that
all (but not less than all) Securities of a series issued in global form shall
no longer be represented by such a Security or Securities in global form. In
such event the Company shall execute, and the Trustee, upon receipt of an
Authentication Order for the authentication and delivery of certificated
Securities of such series of like tenor, shall authenticate and deliver,
Securities of such series of like tenor in certificated form, in authorized
denominations and in an aggregate principal amount equal to the principal amount
of the Security or Securities of such series of like tenor in global form in
exchange for such Security or Securities in global form.

        (f) If specified by the Company pursuant to Section 2.02 with respect to
a series of Securities, the Depositary for such series may surrender a Security
in global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

            (i)   to each Person specified by such depositary a new certificated
                  Security or Securities of the same series of like tenor, 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 Security in global form;

                                       and

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

        (g) Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities in certificated form issued in exchange for a Security in
global form pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Security in global
form, pursuant to instructions from its direct or Indirect Participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such
Securities to the Persons in whose names such Securities are so registered.

        (h) Whenever any Securities are 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.

                                       15
<PAGE>

        (i) All Securities issued upon any registration of transfer or upon any
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.

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

        (k) No service charge shall be made for any registration of transfer or
for any exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration or transfer or exchange of Securities, other
than exchanges pursuant to Section 2.12 or 3.06 not involving any transfer.

        (l) The Company shall not be required (i) to issue, register the
transfer of, or exchange any Securities for a period beginning at the opening of
business 15 days before any selection for redemption of Securities of like tenor
and of the series of which such Security is a part and ending at the close of
business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of like tenor and of such
series to be redeemed; or (ii) to register the transfer of or exchange any
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

        (m) The foregoing provisions relating to registration, transfer and
exchange may be modified, supplemented or superseded with respect to any series
of Securities by a Board Resolution or in one or more indentures supplemental
hereto.

        (n) The following legend shall appear on the face of all Global
Securities unless specifically stated otherwise in the applicable provision of
this Indenture:

         "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND, UNLESS AND UNTIL IT IS
         EXCHANGED FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE
         INDENTURE, (I) IS NOT TRANSFERABLE EXCEPT AS A WHOLE BY THE DEPOSITARY
         TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO
         THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
         DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR SUCCESSOR
         NOMINEE, AND (II) MAY NOT BE EXCHANGED OR CANCELLED EXCEPT IN THE
         LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE."

                                       16
<PAGE>

        (o) At such time as all beneficial interests in a particular Global
Security have been exchanged for definitive Securities or a particular Global
Security has been redeemed, repurchased or canceled in whole and not in part,
each such Global Security shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.13 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Security or for definitive Securities, the
principal amount of Securities represented by such Global Security shall be
reduced accordingly and an endorsement shall be made on such Global Security by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Security, such other Global Security shall be increased
accordingly and an endorsement shall be made on such Global Security by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

        (p) Prior to due presentment for the registration of a transfer of any
Security, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and interest on such
Securities and for all other purposes, and neither the Trustee, any Agent nor
the Company shall be affected by notice to the contrary. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
any Depositary, as a Holder, with respect to such Global Security or impair, as
between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.

SECTION 2.09            REPLACEMENT SECURITIES.

                  If any mutilated Security is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Security if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Security is replaced. The Company may charge for its
expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Securities duly issued hereunder.

SECTION 2.10            OUTSTANDING SECURITIES.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee in accordance with the provisions hereof, and those

                                       17
<PAGE>

described in this Section as not outstanding. Except as set forth in Section
2.11 hereof, a Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security.

                  If a Security is replaced pursuant to Section 2.09 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a "protected purchaser" (within the
meaning of Article 8 of the Uniform Commercial Code) or a Person with comparable
status under other applicable law.

                  If the principal amount of any Security is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities payable on that date, then on and after that date
such Securities shall be deemed to be no longer outstanding and shall cease to
accrue interest.

SECTION 2.11            TREASURY SECURITIES.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities that the Trustee knows are so
owned shall be so disregarded.

SECTION 2.12            TEMPORARY SECURITIES.

                  Until certificates representing Securities are ready for
delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of certificated Securities but may
have variations that the Company considers appropriate for temporary Securities
and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities.

                  Holders of temporary Securities shall be entitled to all of
the benefits of this Indenture.

SECTION 2.13            CANCELLATION.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled

                                       18
<PAGE>

Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

SECTION 2.14            DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest in any lawful manner plus, to
the extent lawful, interest payable on the defaulted interest, to the Persons
who are Holders on a subsequent special record date, in each case at the rate
provided in the Securities. 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. The Company shall fix or cause to be fixed each
such special record date and payment date, PROVIDED that no such special record
date shall be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid. 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.

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01            APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 2.02 for Securities of such series.

SECTION 3.02            SELECTION OF SECURITIES TO BE REDEEMED.

                  If less than all of the Securities of any series are to be
redeemed at any time, the Trustee shall select the Securities of such series to
be redeemed among the Holders of the Securities of such series in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities of such series are listed or, if the Securities of such
series are not so listed, to be redeemed among the Holders of Securities of such
series on a PRO RATA basis, by lot or by such method as the Trustee deems fair
and appropriate; PROVIDED that no Securities of $1,000 or less shall be redeemed
in part. In the event of partial redemption by lot, the particular Securities of
such series to be redeemed shall be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption date by the
Trustee from the outstanding Securities of the series not previously called for
redemption.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Security selected
for partial redemption, the principal amount thereof to be redeemed. Securities
and portions of Securities selected shall be in amounts of $1,000 or whole
multiples of $1,000; except that if all of the Securities of a series of a
Holder are to be redeemed, the entire outstanding amount of Securities of such

                                       19
<PAGE>

series held by such Holder, even if not a multiple of $1,000, shall be redeemed.
A new Security of the same series in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. Securities called for redemption shall
become due on the redemption date. On and after the redemption date, interest
will cease to accrue on the Securities or portions of them called for
redemption. Except as provided in this Section 3.02, provisions of this
Indenture that apply to Securities called for redemption shall also apply to
portions of Securities called for redemption.

SECTION 3.03            NOTICE OF REDEMPTION.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Securities are to be redeemed at its
registered address.

                  The notice shall identify the Securities to be redeemed,
including the series thereof, and shall state:

        (a) the redemption date;

        (b) the redemption price;

        (c) the name and address of the Paying Agent;

        (d) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

        (e) that, unless the Company defaults in making such redemption payment,
interest on Securities called for redemption will cease to accrue on and after
the redemption date;

        (f) that any Security being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the redemption
date upon surrender of such Security, a new Security or Securities of the same
series in principal amount equal to the unredeemed portion shall be issued upon
cancellation of the original;

        (g) the paragraph of the Securities and/or Section of this Indenture
pursuant to which the Securities called for redemption are being redeemed; and

        (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company
shall have delivered to the Trustee, at least 30 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

                                       20
<PAGE>

SECTION 3.04            EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Securities called for redemption become irrevocably due and payable
on the redemption date at the redemption price. A notice of redemption may not
be conditional.

SECTION 3.05            DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

                  One Business Day prior to 10:00 a.m., Eastern Time, on any
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money in immediately available funds sufficient to pay the redemption or
purchase price of and accrued interest, if any, on all Securities to be redeemed
or purchased on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest on, all Securities to be redeemed or purchased.

SECTION 3.06            SECURITIES REDEEMED OR PURCHASED IN PART.

                  Upon surrender of a Security that is redeemed or purchased in
part, the Company shall issue and, upon the Company's written request, the
Trustee shall authenticate for the Holder at the expense of the Company a new
Security of the same series equal in principal amount to the unredeemed or
unpurchased portion of the Security surrendered.

SECTION 3.07            MANDATORY REDEMPTION; SINKING FUND.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Securities, unless otherwise
specified in the terms of a particular series of Securities. If a mandatory or
optional sinking fund is specified in the terms of a particular series of
Securities, the following provisions will apply thereto (unless otherwise
specified):

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." The last date on which any such payment may be
made is herein referred to as a "sinking fund payment date."

                  In lieu of making all or any part of any mandatory sinking
fund payment with respect to any Securities of a series in cash, the Company may
at its option (a) deliver to the Trustee Securities of that series theretofore
purchased by the Company and (b) may apply as a credit Securities of that series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of optional sinking fund
payments pursuant to the next succeeding paragraph, in each case in satisfaction
of all or any part of any mandatory sinking fund payment, provided that such
Securities have not been previously so credited. Each such Security so delivered
or applied as a credit shall be credited at the sinking fund redemption price
for such Securities and the amount of any mandatory sinking fund shall be
reduced accordingly. If the Company intends so to deliver or credit such
Securities with respect to any mandatory sinking fund payment it shall deliver
to the Trustee at least 45 days prior to the next succeeding sinking fund

                                       21
<PAGE>

payment date for such series (a) a certificate signed by any Officer specifying
the portion of such sinking fund payment, if any, to be satisfied by payment of
cash and the portion of such sinking fund payment, if any, which is to be
satisfied by delivering and crediting such Securities and (b) any Securities to
be so delivered. All Securities so delivered to the Trustee shall be cancelled
by the Trustee and no Securities shall be authenticated in lieu thereof. If the
Company fails to deliver such certificate and Securities at or before the time
provided above, the Company shall not be permitted to satisfy any portion of
such mandatory sinking fund payment by delivery or credit of Securities.

                  At its option the Company may pay into the sinking fund for
the retirement of Securities of any particular series, on or before each sinking
fund payment date for such series, any additional sum in cash as specified by
the terms of such series of Securities. If the Company intends to exercise its
right to make any such optional sinking fund payment, it shall deliver to the
Trustee at least 45 days prior to the next succeeding sinking fund payment date
for such series of Securities a certificate signed by any Officer stating that
the Company intends to exercise such optional right and specifying the amount
which the Company intends to pay on such sinking fund payment date. If the
Company fails to deliver such certificate at or before the time provided above,
the Company shall not be permitted to make any optional sinking fund payment
with respect to such sinking fund payment date. To the extent that such right is
not exercised in any year it shall not be cumulative or carried forward to any
subsequent year.

                  If the sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall
so request) with respect to the Securities of any particular series, it shall be
applied by the Trustee or one or more Paying Agents on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. The Trustee shall select, in the manner provided in Section
3.02, for redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to exhaust said cash, as nearly as may be,
and the Trustee shall, at the expense and in the name of the Company, thereupon
cause notice of redemption of Securities of such series to be given in
substantially the manner and with the effect provided in Sections 3.02 and 3.03
for the redemption of Securities of that series in part at the option of the
Company, except that the notice of redemption shall also state that the
Securities of such series are being redeemed for the sinking fund. Any sinking
fund moneys not so applied or allocated by the Trustee or any Paying Agent to
the redemption of Securities of that series shall be added to the next cash
sinking fund payment received by the Trustee or the Paying Agent and, together
with such payment, shall be applied in accordance with the provisions of this
Section 3.07. Any and all sinking fund moneys held by the Trustee or any Paying
Agent on the maturity date of the Securities of any particular series, and not
held for the payment or redemption of particular Securities of such series,
shall be applied by the Trustee or such Paying Agent, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Securities of that series at maturity. On or before each
sinking fund payment date, the Company shall pay to the Trustee or to one or
more Paying Agents in cash a sum equal to all interest accrued to the date fixed
for redemption on Securities to be redeemed on the next following sinking fund
payment date pursuant to this Section. Neither the Trustee nor any Paying Agent
shall redeem any Securities of a series with sinking fund moneys, and the
Trustee shall not mail any notice of redemption of Securities for such series by

                                       22
<PAGE>

operation of the sinking fund, during the continuance of a default in payment of
interest on such Securities or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph), except that if the notice
of redemption of any Securities shall theretofore have been mailed in accordance
with the provisions hereof, the Trustee or any paying agent shall redeem such
Securities if cash sufficient for that purpose shall be deposited with the
Trustee or such paying agent for that purpose in accordance with the terms of
this Article 3. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into the sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of all
such Securities; provided, however, that in case such Event of Default or
default shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date on which
such moneys may be applied pursuant to the provisions of this Section 3.07.

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01            PAYMENT OF SECURITIES.

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Securities on the dates and in the manner
provided in the Securities. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m., Eastern Time, on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.

SECTION 4.02            MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-Registrar) where Securities may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Trustee's principal agency in the Borough of Manhattan, the City of New York,
which currently is located at ---------------------------------------------.

                  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 the Borough of Manhattan, the City of New York for such purposes. The Company
shall 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.

                                       23
<PAGE>

SECTION 4.03            REPORTS.

        (a) Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company covenants and agrees to file with the Trustee, and to
provide by mail to each Holder, within 15 days after the Company is or would be
required to file the same with the SEC, copies of the annual reports, quarterly
reports and the information, documents and other reports which the Company is or
would be required to file with the SEC pursuant to Section 13 or Section 15(d)
of the Exchange Act.

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

        (c) The Company covenants and agrees to furnish to the Trustee within
120 days of the end of each fiscal year, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act.

        (d) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.04            COMPLIANCE CERTIFICATE.

        (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default, Event
of Default or other instance of non-compliance with any of the terms of this
Indenture shall have occurred, describing all such Defaults, Events of Default
or instances of non-compliance of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of, premium,
if any, or interest on the Securities is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto.

        (b) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any Officer of the Company becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such

                                       24
<PAGE>

Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

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

SECTION 4.05            CONTINUED EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its existence as a corporation, and the corporate, partnership or other
existence of each of its Significant Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to
time) of the Company or any such Significant Subsidiary and (ii) the rights
(charter and statutory), licenses and franchises of the Company and any of its
Significant Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Significant Subsidiaries, 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 its Significant
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Securities.

SECTION 4.06            STAY, EXTENSION AND USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that 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 shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01            MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  The Company may consolidate or merge with or into, convert
itself into, or sell, assign, transfer, lease, convey or otherwise dispose of
(including any such disposition that might be deemed to occur as a result of the
conversion of the Company into another form of organization) all or
substantially all of its properties or assets in one or more related
transactions, to another Person (other than an individual, a government or an
agency or political subdivision of a government), but only if (a) either (i) the
Company is the surviving entity or (ii) the Person formed by or surviving any
such consolidation, merger or conversion (if other than the Company) or to which
such sale, assignment, transfer, lease, conveyance or other disposition shall
have been made is a Person organized or existing under the laws of the United

                                       25
<PAGE>

States, any state thereof or the District of Columbia; (b) the Person formed by
or surviving any such consolidation, merger or conversion (if other than the
Company) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations
of the Company under the Securities and this Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; and (c)
immediately after such transaction no Default or Event of Default exists. If the
Company requests the Trustee to enter into any supplemental indenture, or to
take any other action, as a result of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the Company will
also furnish to the Trustee an Officer's Certificate and an Opinion of Counsel,
each to the effect that the conditions precedent set forth in this Section 5.01
have been complied with.

SECTION 5.02            SUCCESSOR PERSON SUBSTITUTED.

                  Upon any consolidation, merger or conversion, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.01
hereof, the successor Person formed by such consolidation or into or with which
the Company is merged or converted or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
conversion, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the "Company" shall refer instead to the successor Person
and not to the Company), 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; PROVIDED, HOWEVER, that the predecessor Company
shall not be relieved from the obligation to pay the principal of and interest
on the Securities except in the case of a sale of all of the Company's assets
that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01            EVENTS OF DEFAULT.

                  An "Event of Default," with respect to Securities of any
series shall have occurred if:

        (a) the Company defaults in the payment when due of interest on, with
respect to, any Security of that series and such default continues for a period
of 5 days;

        (b) the Company defaults in the payment when due of principal of or
premium, if any, on, or sinking fund payment with respect to, any Security of
that series when the same becomes due and payable at maturity, upon redemption
or otherwise;

        (c) the Company fails to comply with any of the provisions of section
5.01 hereof;

        (d) the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture, with respect to
any Security of that series for 30 days after notice to comply;

                                       26
<PAGE>

        (e) the Company, pursuant to or within the meaning of any Bankruptcy
Law:

            (i) commences a voluntary case,

            (ii) consents to the entry of an order for relief against it in an
involuntary case,

            (iii) consents to the appointment of a custodian of it or for all or
substantially all of its property,

            (iv) makes a general assignment for the benefit of its creditors, or

            (v) generally is not paying its debts as they become due;

        (f) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

            (i) is for relief against the Company in an involuntary case;

            (ii) appoints a custodian of the Company for all or substantially
all of the property of the Company; or

            (iii) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days;

        (g) any other event provided with respect to Securities of that series
in the terms thereof.

                  The term "CUSTODIAN" as used in this Article 6 means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

                  A Default under clause (d) with respect to the Securities of
any series is not an Event of Default until the Trustee notifies the Company, or
the Holders of at least 25% in principal amount of the then outstanding
Securities of such series and of all Pari Passu Series with respect to which
such Default shall have occurred (treating such series and all Pari Passu Series
as a single class) notify the Company and the Trustee, of the Default and the
Company does not cure the Default within 30 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "NOTICE OF DEFAULT."

SECTION 6.02            ACCELERATION.

                  If any Event of Default with respect to any series of
Securities (other than an Event of Default specified in clause (e) or (f) of
Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Securities of such series
and of all Pari Passu Series with respect to which such Event of Default shall
have occurred (treating such series and all Pari Passu Series as a single class)
may declare all the Securities of such series to be due and payable immediately.
Upon any such declaration, the principal of, premium, if any, and accrued and
unpaid interest with respect to the Securities of all such series shall become

                                       27
<PAGE>

due and payable immediately. Notwithstanding the foregoing, if an Event of
Default specified in clause (e) or (f) of Section 6.01 hereof occurs with
respect to the Company, all outstanding Securities of all series shall be due
and payable immediately without further action or notice, PROVIDED that the
payment of principal and interest on such Securities shall remain subordinated
to the extent provided in Article 10.

SECTION 6.03            OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Security in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.

SECTION 6.04            WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION.

                  Holders of a majority in aggregate principal amount of the
then outstanding Securities of a series and of all Pari Passu Series affected
(treating all such series as a single class) may, by notice to the Trustee on
behalf of the Holders of all of the Securities of all such series, waive an
existing Default or Event of Default and its consequences hereunder (including
in connection with an offer to purchase or exchange), except a continuing
Default or Event of Default in the payment of the principal of, premium, if any,
interest on, or any sinking fund payment with respect to, the Securities of such
series, and except a continuing Default or Event of Default under any provision
of this Indenture that, under Section 9.02, cannot be modified or waived without
the consent of a greater number of Holders or of each Holder affected. Upon any
such waiver, such Default or Event of Default 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 Event of Default or impair any right consequent
thereon. The Holders of a majority in aggregate principal amount of the then
outstanding Securities of a series and of all Pari Passu Series affected may
also rescind an acceleration and its consequences with respect to all such
series, including any related payment default that resulted from such
acceleration, but not including any other payment default.

SECTION 6.05            CONTROL BY MAJORITY.

                  Holders of a majority in principal amount of the then
outstanding Securities of all Pari Passu Series affected (treating all such
series as a single class) may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it; provided that

                  (i)      such direction shall not be in conflict with any law
                           or rule or with this Indenture;

                                       28
<PAGE>

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

                  (iii)    the Trustee need not take any action which might
                           involve it in personal liability or be unduly
                           prejudicial to the Holders of Securities of such
                           series not joining therein.

SECTION 6.06            LIMITATION ON SUITS.

                  A Holder of a Security of any series may pursue a remedy with
respect to this Indenture or the Securities of such series only if:

        (a) the Holder of a Security of such series gives to the Trustee written
notice of a continuing Event of Default;

        (b) the Holders of at least 25% in principal amount of the then
outstanding Securities of such series and of all Pari Passu Series affected
(treating all such series as a single class) make a written request to the
Trustee to pursue the remedy;

        (c) such Holder or Holders offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

        (d) the Trustee does not comply with the request within 30 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

        (e) during such 30-day period the Holders of a majority in principal
amount of the then outstanding Securities of such series and of all Pari Passu
Series affected (treating all such series as a single class) do not give the
Trustee a direction inconsistent with the request.

                  A Holder of a Security may not use this Indenture to prejudice
the rights of another Holder of a Security or to obtain a preference or priority
over another Holder of a Security.

SECTION 6.07            RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security of any series to receive payment of principal,
premium, if any, and interest on such Security on or after the respective due
dates expressed in such Security (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

SECTION 6.08            COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing with respect to any series of Securities, the Trustee
is authorized to recover judgment in its own name and as Trustee of an express
trust against the Company for the whole amount of principal of, premium, if any,
and interest remaining unpaid on such Securities and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall

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<PAGE>

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.

SECTION 6.09            TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to 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 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10            PRIORITIES.

                  If the Trustee collects any money or other property pursuant
to this Article, it shall pay out the money or other property in the following
order:

                  FIRST: to the Trustee, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;

                  SECOND: to Holders of Securities for amounts due and unpaid on
the Securities for principal, premium, if any, interest and any other amounts,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal, premium, if any, interest and
other amounts, respectively; and

                  THIRD:  to the Company or to such party as a court of
competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Securities pursuant to this Section 6.10.

                                       30
<PAGE>

SECTION 6.11            UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Security pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Securities of any
series.

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01            DUTIES OF TRUSTEE.

        (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture or
an indenture supplemental hereto, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of its own affairs.

        (b) Except during the continuance of an Event of Default:

                  (i)      the duties of the Trustee shall be determined solely
                           by the express provisions of this Indenture or an
                           indenture supplemental hereto, and the Trustee need
                           perform only those duties that are specifically set
                           forth in this Indenture or an indenture supplemental
                           hereto and no others, and no implied covenants or
                           obligations shall be read into this Indenture or an
                           indenture supplemental hereto against the Trustee;
                           and

                  (ii)     in the absence of bad faith on its part, the Trustee
                           may conclusively rely, as to the truth of the
                           statements and the correctness of the opinions
                           expressed therein, upon certificates or opinions
                           furnished to the Trustee and conforming to the
                           requirements of this Indenture. However, the Trustee
                           shall examine the certificates and opinions to
                           determine whether or not they conform to the
                           requirements of this Indenture.

        (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i)      this paragraph does not limit the effect of paragraph
                           (b) of this Section;

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

                                       31
<PAGE>

                  (iii)    the Trustee shall not be liable with respect to any
                           action it takes or omits to take in good faith in
                           accordance with a direction received by it pursuant
                           to Section 6.05 hereof.

        (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

        (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

        (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02            RIGHTS OF TRUSTEE.

        (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

        (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. 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 from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

        (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

        (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

        (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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

                                       32
<PAGE>

SECTION 7.03            INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
any Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (within the meaning of TIA ss. 310(b)) it must eliminate such
conflicting interest within 90 days after Default, apply to the SEC for
permission to continue as trustee, or resign. Any Agent may do the same with
like rights and duties.

SECTION 7.04            TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities or any money paid to the Company or upon the Company's
direction under any provision of this Indenture; it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee; and it shall not be responsible for any statement or recital herein or
any statement in the Securities or any other document in connection with the
sale of the Securities or pursuant to this Indenture other than its certificate
of authentication.

SECTION 7.05            NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if a Responsible Officer of the Trustee has actual knowledge of such Default or
Event of Default, the Trustee shall mail to Holders of Securities a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, or interest
on, any Security, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Securities.

SECTION 7.06            REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES.

                  On or before July 31 of each year, beginning with the July 31
following the date on which Securities are first issued under this Indenture,
and for so long as Securities remain outstanding, the Trustee shall mail to the
Holders of the Securities a brief report dated as of such reporting date that
complies with TIA ss. 313(a) (but if no event described in TIA ss. 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA ss. 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA ss. 313(c). A
copy of each report at the time of its mailing to the Holders of Securities
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Securities are listed in accordance with TIA ss. 313(d). The Company
shall promptly notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 7.07            COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
Company and Trustee have separately agreed. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The

                                       33
<PAGE>

Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or willful misconduct. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim, and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel, and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture, and the removal or
resignation of the Trustee.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of,
premium, if any, and interest on particular Securities. Such lien shall survive
the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(e) or (f) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

SECTION 7.08            REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign with respect to one or more or all
series of Securities at any time and be discharged from the trust hereby created
by so notifying the Company in writing. The Holders of a majority in principal
amount of the then outstanding Securities of any series may remove the Trustee
with respect to such series by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if:

        (a) the Trustee ceases to be eligible in accordance with Section 7.10
hereof;

        (b) the Trustee is adjudged bankrupt or insolvent or an order for relief
is entered with respect to the Trustee under any Bankruptcy Law;

                                       34
<PAGE>

        (c) a custodian or public officer takes charge of the Trustee or its
property; or

        (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities of
a series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company with respect to that series of Securities.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of at least 10% in principal amount of the then
outstanding Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder of a
Security who has been a Holder of a Security for at least six months, ceases to
be eligible in accordance with Section 7.10, such Holder of a Security may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall mail
a notice of its succession to Holders of the Securities. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, PROVIDED all sums owing to the Trustee hereunder have been paid and
subject to the lien provided for in Section 7.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company's
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee.

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

SECTION 7.09            SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

                                       35
<PAGE>

SECTION 7.10            ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trust powers, that is subject to supervision or examination by federal
or state authorities and that has a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

SECTION 7.11            PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA ss. 311(a), excluding any
creditor relationship described in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                    ARTICLE 8
      LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE

SECTION 8.01            OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                        DEFEASANCE; ALTERNATIVE SATISFACTION AND DISCHARGE.

        (a) The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof, with such modifications thereto as may
be specified in the Board Resolution or supplemental indenture establishing a
particular series of Securities, be applied to all outstanding Securities of one
or more series upon compliance with the conditions set forth below in this
Article 8.

        (b) As an alternative to having Section 8.02 or 8.03 be applied to all
outstanding Securities of one or more series, the Company may terminate its
obligations under the Securities of one or more series and its obligations under
this Indenture in respect of such series of Securities (except those obligations
referred to in the penultimate paragraph of this Section 8.01(b), and any
obligation of the Company to convert or exchange Securities of such series as
expressly provided for in the Board Resolution or indenture supplemental hereto
establishing such Series) (1) if (i) all Securities of such series theretofore
authenticated and delivered (except lost, stolen or destroyed Securities that
have been replaced or paid and Securities for whose payment cash in United
States dollars 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 8.06) have been delivered to the Trustee for
cancellation; (ii) the Company has paid all sums payable by it hereunder or
under the applicable Board Resolution or indenture supplemental hereto in
respect of such series of Securities; and (iii) the Company shall have delivered
to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the satisfaction and discharge of this
Indenture have been complied with; or (2) if (i) either (A) in the case of a
series of Securities redeemable prior to its stated maturity, the Company shall,
pursuant to Article 3, have given notice to the Trustee and mailed a notice of

                                       36
<PAGE>

redemption to each Holder of Securities of such series of the redemption of all
of such Securities under arrangements satisfactory to the Trustee for the giving
of such notice or (B) all Securities of such series have otherwise become due
and payable hereunder or will become due and payable within one year; (ii) the
Company shall have irrevocably deposited or caused to be deposited with the
Trustee (or a trustee satisfactory to the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee),
as trust funds in trust solely for the benefit of the Holders of Securities of
such series for that purpose, cash in United States dollars in such amount as is
sufficient without consideration of reinvestment of interest or other earnings
on such cash, to pay the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for the principal of, premium, if
any, and interest on the outstanding Securities of such series 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; (iii) no Default or
Event of Default with respect to this Indenture or the Securities shall have
occurred and be continuing on the date of such deposit or shall occur as a
result of such deposit and such deposit will not result in a breach or violation
of, or constitute a default under, any other instrument to which the Company is
bound; (iv) the Company shall have paid all other sums payable by it hereunder
in respect of Securities of such series; and (v) the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent relating to the satisfaction and
discharge of this Indenture have been complied with.

                                    Notwithstanding the foregoing paragraph, the
Company's obligations in Sections 2.07, 2.08, 2.09, 2.10, 4.01, including any
provision of the applicable Board Resolution or indenture supplemental hereto
relating to the payment of principal, premium or interest, 4.02, 7.07, 8.06 and
8.07 shall survive with respect to the Securities of the applicable series until
they are no longer outstanding pursuant to the last paragraph of Section 2.10.
After the Securities of the applicable series are no longer outstanding, the
Issuer's obligations in Sections 7.07, 8.06 and 8.07 shall survive in respect of
Securities of the applicable series.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under the Securities of the applicable series and the Company's obligations
under this Indenture with respect to the Securities of such series, except for
those surviving obligations specified above.

SECTION 8.02            LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02 relating to one or more series of
Securities, the Company shall, upon the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Securities of such series on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the outstanding
Securities of the applicable series, which shall thereafter be deemed to be
"OUTSTANDING" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all of its other obligations under the Securities of the applicable
series and under the provisions of this Indenture applicable to such series (and
the Trustee, on demand of and at the expense of the Company, shall execute

                                       37
<PAGE>

proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Securities of the applicable series to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest, on such Securities when such payments are due, (b) the
Company's Obligations with respect to such Securities under Article 2 and
Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder, and the Company's obligations in connection therewith and
(d) this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

SECTION 8.03            COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03 relating to one or more series of
Securities, the Company shall, upon the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from its obligations under the covenants
contained in Sections 4.03, 4.04, 4.05 and 4.06 hereof with respect to the
outstanding Securities of the applicable series, and under any other covenants
specified in the supplemental indenture or other terms of the applicable series
as covenants to which this Section 8.03 apply, on and after the date the
conditions set forth below are satisfied (hereinafter, "COVENANT DEFEASANCE"),
and the Securities of the applicable series shall thereafter be deemed not
"OUTSTANDING" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "OUTSTANDING" for all other purposes
hereunder (it being understood that the Securities of the applicable series
shall not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the "OUTSTANDING" Securities of
the applicable series, 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
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 8.04            CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more
series:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

        (a) the Company must irrevocably deposit with the Trustee, (or another
trustee satisfying the requirements of Section 7.10, who shall agree to comply
with the provisions of this Article 8 applicable to it) in trust, for the
benefit of the Holders of the Securities of the applicable series, (i) an amount
of cash in United States dollars, (ii) non-callable U.S. Government Obligations
which, through scheduled payment of principal and interest in respect thereof in
accordance with their terms, will provide, not later than one Business Day

                                       38
<PAGE>

before the due date of any payment of principal of, premium, if any, or interest
on the Securities of such series, cash in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, interest and premium,
if any, on the outstanding Securities of the applicable series on the Stated
Maturity or on the applicable redemption date, as the case may be, and any
mandatory sinking fund payments applicable to the Securities of such series on
the day on which such payments are due, and the Company must specify whether the
Securities of the applicable series are being defeased to maturity or to a
particular redemption date;

        (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Securities of the applicable series will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

        (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Securities of the applicable series will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

        (d) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as
Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending
on the 91st day after the date of deposit (or greater period of time in which
any such deposit of trust funds may remain subject to bankruptcy or insolvency
laws insofar as those apply to the deposit by the Company);

        (e) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.05            DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
                        HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.06 hereof, all money and non-callable
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "TRUSTEE") pursuant to Section 8.04 hereof in respect of the
outstanding Securities of the applicable series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and

                                       39
<PAGE>

this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as 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, premium, if any, and interest, but such money 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 cash or non-callable
U.S. Government Obligations deposited pursuant to Section 8.04 hereof 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 the
outstanding Securities of the applicable series.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable U.S. Government Obligations
held by it as provided in Section 8.04 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance of the applicable series.

SECTION 8.06            REPAYMENT TO COMPANY.

                  Any money and U.S. Government Obligations deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium or interest on any Security and remaining
unclaimed for two years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Company on its request or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such money and
U.S. Government Obligations, 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 the NEW YORK TIMES and THE
WALL STREET JOURNAL (national edition), 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 notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 8.07            REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable U.S. Government Obligations deposited pursuant to
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations of the Company
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; PROVIDED,

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<PAGE>


HOWEVER, that, if the Company makes any payment of principal of, premium or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01            WITHOUT CONSENT OF HOLDERS OF SECURITIES.

                  Notwithstanding Section 9.02 of this Indenture, the Company
and the Trustee may amend or supplement this Indenture or the Securities without
the consent of any Holder of a Security:

        (a) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 5
hereof;

        (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities stating that such covenants are expressly being
included for the benefit of such series) as the Board of Directors and the
Trustee shall consider to be for the protection of the Holders of such
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions or conditions a
default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction or
condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;

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

        (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture; provided that any such action shall not adversely
affect the interests of the Holders of the Securities;

        (e) to evidence and provide for the acceptance of appointment hereunder
by a successor trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
7.08;

        (f) to make any change that does not adversely affect the rights of any
Holder; or

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<PAGE>

        (g) to provide for the issuance of and establish the form and terms and
conditions of the Securities of any series, to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture
or any series of Securities, or to add to the rights of the Holders of any
series of Securities.

                  Upon the request of the Company accompanied by a copy of a
Board Resolution, certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of the certificate, authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02            WITH CONSENT OF HOLDERS OF SECURITIES.

                  Except as provided below in this Section 9.02, the Company and
the Trustee may amend or supplement this Indenture, or the Securities of any
series may be amended or supplemented, with the consent of the Holders of a
majority in principal amount of the Securities then outstanding of all series
affected by such supplemental indenture (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium or interest on the Securities) or
compliance with any provision of this Indenture or the Securities of such series
may be waived with the consent of the Holders of a majority in principal amount
of the Securities then outstanding of all series affected by such waiver
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for the Securities). Any amendment to the
provisions of Article 10 hereof will require the consent of the Holders of at
least 75% in aggregate principal amount of the Securities then outstanding of
all series affected by such amendment (treating all series that are Pari Passu
Series with respected to each other as a single class) if such amendment would
adversely affect the rights of Holders of such Securities.

                  For purposes of determining the consent required under this
Section 9.02 all Pari Passu Series shall be treated as a single class.

                  Upon the request of the Company accompanied by a copy of a
Board Resolution, certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of the certificate, authorizing the execution of
any such amended or supplemental indenture, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders of
Securities of each such series as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02(b) hereof, the Trustee shall join with
the Company in the execution of such amended or supplemental indenture unless
such amended or supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may

                                       42
<PAGE>

in its discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 9.02 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Securities of
such series affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amended or supplemental indenture or waiver.

                  However, without the consent of each Holder of Securities
affected an  amendment or waiver may not:

        (a) reduce the principal amount of the Securities of any series whose
Holders must consent to an amendment, supplement or waiver;

        (b) reduce the principal of or change the fixed maturity of the
principal of, premium, if any, or mandatory sinking fund obligation, if any,
with respect to any Securities of any series or alter the provisions with
respect to the redemption of the Securities;

        (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Security of any series;

        (d) waive a Default or Event of Default in the payment of principal of
or interest or premium on the Securities of any series (except a rescission of
acceleration of the Securities by the Holders of a majority in aggregate
principal amount of the Securities of any one or more affected series and a
waiver of the payment default that resulted from such acceleration);

        (e) make any Security of any series payable in currency other than that
stated in the Securities of such series;

        (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Securities to receive
payments of principal of or interest or premium on the Securities;

        (g) waive a redemption payment with respect to any Security; or

        (h) make any change in Section 6.04 or 6.07 hereof or in the amendment
and waiver provisions of Section 9.01 or this Section 9.02.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the
Securities shall be set forth in an amended or supplemental indenture that
complies with the TIA as then in effect.

                                       43
<PAGE>

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Security is a continuing consent by the Holder of
a Security and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder's Securities, even if
notation of the consent is not made on any Securities. However, any such Holder
of a Security or subsequent Holder of a Security may revoke the consent as to
its Securities if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

SECTION 9.05.     NOTATION ON OR EXCHANGE OF SECURITIES.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Securities thereafter authenticated. The
Company in exchange for all Securities may issue and the Trustee shall
authenticate new Securities that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or to issue new
Securities shall not affect the validity and effect of such amendment,
supplement or waiver.

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Company may not sign an amendment or supplemental
indenture until its Board of Directors approves it. The Trustee shall sign any
amendment or supplemental indenture authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing or refusing to sign such amendment or supplemental
indenture, the Trustee shall be entitled to receive and shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms.

                                   ARTICLE 10.
                                  SUBORDINATION

SECTION 10.01.    AGREEMENT TO SUBORDINATE.

        (a) The Company agrees, and each Holder by accepting a Security agrees,
that the Indebtedness evidenced by the Securities is subordinated in right of
payment, to the extent and in the manner provided in this Article, to the prior
payment in full of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

        (b) If any holder of Senior Debt is required by any court or otherwise
to return to the Company, or any Custodian, trustee, or similar official acting
in relation to the Company, any amount paid by the Company to such holder of
Senior Debt, the provisions of this Article 10, to the extent theretofore
discharged, shall be reinstated in full force and effect; PROVIDED, HOWEVER,

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<PAGE>

that any amounts paid pursuant to this Indenture to Holders of Securities shall
not be subject to disgorgement pursuant to the provisions of this paragraph (b).

SECTION 10.02.    CERTAIN DEFINITIONS.

                  "DESIGNATED SENIOR DEBT" means (i) the Senior Bank Debt and
(ii) any other Senior Debt permitted under this Indenture the principal amount
of which at least the amount specified in the applicable supplemental indenture
and that has been designated by the Company as "DESIGNATED SENIOR DEBT."

                  "REPRESENTATIVE" means the indenture trustee or other trustee,
agent or representative for any Senior Debt.

                  A "DISTRIBUTION" may consist of cash, securities or other
property, by set-off or otherwise.

SECTION 10.03.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, an assignment for the benefit of creditors or any marshalling of the
Company's assets and liabilities:

                  (1) holders of Senior Debt shall be entitled to receive
payment in full of all Obligations due in respect of such Senior Debt (including
interest after the commencement of any such proceeding at the rate specified in
the applicable Senior Debt) before the Holders of Securities shall be entitled
to receive any payment with respect to the Securities (except that Holders may
receive (i) securities that are subordinated to at least the same extent as the
Securities to (a) Senior Debt and (b) any securities issued in exchange for
Senior Debt and (ii) payments and other distributions made from any defeasance
trust created pursuant to Section 8.05 hereof); and

                  (2) until all Obligations with respect to Senior Debt (as
provided in subsection (1) above) are paid in full, any distribution to which
the Holders of Securities would be entitled but for this Article shall be made
to holders of Senior Debt (except that Holders may receive (i) securities that
are subordinated to at least the same extent as the Securities to (a) Senior
Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments
and other distributions made from any defeasance trust created pursuant to
Section 8.05 hereof), as their interests may appear.

SECTION 10.04.    DEFAULT ON DESIGNATED SENIOR DEBT.

        (a) The Company may not make any payment or distribution to the Trustee
or any Holder in respect of the Securities and may not acquire from the Trustee
or any Holder any Securities for cash or property (other than (1) securities
that are subordinated to at least the same extent as the Securities to (A)
Senior Debt and (B) any securities issued in exchange for Senior Debt and (2)
payments and other distributions made from any defeasance trust created pursuant

                                       45
<PAGE>

to Section 8.05 hereof) until all principal and other Obligations with respect
to the Senior Debt have been paid in full if:

            (1) a default in the payment of the principal of, premium, if any,
or interest on Designated Senior Debt occurs and is continuing beyond any
applicable grace period in the agreement, indenture or other document governing
such Designated Senior Debt; or

            (2) a default, other than a default specified in Section
10.04(a)(1), on Designated Senior Debt occurs and is continuing with respect to
Designated Senior Debt that then permits holders of the Designated Senior Debt
as to which such default relates to accelerate its maturity and the Trustee
receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Person who
may give it pursuant to Section 10.12 hereof. If the Trustee receives any such
Payment Blockage Notice, no subsequent Payment Blockage Notice shall be
effective for purposes of this Section unless and until (I) at least 360 days
shall have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice and (II) all scheduled payments of principal and premium, if
any, and interest on the Securities that have come due (other than by reason of
acceleration) have been paid in full in cash. No default described in this
paragraph (2) that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

        (b)        The Company may and shall resume payments on and
distributions in respect of the Securities and may acquire them:

                  (i)      in the case of a default described in Section
                           10.04(a)(1), upon the date on which the default is
                           cured or waived, and

                  (ii)     in the case of a default referred to in Section
                           10.04(a)(2) hereof, the earlier of the date on which
                           such default is cured or waived or 179 days after the
                           date on which the applicable Payment Blockage Notice
                           is received, unless the maturity of any Designated
                           Senior Debt has been accelerated,

                  if this Article otherwise permits the payment, distribution or
acquisition at the time of such payment or acquisition.

SECTION 10.05.    ACCELERATION OF SECURITIES.

                  If payment of the Securities is accelerated because of an
Event of Default, the Company shall promptly notify holders of Senior Debt of
the acceleration.

SECTION 10.06.    WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Securities at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.04 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary

                                       46
<PAGE>

to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or gross negligence of the
Trustee.

SECTION 10.07.    NOTICE BY COMPANY.

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
Obligations with respect to the Securities to violate this Article, but failure
to give such notice shall not affect the subordination of the Securities to the
Senior Debt as provided in this Article.

SECTION 10.08.    SUBROGATION.

                  After all Senior Debt is paid in full and until the Securities
are paid in full, Holders shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Securities) to the rights of holders of
Senior Debt to receive distributions applicable to Senior Debt to the extent
that distributions otherwise payable to the Holders have been applied to the
payment of Senior Debt. A distribution made under this Article to holders of
Senior Debt that otherwise would have been made to Holders is not, as between
the Company and Holders, a payment by the Company on the Senior Debt.

SECTION 10.09.    RELATIVE RIGHTS.

                  This Article defines the relative rights of Holders and
holders of Senior Debt. Nothing in this Indenture shall:

                  (i)      impair, as between the Company and Holders, the
                           obligation of the Company, which is absolute and
                           unconditional, to pay principal of, premium, if any,
                           and interest on the Securities in accordance with
                           their terms;

                  (ii)     affect the relative rights of Holders and creditors
                           of the Company other than rights of Holders of the
                           Securities in relation to holders of Senior Debt; or

                  (iii)    prevent the Trustee or any Holder from exercising its
                           available remedies upon a Default or Event of
                           Default, subject to the rights of holders and owners
                           of Senior Debt to receive distributions and payments
                           otherwise payable to Holders.

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<PAGE>

                  If the Company fails because of this Article to pay principal
of or interest on a Security on the due date, the failure is still a Default or
Event of Default.

SECTION 10.10.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

                  No right of any holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any Holder or by the failure of
the Company or any Holder to comply with this Indenture.

SECTION 10.11.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.12.    RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and any Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
the Corporate Trust Office of the Trustee at least five Business Days prior to
the date of such payment written notice of facts that would cause the payment of
any Obligations with respect to the Securities to violate this Article or a
Responsible Officer of the Trustee otherwise has actual knowledge of such facts.
Only the Company or a Representative may give the notice. Nothing in this
Article 10 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

SECTION 10.13.    AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of a Security by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article 10, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the

                                       48
<PAGE>

time to file such claim, the agent under the Credit Facility (or in the absence
of such agent, the lender) is hereby authorized to file an appropriate claim for
and on behalf of the Holders of the Securities.

                                   ARTICLE 11.
                               MEETINGS OF HOLDERS

SECTION 11.01.    PURPOSES FOR WHICH MEETING MAY BE CALLED.

                  A meeting of Holders of Securities of any series may be called
at any time and from time to time pursuant to this Article 11 to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

SECTION 11.02.    CALL, NOTICE AND PLACE OF MEETINGS.

        (a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 11.01, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, or in
such other place as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 12.02, not less than
20 nor more than 180 days prior to the date fixed for the meeting.

        (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 11.01 by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of such meeting within 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (a) of this Section.

SECTION 11.03.    PERSONS ENTITLED TO VOTE AT MEETINGS.

                  To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (a) a Holder of one or more outstanding
Securities of such series, or (b) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more outstanding Securities of such
series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 11.04.    QUORUM; ACTION.

                  The Persons entitled to vote a majority in principal amount of
the outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action

                                       49
<PAGE>

is to be taken at such meeting with respect to a consent or waiver which this
Indenture (or any Board Resolution or indenture supplemental hereto establishing
a series of Securities hereunder) expressly provides may be given by the Holders
of more or less than a majority in principal amount of the outstanding
Securities of a series, the Persons entitled to vote such percentage in
principal amount of the outstanding Securities of such series shall constitute a
quorum. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any such adjourned meeting shall be given as provided in Section
11.02(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the outstanding
Securities of such series which shall constitute a quorum.

                  Except as otherwise provided in Section 6.02 or 9.02 (or in
any Board Resolution or indenture supplemental hereto establishing a series of
Securities hereunder), any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted
only by the affirmative vote of the Holders of a majority in principal amount of
the outstanding Securities of that series; provided, however, that, except as
otherwise provided in Section 6.02 or 9.02 (or in any Board Resolution or
indenture supplemental hereto establishing a series of Securities hereunder),
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture or any supplemental
indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of the outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the outstanding Securities
of such series.

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

SECTION 11.05.    DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
                  MEETINGS.

        (a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1.05 and the
appointment of any proxy shall be proved in the manner specified in Section

                                       50
<PAGE>

1.05. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.05 or other proof.

        (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 11.02(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote at least a majority in principal amount of
the outstanding Securities of such series represented at the meeting.

        (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $25 principal amount of the outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

        (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 11.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote at least a majority in principal amount
of the outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 11.06.    COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

        (a) The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 11.02 and, if
applicable, Section 11.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                       51
<PAGE>

SECTION 11.07.    ARTICLE SUBJECT TO OTHER PROVISIONS.

                  Each provision of this Article 11 (whether or not expressly so
stated) is subject to any other provision of this Indenture (or any Board
Resolution or supplemental indenture establishing a series of Securities
hereunder) that provides that Securities of different series constitute a single
class.

                                   ARTICLE 12.
                                  MISCELLANEOUS

SECTION 12.01.    TRUST INDENTURE ACT CONTROLS.

                  This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

SECTION 12.02.    NOTICES.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                  If to the Company:

                           Harleysville Group Inc.
                           355 Maple Avenue
                           Harleysville, PA  19438-2297
                           Facsimile No.:  (215) 256-5627
                           Attention: Bruce J. Magee, Senior Vice President
                                         and Chief Financial Officer


                  If to the Trustee:

                           J.P. Morgan Trust Company, National Association





                  The Company or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged or confirmed, if

                                       52
<PAGE>

telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail or by overnight courier guaranteeing next day delivery to its
address shown on the register kept by the Registrar. Any notice or communication
shall also be so mailed to any Person described in TIA ss. 313(c), to the extent
required by the TIA. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03.    COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF
                  SECURITIES.

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

SECTION 12.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

        (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

        (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 12.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

        (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

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

                                       53
<PAGE>

        (c) a statement that, in the opinion of such Person, he or she 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
satisfied; and

        (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

SECTION 12.06.    RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 12.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  STOCKHOLDERS.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Securities, this Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Securities by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the Securities.

SECTION 12.08.    GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE AND ENFORCE THIS INDENTURE AND THE SECURITIES.

SECTION 12.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 12.10.    SUCCESSORS.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

SECTION 12.11.    SEVERABILITY.

                  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.

                                       54
<PAGE>

SECTION 12.12.    COUNTERPART ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement. This Indenture will be effective when each party shall have
signed and delivered (including delivery by facsimile transmission), one or more
counterparts to the other, but it shall not be necessary for both parties to
sign the same counterpart.

SECTION 12.13.    TABLE OF CONTENTS, HEADINGS, ETC.

                  The Table of Contents and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.



                            [Signature Page Follows]

                                       55
<PAGE>

                                   SIGNATURES



                  IN WITNESS WHEREOF, the parties have executed this Indenture
as of the date first written above.



                                        HARLEYSVILLE GROUP INC.



                                        By________________________________
                                        Name:
                                        Title:

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


By__________________________
Name:
Title:

                                       56
<PAGE>

                                   EXHIBIT A-1

                                 (Face of Note)



                  __% [Series__] Subordinated Note due [_____]



[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]



CUSIP:

No:                                                             $______________



                             HARLEYSVILLE GROUP INC.



promises to pay to ______________ or registered assigns, the principal sum
of ______________


Dollars on _____________.

Interest Payment Dates: _____________.

Record Dates: _____________.






                                            HARLEYSVILLE GROUP INC.


                                            By:______________________________

                                            Name:

                                            Title:

                                       57
<PAGE>



This is one of the

Notes referred to in the

within-mentioned Indenture:



------------------------------,

as Trustee



By: __________________________________

Authorized Officer



                                       58
<PAGE>


                                 (Back of Note)


                  __% [Series __] Subordinated Note due [____]

                  Capitalized terms used herein have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

                  1. INTEREST. Harleysville Group Inc., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at __% per annum from [__________] until maturity. The Company will pay interest
[__________] on _________ and _________ of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be ___________. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the ________ or ________ next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.14
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be 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.

                  3. PAYING AGENT AND REGISTRAR. Initially,
_____________________, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company may act in any such capacity.

                  4. INDENTURE. The Company issued the Notes under an Indenture
dated as of _____________ (the "Indenture") between the Company and the Trustee.
The terms of the Notes include those stated in the Indenture and in [a
Supplemental Indenture] [resolutions of [the [___] Committee of ] the Company's
Board of Directors] dated______, and those terms made part of the Indenture by

                                       59
<PAGE>

reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of such terms. The
Notes are general obligations of the Company. "Notes" means this Note and all
other Notes of the series of which this Note is a part. The Notes are
"Securities" within the meaning of the Indenture, and references in the
Indenture to "Securities" (including terms such as "Global Securities") include
the Notes (and any "Global Notes" as used herein).

                  5. Optional Redemption.

                  [(a)] The Notes will not be redeemable at the Company's option
prior to _____________. The Notes may be redeemed, in whole or in part, at the
option of the Company on or after _____________, at the redemption prices
specified below (expressed as percentages of the principal amount thereof), in
each case, together with accrued and unpaid interest, hereon to the date of
redemption, upon not less than 30 nor more than 60 days' notice, if redeemed
during the twelve-month period beginning on ___________ of the years indicated
below:



                                                                REDEMPTION

YEAR                                                               PRICE








                  [(b) Notwithstanding the foregoing, prior to ____________, the
Company may, on any one or more occasions, use the net proceeds of one or more
offerings of its capital stock to redeem up to __% of the aggregate principal
amount of all notes that had been issued under the Indenture up to the time of
redemption at a redemption price of __% the principal amount of the notes
redeemed, plus accrued and unpaid interest, to the date of redemption; provided
that, after any such redemption, the aggregate principal amount of the Notes
outstanding (excluding Notes held by the Company and its Subsidiaries) must
equal at least __% of the Notes that had been issued under the Indenture up to
the time of redemption; and provided further, that any such redemption shall
occur within 90 days of the date of closing of such offering of Capital Stock of
the Company.]

                                       60
<PAGE>

                  6. MANDATORY REDEMPTION. [The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.]
or [Describe mandatory redemption or sinking fund provisions.]

                  7. NOTICE OF REDEMPTION. Notice of Redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in all appropriate denominations. The transfer
of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not transfer or exchange any Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, it need not transfer or exchange any Note for a period
of 15 days before a selection of Notes to be redeemed.

                  9. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes.

                  10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes and other series of Securities affected (treating the Notes and such other
series as a single class), and any existing default or compliance with any
provision of the Indenture, the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
other series of Securities affected (treating the Notes and such other series as
a single class). Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

                  11. DEFAULTS AND REMEDIES. Each of the following constitutes
an Event of Default: (i) default by the Company in the payment of interest on
the Notes when the same becomes due and payable and default continues for a
period of 30 days; (ii) default by the Company in the payment of the principal
of or premium, if any, on the Notes when the same becomes due and payable at
maturity, upon redemption or otherwise; (iii) failure by the Company to comply
with Section 5.01 of the Indenture; (iv) failure by the Company for 30 days

                                       61
<PAGE>

after notice to comply with any of its other agreements in the Indenture or the
Notes and (v) certain events of bankruptcy or insolvency with respect to the
Company. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes and
other series of Securities affected (treating the Notes and such other series as
a single class) may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, all
outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes and other series of Securities
affected (treating the Notes and such other series as a single class) may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes and other
series of Securities affected (treating the Notes and such other series as a
single class) and other series of Securities affected (treating the Notes and
such other series as a single class) then outstanding by notice to the Trustee
may on behalf of the Holders of all of the Notes waive any existing Default or
Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of principal, interest or premium on
the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

                  12. SUBORDINATION. Each Holder by accepting a Note agrees that
the payment of principal of, premium and interest on each Note is subordinated
in right of payment, to the extent and in the manner provided in the Indenture,
to the prior payment in full of all Senior Debt (whether outstanding on the date
of the Indenture or thereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt.

                  13. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder of the Company shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                  15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                                       62
<PAGE>

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                           Harleysville Group Inc.
                           355 Maple Avenue
                           Harleysville, PA  19438-2297
                           Facsimile No.:  (215) 256-5627
                           Attention: Bruce J. Magee, Senior Vice President
                                         and Chief Financial Officer

                                       63
<PAGE>

                                 ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


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

                                   (Insert assignee's soc. sec. or tax I.D. no.)


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




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




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




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

(Print or type assignee's name, address and zip code)

and  irrevocably  appoint  ____________________________________________________

to transfer  this Note on the books of the Company.  The agent may substitute

another to act for him.


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


Date: ________________

                                  Your Signature:
                                                 -------------------------------

                                           (Sign  exactly  as your name  appears
                                           on the face of this Note)

SIGNATURE GUARANTEE.


                                       64
<PAGE>


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:
<TABLE>
<CAPTION>
<S>                       <C>                    <C>                       <C>                    <C>
                                                                           Principal Amount of
                                                  Amount of increase in     this Global Note         Signature of
                           Amount of decrease           Principal            following such       authorized officer
                           in Principal Amount    Amount of this Global         decrease            of Trustee or
    Date of Exchange       of this Global Note            Note                (or increase)         Note Custodian
----------------------    ---------------------   ----------------------   --------------------   --------------------

</TABLE>

                                       65