Exhibit 4.2


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                                  AETNA INC.,
                                                                         ISSUER



                                      and




                      STATE STREET BANK AND TRUST COMPANY,

                                                                        TRUSTEE



                                   ----------


                             SUBORDINATED INDENTURE

                          Dated as of January __, 2001


                                   ----------



                          Subordinated Debt Securities


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<PAGE>


               Reconciliation and tie between certain Sections of
         this Subordinated Indenture, dated as of January __, 2001, and
               Sections 310 through 318, inclusive, of the Trust
                             Indenture Act of 1939:


Trust Indenture                                                Indenture Section
Act Section

ss.310(a)(1).................................................. 609
         (a)(2)............................................... 609
         (a)(3)............................................... Not Applicable
         (a)(4)............................................... Not Applicable
         (b).................................................. 608
         ..................................................... 610
ss.311(a)..................................................... 613
         (b).................................................. 613
ss.312(a)..................................................... 701
         ..................................................... 702(a)
         (b).................................................. 702(b)
         (c).................................................. 702(c)
ss.313(a)..................................................... 703(a)
         (b).................................................. 703(a)
         (c).................................................. 703(a)
         (d).................................................. 703(b)
ss.314(a)..................................................... 704
         (a)(4)............................................... 101
         ..................................................... 1004
         (b).................................................. Not Applicable
         (c)(1)............................................... 102
         (c)(2)............................................... 102
         (c)(3)............................................... Not Applicable
         (d).................................................. Not Applicable
         (e).................................................. 102
ss.315(a)..................................................... 601
         (b).................................................. 602
         (c).................................................. 601
         (d).................................................. 601
         (e).................................................. 514
ss.316(a)..................................................... 101
         (a)(1)(A)............................................ 502
         ..................................................... 512
         (a)(1)(B)............................................ 513
         (a)(2)............................................... Not Applicable


<PAGE>


         (b).................................................. 508
         (c).................................................. 104(c)
ss.317(a)(1).................................................. 503
         (a)(2)............................................... 504
         (b).................................................. 1003
ss.318(a)..................................................... 107


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


<PAGE>


                               TABLE OF CONTENTS
                                   ----------

                                                                           Page
                                                                           ----
PARTIES......................................................................1
RECITALS.....................................................................1

ARTICLE ONE
         Definitions and Other Provisions of General Application.............1
         Section 101.  Definitions...........................................1
         Section 102.  Compliance Certificates and Opinions.................10
         Section 103.  Form of Documents Delivered to Trustee...............10
         Section 104.  Acts of Holders; Record Dates........................11
         Section 105.  Notices, Etc., to Trustee and Company................13
         Section 106.  Notice to Holders; Waiver............................13
         Section 107.  Conflict with Trust Indenture Act....................14
         Section 108.  Effect of Headings and Table of Contents.............14
         Section 109.  Successors and Assigns...............................14
         Section 110.  Separability Clause..................................14
         Section 111.  Benefits of Indenture................................14
         Section 112.  Governing Law........................................15
         Section 113.  Legal Holidays.......................................15
         Section 114.  Personal Immunity from Liability for Incorporators,
                       Stockholders, Etc....................................15

ARTICLE TWO
         Security Forms.....................................................16
         Section 201.  Forms Generally......................................16
         Section 202.  Form of Face of Security.............................16
         Section 203.  Form of Reverse of Security..........................19
         Section 204.  Form of Legend for Global Securities.................23
         Section 205.  Form of Trustee's Certificate of Authentication......23

ARTICLE THREE
         The Securities.....................................................24
         Section 301.  Amount Unlimited; Issuable in Series.................24
         Section 302.  Denominations........................................27
         Section 303.  Execution, Authentication, Delivery and Dating.......27
         Section 304.  Temporary Securities.................................29
         Section 305.  Registration, Registration of Transfer and Exchange..30
         Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.....31

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Subordinated Indenture.


                                       i
<PAGE>


                                                                           Page
                                                                           ----
         Section 307.  Payment of Interest; Interest Rights Preserved.......32
         Section 308.  Persons Deemed Owners................................34
         Section 309.  Cancellation.........................................34
         Section 310.  Computation of Interest..............................35

ARTICLE FOUR
         Satisfaction and Discharge.........................................35
         Section 401.  Satisfaction and Discharge of Indenture..............35
         Section 402.  Application of Trust Fund............................37

ARTICLE FIVE
         Remedies...........................................................37
         Section 501.  Events of Default....................................37
         Section 502.  Acceleration of Maturity; Rescission and Annulment...40
         Section 503.  Collection of Indebtedness and Suits for Enforcement
                       by Trustee...........................................42
         Section 504.  Trustee May File Proofs of Claim.....................43
         Section 505.  Trustee May Enforce Claims Without Possession of
                       Securities...........................................44
         Section 506.  Application of Money Collected.......................44
         Section 507.  Limitation on Suits..................................45
         Section 508.  Unconditional Right of Holders to Receive Principal,
                       Premium and Interest.................................46
         Section 509.  Restoration of Rights and Remedies...................46
         Section 510.  Rights and Remedies Cumulative.......................46
         Section 511.  Delay or Omission Not Waiver.........................46
         Section 512.  Control by Holders...................................47
         Section 513.  Waiver of Past Defaults..............................47
         Section 514.  Undertaking for Costs................................48

ARTICLE SIX
         The Trustee........................................................48
         Section 601.  Certain Duties and Responsibilities..................48
         Section 602.  Notice of Defaults...................................49
         Section 603.  Certain Rights of Trustee............................49
         Section 604.  Not Responsible for Recitals or Issuance of
                       Securities...........................................50
         Section 605.  May Hold Securities..................................51
         Section 606.  Money Held in Trust..................................51
         Section 607.  Compensation and Reimbursement.......................51
         Section 608.  Disqualification; Conflicting Interests..............52

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Subordinated Indenture.


                                       ii
<PAGE>


                                                                           Page
                                                                           ----
         Section 610.  Resignation and Removal; Appointment of Successor....52
         Section 611.  Acceptance of Appointment by Successor...............54
         Section 612.  Merger, Conversion, Consolidation or Succession to
                       Business.............................................55
         Section 613.  Preferential Collection of Claims Against Company....55
         Section 614.  Appointment of Authenticating Agent..................56

ARTICLE SEVEN
         Holders' Lists and Reports by Trustee and Company..................57
         Section 701.  Company to Furnish Trustee Names and Addresses
                       of Holders...........................................57
         Section 702.  Preservation of Information; Communications to
                       Holders..............................................58
         Section 703.  Reports by the Trustee...............................58
         Section 704.  Reports by the Company...............................59

ARTICLE EIGHT
         Consolidation, Merger, or Sale of Assets...........................59
         Section 801.  The Company May Consolidate, Etc., Only on
                       Certain Terms........................................59
         Section 802.  Successor Substituted................................60

ARTICLE NINE
         Supplemental Indentures............................................60
         Section 901.  Supplemental Indentures without Consent of
                       Holders..............................................60
         Section 902.  Supplemental Indentures with Consent of Holders......62
         Section 903.  Execution of Supplemental Indentures.................63
         Section 904.  Effect of Supplemental Indentures....................63
         Section 905.  Conformity with Trust Indenture Act..................63
         Section 906.  Reference in Securities to Supplemental Indentures...64
         Section 907.  Waiver of Compliance by Holders......................64
         Section 908.  Subordination Unimpaired.............................64

ARTICLE TEN
         Covenants..........................................................64
         Section 1001.  Payment of Principal, Premium and Interest..........64
         Section 1002.  Maintenance of Office or Agency by the Company......65
         Section 1003.  Money for Securities Payments to be Held in Trust...65
         Section 1004.  Statement by Officers as to Default.................66
         Section 1005.  Limitations on Liens on Common Stock of Principal
                        Subsidiaries........................................67

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NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
of the Subordinated Indenture.


                                      iii
<PAGE>


                                                                           Page
                                                                           ----
ARTICLE ELEVEN
         Redemption of Securities...........................................67
         Section 1101.  Applicability of Article............................67
         Section 1102.  Election to Redeem; Notice to Trustee...............67
         Section 1103.  Selection by Trustee of Securities to Be Redeemed...68
         Section 1104.  Notice of Redemption................................68
         Section 1105.  Deposit of Redemption Price.........................69
         Section 1106.  Securities Payable on Redemption Date...............69
         Section 1107.  Securities Redeemed in Part.........................70

ARTICLE TWELVE
         Defeasance and Covenant Defeasance.................................70
         Section 1201.  Company's Option to Effect Defeasance or
                        Covenant Defeasance.................................70
         Section 1202.  Defeasance and Discharge............................70
         Section 1203.  Covenant Defeasance.................................71
         Section 1204.  Conditions to Defeasance or Covenant Defeasance.....71
         Section 1205.  Deposited Money and U.S. Government Obligations
                        or Foreign Government Obligations to be Held
                        In Trust; Other Miscellaneous Provisions............75
         Section 1206.  Reinstatement.......................................75

ARTICLE THIRTEEN
         Sinking Funds......................................................76
         Section 1301.  Applicability of Article............................76
         Section 1302.  Satisfaction of Sinking Fund Payments with
                        Securities..........................................76
         Section 1303.  Redemption of Securities for Sinking Fund...........77

ARTICLE FOURTEEN
         Subordination of Securities........................................77
         Section 1401.  Securities Subordinate to Senior Debt of the
                        Company.............................................77
         Section 1402.  Payment Over of Proceeds Upon Dissolution, Etc.
                        of the Company......................................77
         Section 1403.  Prior Payment to Senior Debt of the Company Upon
                        Acceleration of Securities..........................79
         Section 1404.  No Payment When Senior Debt of the Company in
                        Default.............................................80
         Section 1405.  Payment Permitted If No Default.....................80

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Subordinated Indenture.


                                       iv
<PAGE>


                                                                           Page
                                                                           ----
         Section 1406.  Subrogation to Rights of Holders of Senior Debt of
                        the Company.........................................81
         Section 1407.  Provisions Solely to Define Relative Rights.........81
         Section 1408.  Trustee to Effectuate Subordination.................82
         Section 1409.  No Waiver of Subordination Provisions...............82
         Section 1410.  Notice to Trustee...................................83
         Section 1411.  Reliance on Judicial Order or Certificate of
                        Liquidating Agent...................................84
         Section 1412.  Trustee Not Fiduciary For Holders of Senior Debt
                        of the Company......................................84
         Section 1413.  Rights of Trustee as Holder of Senior Debt of the
                        Company; Preservation of Trustee's Rights...........84
         Section 1414.  Article Applicable to Paying Agents.................85
         Section 1415.  Defeasance of This Article Fourteen.................85

TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGEMENTS

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Subordinated Indenture.


                                       v
<PAGE>


         SUBORDINATED INDENTURE, dated as of January __, 2001, between AETNA
INC., a corporation duly organized and validly existing under the laws of the
Commonwealth of Pennsylvania (herein called the "Company"), having its
principal office at 151 Farmington Avenue, Hartford, Connecticut 06156, and
STATE STREET BANK AND TRUST COMPANY, a state-charted trust company duly
organized and existing under the laws of the Commonwealth of Massachusetts, as
Trustee (herein called the "Trustee").

                                    RECITALS

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE

            Definitions and Other Provisions of General Application

         Section 101.  Definitions.

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

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

          (2) all other terms used herein which are defined in the Trust
     Indenture Act or the Securities Act of 1933, as amended,


<PAGE>


     either directly or by reference therein, have the meanings assigned to
     them therein;

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

          (4) the words "Article" and "Section" refer to an Article and
     Section, respectively, of this Indenture; and

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

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

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

         "Board of Directors" means either (i) the Board of Directors of the
Company, the Executive Committee of such Board of Directors or any other duly
authorized committee of directors and/or officers appointed by such Board of
Directors or Executive Committee, or (ii) one or more duly authorized officers
of the Company to whom the Board of Directors of the Company or a committee
thereof has delegated the authority to act with respect to the matters
contemplated by this Indenture.

         "Board Resolution" means (i) a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company to have
been duly adopted by the Board of Directors or a committee thereof and to be in
full force and effect on the date of such certification or (ii) a certificate
signed by the authorized officer or officers of the Company to whom the Board
of Directors of the Company or a committee thereof has delegated its authority
(as described in the definition of Board of Directors), and in each case,
delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on


                                       2
<PAGE>


which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.

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

         "Common Stock" means with respect to any Principal Subsidiary, stock
of any class, however designated, except stock which is non-participating
beyond fixed dividend and liquidation preferences and the holders of which have
either no voting rights or limited voting rights entitling them, only in the
case of certain contingencies, to elect less than a majority of the directors
(or persons performing similar functions) of such Principal Subsidiary, and
shall include securities of any class, however designated, which are
convertible into such Common Stock.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by (i) any two of the following individuals:
the Chairman, the President, a Vice Chairman, or a Vice President of the
Company, or (ii) one of the foregoing individuals and by any other Vice
President, the Treasurer, an Assistant Treasurer, the Corporate Secretary or an
Assistant Corporate Secretary of the Company or any other individual authorized
by the Board of Directors for such purpose, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee
located at 2 Avenue de Lafayette, Boston, MA 02111 or such other office at
which at any particular time the Trustee's corporate trust business shall be
administered.

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

         "Covenant Defeasance" has the meaning specified in Section 1203.

         "Debt" with respect to any Person means (without duplication and
without regard to any portion of principal amount that has not accrued and to
any interest component thereof (whether accrued or imputed) that is not due and
payable),


                                       3
<PAGE>


whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (i) every obligation of such Person for money
borrowed, (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) every reimbursement obligation of
such Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business), (v) every capital lease obligation of such
Person, and (vi) every obligation of the type referred to in clauses (i)
through (v) of another Person and all dividends of another Person the payment
of which, in either case, such Person has guaranteed or is responsible or
liable for, directly or indirectly, as obligor or otherwise.

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

         "Defeasance" has the meaning specified in Section 1202.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

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

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

         "Floating or Adjustable Rate Provision" means a formula or provision,
specified in or pursuant to a Board Resolution or an indenture supplemental
hereto, providing for the determination, whether pursuant to objective factors
or pursuant to the sole discretion of any Person (including the Company), and
periodic adjustment of the interest rate borne by a Floating or Adjustable Rate
Security.

         "Floating or Adjustable Rate Security" means any Security which
provides for interest thereon at a periodic rate that may vary from time to
time over the term thereof in accordance with a Floating or Adjustable Rate
Provision.

         "Foreign Government Obligations" has the meaning specified in Section
1204.


                                       4
<PAGE>


         "Global Security" means a Security that evidences all or part of the
Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of each
particular series of Securities established as contemplated by Section 301.

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

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

         "Junior Subordinated Payment" has the meaning specified in Section
1402.

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

         "Non-Recourse Debt" means any indebtedness for money borrowed as to
which the liability of the Company or the Principal Subsidiaries is limited
solely to specific assets.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "Officers' Certificate" means a certificate signed by (i) any two of
the following individuals: the Chairman, the President, a Vice Chairman or a
Vice President of the Company, or (ii) one of the foregoing individuals and by
any other Vice President, the Treasurer, an Assistant Treasurer, the Corporate
Secretary or an Assistant Corporate Secretary of the Company or any other


                                       5
<PAGE>


individual authorized by the Board of Directors for such purpose, and delivered
to the Trustee. One of the officers signing an Officers' Certificate given
pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel to the Company or who may be other counsel reasonably
satisfactory to the Trustee. Each such opinion shall include the statements
required by Section 314(e) of the Trust Indenture Act, if applicable.

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

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

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

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

          (iii) Securities as to which Defeasance has been effected pursuant to
     Section 1202; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,


                                       6
<PAGE>


authorization, direction, notice, consent or waiver hereunder, (A) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (B) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner contemplated by Section
301 on the date of original issuance of such Security, of the principal amount
(or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (A) above) of such Security, and (C) Securities owned
by the Company or any other obligor upon the Securities or any Subsidiary of
the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities or any Subsidiary of the Company or of such other obligor.

         "Paying Agent" means any Person (including without limitation the
Company) authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and/or
interest on the Securities of that series are payable as specified in
accordance with Section 301.

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


                                       7
<PAGE>


         "Principal Subsidiary" means a consolidated subsidiary of the Company
that, as of the time of the determination of whether such consolidated
subsidiary is a "Principal Subsidiary," accounted for 10% or more of the total
assets of the Company and its consolidated subsidiaries, in each case as set
forth in the most recent balance sheet filed by the Company with the Securities
and Exchange Commission.

         "Proceeding" has the meaning specified in Section 1402.

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or
any vice- chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
or her knowledge of and familiarity with the particular subject.

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

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

         "Senior Debt" with respect to any Person means the principal of (and
premium, if any) and interest, if any (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to such
Person to


                                       8
<PAGE>


the extent that such claim for post-petition interest is allowed in such
proceeding), on Debt of such Person, whether incurred on or prior to the date
of this Indenture or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
provided that such obligations are not superior in right of payment to the
Securities or to other Debt of such Person which is pari passu with, or
subordinated to the Securities; provided, however, that Senior Debt shall not
be deemed to include (1) the Securities or (2) any other debt securities or
guarantees in respect thereof issued to any other trusts, partnerships or other
entity affiliated with the company which is a financing vehicle of the Company
("Financing Entity") in connection with the issuance of preferred securities of
such Financing Entity, including, without limitation, indebtedness of the
Company.

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

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

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

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

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


                                       9
<PAGE>


         "U.S. Government Obligations" has the meaning specified in Section
1204.

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

         Section 102.  Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (excluding certificates
provided for in Section 1004) shall include

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

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

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

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

         Section 103.  Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that


                                       10
<PAGE>


they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

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

         Any certificate, statement or opinion of or representation by an
officer of the Company or of counsel may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of, or representations by, an
accountant or firm of accountants in the employ of the Company, unless such
officer or counsel, as the case may be, knows, or in the exercise of reasonable
care should know, that the accountant's or accountants' certificate, opinion or
representations with respect to the accounting matters upon which such
officer's or counsel's certificate, statement or opinion is based are
erroneous.

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

         Section 104.  Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced


                                       11
<PAGE>


thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company if made in the manner provided in this Section 104.

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

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any calendar day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action, or to vote on any action, authorized or permitted to be
given or taken by Holders of Outstanding Securities of such series. If not set
by the Company prior to the first solicitation of a Holder of Securities of
such series made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action or
vote shall be the 30th calendar day (or, if later, the date of the most recent
list of Holders required to be provided pursuant to Section 701) prior to such
first solicitation or vote, as the case may be. With regard to any record date
for any action to be taken by the Holders of one or more series of Securities,
only the Holders of Securities of such series on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.

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

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


                                       12
<PAGE>


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

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

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

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

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

         Section 106.  Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice; provided, however, that the Company
or the Trustee, upon a good faith determination that mailing is in the
circumstances impractical, may give such notice by any other method which, in
the reasonable belief of the Company or, in the case of the Trustee, of the
Company and the Trustee, is likely to be received by the Holders. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to any other Holder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the


                                       13
<PAGE>


equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

         Section 107.  Conflict with Trust Indenture Act.

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

         Section 108.  Effect of Headings and Table of Contents.

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

         Section 109.  Successors and Assigns.

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

         Section 110.  Separability Clause.

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

         Section 111.  Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
and permitted assigns hereunder and the Holders and, to the extent specifically
set forth herein, the holders of Senior Debt of the Company any benefit or any
legal or equitable right, remedy or claim under this Indenture.


                                       14
<PAGE>


         Section 112.  Governing Law.

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

         Section 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section
113)) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such Interest Payment Date or Redemption Date, or at the Stated Maturity, as
the case may be.

         Section 114.  Personal Immunity from Liability for Incorporators,
Stockholders, Etc.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Security, or for any claim based
thereon, or otherwise in respect of any Security, or based on or in respect of
this Indenture or any indenture supplemental hereto, against any incorporator,
or against any past, present or future stockholder, director, officer, employee
or agent, as such, of the Company or of any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being expressly
waived and released as a condition of, and as consideration for, the execution
of this Indenture and the issue of the Securities.


                                       15
<PAGE>


                                  ARTICLE TWO

                                 Security Forms

         Section 201.  Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article Two, or in such other form as shall be established by or
pursuant to a Board Resolution of the Company 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 securities exchange or as may, consistent herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution of the Company, a
copy of an appropriate record of such action shall be certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

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

         Section 202.  Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                                   AETNA INC.

            [...%] SUBORDINATED [ZERO COUPON][NOTE][DEBENTURE]DUE...

         No. .........                                 [$] ........

         AETNA INC., a Pennsylvania corporation (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
 .............................................., or registered assigns, the
principal sum of ................ ................... [Dollars] [if other than
Dollars, substitute other currency or currency units] [if the Security is to
bear


                                       16
<PAGE>


interest prior to Maturity, insert-- , and to pay interest thereon from
 ............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, [semi-annually on ............ and
 ............ in each year] [If other than semi-annual payments, insert
frequency of payments and payment dates], commencing ........., at [If the
Security is to bear interest at a fixed rate, insert-- the rate of ....% per
annum [If the Security is a Floating or Adjustable Rate Security, insert -- a
rate per annum [computed-determined] in accordance with the [insert defined
name of Floating or Adjustable Rate Provision] set forth below] [If the
security is to bear interest at a rate determined with reference to an index,
refer to description of index below] until the principal hereof is paid or made
available for payment [if applicable, insert-- , and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of ....% per
annum on any overdue principal and premium and on any overdue instalment of
interest]. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the ....... or ....... (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 calendar days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture].

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt of the Company, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee such Holder's
attorney-in-fact for any and all such purposes.

         [If the Securities are Floating or Adjustable Rate Securities with
respect to which the principal of or any premium or interest may be determined
with reference to an index, insert the text of the Floating or Adjustable Rate
Provision.]


                                       17
<PAGE>


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

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

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

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

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

Dated:

                                            AETNA INC.

                                            By______________________
[Seal]


                                       18
<PAGE>


Attest:

 ...........................

         Section 203.  Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under a Senior Indenture, dated as of January __, 2001 (herein
called the "Indenture"), between the Company, as Issuer, and State Street Bank
and Trust Company, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof[, limited in
aggregate principal amount to [$]...........].

         [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 calendar days' nor more than 60 calendar days'
notice by mail, [if applicable, insert-- (1) on ........... in any year
commencing with the year ...... and ending with the year ...... through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] at any time [on or after ............],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [on or before ..............., ....%, and if redeemed] during the
12-month period beginning ............. of the years indicated,

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



and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.] [If applicable, insert -- The Securities of this
series are subject to redemption upon not less than 30 calendar days' nor more
than 60 calendar days' notice by


                                       19
<PAGE>


mail, (1) on ............ in any year commencing with the year .... and ending
with the year .... through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after ............], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below. If redeemed during the
12-month period beginning ............ of the years indicated,

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


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

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

         [If the Security is subject to redemption, insert -- If this Security
is redeemed in part only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur
and be


                                       20
<PAGE>


continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

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

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

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

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor,


                                       21
<PAGE>


of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.

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

         No service charge shall be made for any such registration of transfer
or exchange of Securities, but the Company or the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

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

         The Indenture provides that the Company, at the Company's option, (a)
will be discharged from any and all obligations in respect of the Securities
(except for certain obligations to register the transfer or exchange of
Securities, replace stolen, lost or mutilated Securities, maintain paying
agencies and hold moneys for payment in trust) or (b) need not comply with
certain restrictive covenants of the Indenture, in each case if the Company
deposits, in trust, with the Trustee money, or U.S. Government Obligations (or
Foreign Government Obligations if the Securities are denominated in a foreign
currency or currencies) which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay all the principal (including any mandatory sinking
fund payments) of, and (premium, if any) and interest on, the Securities on the
dates such payments are due in accordance with the terms of such Securities,
and certain other conditions are satisfied.

         No recourse shall be had for the payment of the principal of (and
premium, if any) or interest on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, stockholder,
officer, employee, agent or director, as such, past, present or future, of the
Company or of any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability


                                       22
<PAGE>


being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

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

         Section 204.  Form of Legend for Global Securities.

         Every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form or such other legends as may be
required:

          This Security is a Global Security within the meaning of the
          Indenture hereinafter referred to and is registered in the name of a
          Depositary or a nominee thereof. This Security may not be transferred
          to, or registered or exchanged for Securities registered in the name
          of, any Person other than the Depositary or a nominee thereof, and no
          such transfer may be registered except in the limited circumstances
          described in the Indenture. Every Security authenticated and
          delivered upon registration of transfer of, or in exchange for or in
          lieu of, this Security shall be a Global Security subject to the
          foregoing, except in such limited circumstances.

         Section 205.  Form of Trustee's Certificate of Authentication.

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

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

                                              .............................,
                                                                 As Trustee

                                              By...........................
                                                         Authorized Officer


                                       23
<PAGE>


                                 ARTICLE THREE

                                 The Securities

         Section 301.  Amount Unlimited; Issuable in Series.

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

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

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

          (2) any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this
     Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107
     and except for any Securities which, pursuant to Section 303, are deemed
     never to have been authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one
     or more Predecessor Securities) is registered at the close of business on
     the Regular Record Date for such interest;

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

          (5) the rate or rates at which the Securities of the series shall
     bear interest, if any, or the Floating or Adjustable Rate Provision
     pursuant to which such rates shall be determined, the date or dates from
     which such interest shall accrue, the Interest Payment Dates on which any
     such interest shall be payable and the Regular Record Date for any
     interest payable on any Interest Payment Date;


                                       24
<PAGE>


          (6) whether the Securities of the series would be secured pursuant to
     Section 901(6);

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

          (8) if applicable, the period or periods within which, the price or
     prices at which (including premium, if any) and the terms and conditions
     upon which Securities of the series may or are required to be redeemed or
     prepaid, in whole or in part, at the option of the Company pursuant to a
     sinking fund or otherwise;

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

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

          (11) if other than such coin or currency of the United States of
     America as at the time is legal tender for payment of public or private
     debts, the currency or currencies, including composite currencies, or
     currency units in which payment of the principal of and any premium and
     interest on any Securities of the series shall be payable and the manner
     of determining the equivalent thereof in the currency of the United States
     of America for purposes of the definition of "Outstanding" in Section 101;

          (12) if the amount of payments of principal of or any premium or
     interest on any Securities of the series may be determined with reference
     to one or more indices, the manner in which such amounts shall be
     determined;

          (13) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or a Holder
     thereof, in one or more currencies, including composite currencies, or
     currency units other than that or those in which the Securities are stated
     to be payable, the currency or currencies, including composite currencies,
     or currency units in


                                       25
<PAGE>


     which payment of the principal of and any premium and interest on
     Securities of such series as to which such election is made shall be
     payable, and the periods within which and the terms and conditions upon
     which such election is to be made;

          (14) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502 or provable under any applicable federal or state bankruptcy or
     similar law pursuant to Section 503;

          (15) if applicable, that the Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the Depositary or Depositaries for such Global Security
     or Global Securities and any circumstance other than those set forth in
     Section 305 in which any such Global Security may be transferred to, and
     registered and exchanged for Securities registered in the name of, a
     Person other than the Depositary for such Global Security or a nominee
     thereof and in which any such transfer may be registered;

          (16) any other event or events of default applicable with respect to
     the Securities of the series in addition to those provided in Section
     501(1) through (7);

          (17) any other covenant or warranty included for the benefit of
     Securities of the series in addition to (and not inconsistent with) those
     included in this Indenture for the benefit of Securities of all series, or
     any other covenant or warranty included for the benefit of Securities of
     the series in lieu of any covenant or warranty included in this Indenture
     for the benefit of Securities of all series, or any provision that any
     covenant or warranty included in this Indenture for the benefit of
     Securities of all series shall not be for the benefit of Securities of the
     series, or any combination of such covenants, warranties or provisions;

          (18) any restriction or condition on the transferability of the
     Securities of the series;

          (19) any authenticating or paying agents, registrars or any other
     agents with respect to the Securities of the series; and


                                       26
<PAGE>


          (20) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(5)).

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

         If any of the terms of any series are established by action taken
pursuant to a Board Resolution of the Company, a copy of such action shall be
delivered to the Trustee.

         Section 302.  Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

         Section 303.  Execution, Authentication, Delivery and Dating.

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

         The seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Securities.
Securities bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company
notwithstanding the fact that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities
or did not hold such offices at the date of such Securities. Minor
typographical and other minor errors in the text of any Security or minor
defects in the seal or facsimile signature on any Security shall not affect the
validity or enforceability of such Security if such Security has been duly
authenticated and delivered by the Trustee.

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


                                       27
<PAGE>


accordance with such Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,

          (a) if the form or forms of such Securities have been established by
     or pursuant to a Board Resolution as permitted by Section 201, that such
     form or forms have been established in conformity with the provisions of
     this Indenture;

          (b) if the terms of such Securities have been established by or
     pursuant to a Board Resolution as permitted by Section 301, that such
     terms have been established in conformity with the provisions of this
     Indenture; and

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, reorganization, fraudulent
     transfer, moratorium and other similar laws of general applicability
     relating to or affecting creditors' rights and remedies generally or the
     rights and remedies of creditors of insurance companies generally and to
     general principles of equity (regardless of whether considered in a
     proceeding at law or in equity).

         The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section 303 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith by its board of directors, executive committee or a trust
committee of directors or responsible officers of the Trustee shall determine
that such action would expose the Trustee to personal liability to existing
Holders of Securities.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to this Section 303 at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the time


                                       28
<PAGE>


of authentication upon original issuance of the first Security of such series
to be issued.

         Each Security shall be dated the date of its authentication.

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

         Section 304.  Temporary Securities.

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

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


                                       29
<PAGE>


         Section 305.  Registration, Registration of Transfer and Exchange.

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

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

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

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.


                                       30
<PAGE>


         Unless otherwise required by the rules of any stock exchange on which
the Securities are listed or of any quotation system through which the
Securities are traded, neither the Company nor the Trustee shall be required
(i) to issue, register the transfer of or exchange Securities of any series
during a period beginning at the opening of business 15 calendar days before
the day of the mailing of a notice of redemption of Securities of that series
selected for redemption under Section 1103 and ending at the close of business
on the calendar day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

         Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(1) such Depositary (A) notifies the Company and the Trustee that it is
unwilling or unable to continue as Depositary for such Global Security or (B)
ceases to be a clearing agency registered under the Exchange Act, (2) the
Company executes and delivers to the Trustee a Company Order that such Global
Security shall be so transferable, registrable and exchangeable, and such
transfers shall be registrable, (3) there shall have occurred and be continuing
an Event of Default with respect to the Securities evidenced by such Global
Security or (4) there shall exist such other circumstances, if any, as have
been specified for this purpose in accordance with Section 301. Notwithstanding
any other provision in this Indenture, a Global Security to which the
restriction set forth in the immediately preceding sentence shall have ceased
to apply may be transferred only to, and may be registered and exchanged for
Securities registered only in the name or names of, such Person or Persons as
the Depositary for such Global Security shall have directed, and no transfer
thereof other than such a transfer may be registered.

         Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security to which the
restriction set forth in the first sentence of the immediately preceding
paragraph shall apply, whether pursuant to this Section, Section 304, 306, 906
or 1107 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security.

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

         If there shall be delivered to the Company and the Trustee (i) a
mutilated Security, or (ii) evidence to the Company's and the Trustee's
satisfaction of the destruction, loss or theft of any Security and in either
case such security or indemnity as may be required by the Company and/or the
Trustee to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide


                                       31
<PAGE>


purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such mutilated, destroyed, lost or stolen Security, a
new Security of the same series and of like principal amount and tenor.

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

         Upon the issuance of any new Security under this Section 306, the
Company or the Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including without limitation the fees and expenses of the
Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section 306
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of the applicable series duly issued
hereunder.

         The provisions of this Section 306 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 307.  Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided in accordance with Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may make payment of any Defaulted Interest to the
     Persons in whose names the Securities of such series (or their respective
     Predecessor Securities) are registered at the close of business on a
     Special Record Date for the payment of such


                                       32
<PAGE>


     Defaulted Interest, which shall be fixed in the following manner. The
     Company shall notify the Trustee in writing of the amount of Defaulted
     Interest proposed to be paid on each Security of such series and the date
     of the proposed payment (which date shall permit compliance with the
     remainder of this Clause (1)), and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the
     date of the proposed payment, such money when deposited to be held in
     trust for the benefit of the Persons entitled to such Defaulted Interest
     as in this Clause (1) provided. Promptly after the Trustee's receipt of
     the notice of the proposed payment, the Trustee shall fix a Special Record
     Date for the payment of such Defaulted Interest which shall be not more
     than 15 calendar days and not less than 10 calendar days prior to the date
     of the proposed payment and not less than 15 calendar days after the
     receipt by the Trustee of the notice of the proposed payment. The Trustee
     shall promptly notify the Company of such Special Record Date and, in the
     name and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of Securities of
     the applicable series at such Holder's address as it appears in the
     Security Register, not less than 10 calendar days prior to such Special
     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been so mailed, such Defaulted
     Interest shall be paid to the Persons in whose names the Securities of the
     applicable series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2).

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

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of


                                       33
<PAGE>


any other Security shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.

         Section 308.  Persons Deemed Owners.

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

         No holder of any beneficial interest in any Global Security held on
such holder's behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall impair, as between a Depositary and such
holders of beneficial interests, the operation of customary practices governing
the exercise of the rights of the Depositary as Holder of any Security.

         Section 309.  Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section 309, except as expressly permitted by this Indenture.
All cancelled Securities held by the Trustee shall be disposed of as directed
by a Company Order. Acquisition by the Company of any Security shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Security unless and until the same is delivered to the Trustee for
cancellation.


                                       34
<PAGE>


         Section 310.  Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and, for any
period shorter than a full monthly period, shall be computed on the basis of
the actual number of calendar days elapsed in such period.


                                  ARTICLE FOUR

                           Satisfaction and Discharge

         Section 401.  Satisfaction and Discharge of Indenture.

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

         (1)  either

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

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

                    (i) have become due and payable, or

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


                                       35
<PAGE>


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

          and the Company has deposited or caused to be deposited with the
          Trustee in trust for the purpose (1) money (either in United States
          dollars or such other currency or currency unit in which the
          Securities of any series may be payable) in an amount, or (2) U.S.
          Government Obligations (or Foreign Government Obligations if the
          Securities are denominated in a foreign currency or currencies) that
          through the scheduled payment of principal and interest in respect
          thereof in accordance with their terms will provide, not later than
          one calendar day before the due date of any payment, money in an
          amount, or (3) a combination thereof, sufficient to pay and discharge
          the entire indebtedness on all Securities of such series not
          theretofore delivered to the Trustee for cancellation, for principal
          of (and premium, if any) and interest to the date of such deposit (in
          the case of Securities of such series which have become due and
          payable) or to the Stated Maturity or Redemption Date, as the case
          may be;

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

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

         If there are Securities of two or more series outstanding hereunder,
the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of a particular series as to which it is Trustee and if
the other conditions thereto are met. If there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to a particular series, the obligations of the Company to the Trustee
under Section 607, the obligations of the Trustee to any Authenticating Agent
under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section 401, the obligations of
the Trustee


                                       36
<PAGE>


under Section 402 and the last paragraph of Section 1003 shall survive until
there are no Securities Outstanding with respect to a particular series and the
obligations of the Company and the Trustee with respect to all other series of
Securities shall survive.

         Section 402.  Application of Trust Fund.

         Subject to the provisions of the last paragraph of Section 1003, all
amounts deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by the Trustee, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such funds have been deposited with
the Trustee. Money deposited pursuant to this Section 402 not in violation of
this Indenture shall not be subject to claims of the holders of Senior Debt of
the Company under Article Fourteen.


                                  ARTICLE FIVE

                                    Remedies

         Section 501.  Events of Default.

         "Event of Default" whenever used with respect to Securities of a
series means any one of the following events and such other events as may be
established with respect to the Securities of such series pursuant to Section
301 hereof (whether or not it shall be occasioned by the provisions of Article
Fourteen):

          (1) Default in the payment of any instalment of interest on any of
     the Securities of such series as and when the same shall become due and
     payable, and continuance of such default for a period of 30 calendar days;
     or

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


                                       37
<PAGE>


          (3) Default in the making of any sinking fund payment, whether
     mandatory or optional, as and when the same shall become due and payable
     by the terms of the Securities of such series; or

          (4) Failure on the part of the Company duly to observe or perform in
     any material respect any of the other covenants or agreements on the part
     of the Company contained in this Indenture (other than those set forth
     exclusively in the terms of any other particular series of Securities
     established as contemplated by this Indenture for the benefit of such
     other series) and written notice of such failure, stating that such notice
     is a "Notice of Default" hereunder, and requiring the Company to remedy
     the same, shall have been given by registered or certified mail, return
     receipt requested, to the Company by the Trustee, or to the Company and
     the Trustee by the Holders of at least 25% in aggregate principal amount
     of the Outstanding Securities of that series, and such failure shall have
     continued unremedied for a period of 90 calendar days after the date of
     the Company's receipt of such Notice of Default; or

          (5) An event of default, as defined in any indenture or instrument
     evidencing or under which the Company or any Principal Subsidiary shall
     have outstanding indebtedness for borrowed money in a principal amount in
     excess of $100,000,000, shall occur and be continuing, and such
     indebtedness shall have been accelerated so that the same shall be or
     become due and payable prior to the date on which the same would otherwise
     have become due and payable (other than acceleration of Non-Recourse Debt
     which does not exceed in the aggregate 4% of the Company's total
     shareholders' equity as set forth in the most recently published audited
     consolidated balance sheet of the Company) or the Company or any Principal
     Subsidiary shall default in the payment at final maturity of outstanding
     indebtedness for borrowed money in a principal amount in excess of
     $100,000,000 (other than default in payment at final maturity of
     Non-Recourse Debt which does not exceed in the aggregate 4% of the
     Company's total shareholders' equity as set forth in the most recently
     published audited consolidated balance sheet of the Company), and such
     acceleration or default at maturity shall not be waived, rescinded or
     annulled within 30 calendar days after written notice thereof, stating
     that such notice is a "Notice of Default" hereunder, shall have been given
     to the Company by the Trustee (if such event be known to it), or to the
     Company and the Trustee by the Holders of at least 25% in aggregate
     principal amount of the Outstanding


                                       38
<PAGE>


     Securities of that series; provided, however, that if such acceleration
     under such indenture or instrument or default at maturity shall be
     remedied or cured by the Company or Principal Subsidiary, or waived,
     rescinded or annulled by the requisite holders of such indebtedness, then
     the Event of Default hereunder by reason thereof shall be deemed likewise
     to have been thereupon remedied, cured, waived, rescinded or annulled
     without further action upon the part of either the Trustee or any of the
     Holders; and provided further, that, subject to the provisions of Sections
     601 and 602, the Trustee shall not be charged with knowledge of any such
     default unless written notice thereof shall have been given to the Trustee
     by the Company, by the holder of any such indebtedness or an agent of the
     holder of any such indebtedness, by the trustee then acting under any such
     indenture or other instrument under which such default shall have
     occurred, or by the Holders of at least 25% in aggregate principal amount
     of the Outstanding Securities of that series; or

          (6) A decree or order by a court of competent jurisdiction shall have
     been entered adjudging the Company bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of the Company under any applicable Federal or State
     bankruptcy or similar law, and such decree or order shall have continued
     undischarged and unstayed for a period of 90 calendar days; or a decree or
     order of a court of competent jurisdiction for the appointment of a
     receiver, liquidator, trustee, assignee, sequestrator or similar official
     in bankruptcy or insolvency of the Company or of all or substantially all
     of the Company's property, or for the winding up or liquidation of the
     Company's affairs, shall have been entered, and such decree or order shall
     have continued undischarged and unstayed for a period of 90 calendar days;
     or

          (7) The Company shall institute proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking reorganization, arrangement, adjustment or composition under any
     applicable Federal or State bankruptcy or similar law, or shall consent to
     the filing of any such petition, or shall consent to the appointment of a
     receiver, liquidator, trustee, assignee, sequestrator or similar official
     in bankruptcy or insolvency of the Company or of all or substantially all
     of the Company's property, or shall make an assignment for the benefit of
     creditors, or the Company shall admit in writing its inability to


                                       39
<PAGE>


     pay its debts generally as they become due and its willingness to be
     adjudged a bankrupt, or corporate action shall be taken by the Company in
     furtherance of any of the aforesaid purposes.

         Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501 with respect to Securities of any series, a record date shall
automatically and without any other action by any Person be set for the purpose
of determining the Holders of Outstanding Securities of such series entitled to
join in such Notice of Default, which record date shall be the close of
business on the day the Trustee receives such Notice of Default. Only the
Holders of Outstanding Securities of such series on such record date (or their
duly appointed agents) shall be entitled to join in such Notice of Default,
whether or not such Holders remain Holders after such record date; provided
that, unless such Notice of Default shall have become effective by virtue of
Holders of at least 25% in principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th calendar day after such record date, such
Notice of Default automatically and without any action by any Person shall be
cancelled and of no further effect. Nothing in this paragraph shall prevent a
Holder (or a duly appointed agent thereof) from giving, before or after the
expiration of such 90 calendar day period, a Notice of Default contrary to or
different from, or, after the expiration of such period, identical to, a Notice
of Default that has been cancelled pursuant to the proviso to the preceding
sentence, in which event a new record date in respect thereof shall be set
pursuant to this paragraph.

         Section 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and all accrued interest thereon shall become immediately due and
payable.

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


                                       40
<PAGE>


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

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

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

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

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, except such costs and expenses as
          are a result of negligence or bad faith on the part of the Trustee;

     and

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

         No such rescission shall affect any subsequent default or impair any
right arising out of any subsequent default.

         Upon receipt by the Trustee of any declaration of acceleration, or any
rescission and annulment of any such declaration, pursuant to this Section 502
with respect to Securities of any series, a record date shall be set,
automatically and without any other action by any Person, for the purpose of
determining the Holders of Outstanding Securities of such series entitled to
join in such declaration, or rescission and annulment, as the case may be,
which record date shall be the close of business on the day the Trustee
receives such declaration, or rescission and annulment, as the case may be.
Only the Holders of Outstanding Securities of such series on such record date
(or their duly appointed agents) shall be entitled to join in such declaration,
or rescission and annulment, as the case may be, whether or not such Holders
remain Holders after such record date;


                                       41
<PAGE>


provided that, unless such declaration, or rescission and annulment, as the
case may be, shall have become effective by virtue of Holders of at least 25%,
in the case of any declaration of acceleration, or a majority, in the case of
any rescission or annulment, in principal amount of Outstanding Securities of
such series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th calendar day after such record date, such
declaration, or rescission and annulment, as the case may be, automatically and
without any action by any Person shall be cancelled and of no further effect.
Nothing in this paragraph shall prevent a Holder (or a duly appointed agent
thereof) from giving, before or after the expiration of such 90 calendar day
period, a declaration of acceleration, or a rescission and annulment of any
such declaration, contrary to or different from, or, after the expiration of
such period, identical to, a declaration, or rescission and annulment, as the
case may be, that has been cancelled pursuant to the proviso to the preceding
sentence, in which event a new record date in respect thereof shall be set
pursuant to this paragraph.

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

         The Company covenants that if

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

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

the Company will, upon written demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, except such costs and expenses
as are a result of negligence or bad faith on the part of the Trustee. Until
such demand is made by the Trustee, the Company may pay the principal of and
premium, if any, and interest, if any, on the Securities of any series to the
Holders thereof, whether or not the Securities of such series are overdue.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute
a


                                       42
<PAGE>


judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

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

         Section 504.  Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company or any
other obligor upon the Securities or the property of the Company or such other
obligor or their creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized

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

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

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


                                       43
<PAGE>


amounts due the Trustee under Section 607, except such costs and expenses as
are a result of negligence or bad faith on the part of the Trustee.

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

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

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

         Section 506.  Application of Money Collected.

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

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

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


                                       44
<PAGE>


     Securities for principal and any premium and interest, respectively; and

          THIRD: To the payment of the remainder, if any, to the Company or any
     other Person lawfully entitled thereto.

         Section 507.  Limitation on Suits.

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

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

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

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

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

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

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


                                       45
<PAGE>


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

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

         Section 509.  Restoration of Rights and Remedies.

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

         Section 510.  Rights and Remedies Cumulative.

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

         Section 511.  Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Subject to Section 507, every right and remedy given
by this Article Five or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


                                       46
<PAGE>


         Section 512.  Control by Holders.

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

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

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

         Upon receipt by the Trustee of any such direction with respect to
Securities of any series, a record date shall be set for determining the
Holders of Outstanding Securities of such series entitled to join in such
direction, which record date shall be the close of business on the day the
Trustee receives such direction. Only the Holders of Outstanding Securities of
such series on such record date (or their duly appointed agents) shall be
entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided that, unless such direction shall have become
effective by virtue of Holders of at least a majority in principal amount of
Outstanding Securities of such series on such record date (or their duly
appointed agents) having joined therein on or prior to the 90th calendar day
after such record date, such direction automatically and without any action by
any Person shall be cancelled and of no further effect. Nothing in this
paragraph shall prevent a Holder (or a duly appointed agent thereof) from
giving, before or after the expiration of such 90 calendar day period, a
direction contrary to or different from, or, after the expiration of such
period, identical to, a direction that has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date in respect
thereof shall be set pursuant to this paragraph.

         Section 513.  Waiver of Past Defaults.

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

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


                                       47
<PAGE>


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

         With respect to any series of Securities, the Company may, but shall
not be obligated to, establish a record date for the purpose of determining the
Persons entitled to waive any past default hereunder. If a record date is
fixed, only the Holders of Outstanding Securities of such series on such record
date (or their duly appointed agents) shall be entitled to waive any default
hereunder, whether or not such Holders remain Holders after such record date;
provided, that, unless the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series on such record date (or
their duly appointed agents) shall have waived such default on or prior to the
90th calendar day after such record date, any such waiver previously given
automatically and without further action by any Holder shall be cancelled and
of no effect.

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

         Section 514.  Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by the Trustee as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section 514 nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company.


                                  ARTICLE SIX

                                  The Trustee

         Section 601.  Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise


                                       48
<PAGE>


incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 601.

         Section 602.  Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 calendar days after the occurrence
thereof. For the purpose of this Section 602, the term "default" means any
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.

         Section 603.  Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

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

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

          (d) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and


                                       49
<PAGE>


     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in reliance thereon;

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

          (f) prior to the occurrence of an Event of Default and after the
     remedy or waiver of all Events of Default, the Trustee shall not be bound
     to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, direction, consent, order, bond, debenture, note, other evidence
     of indebtedness or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall upon reasonable notice to
     the Company be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at a time and place acceptable
     to the Company; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys, and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

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

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


                                       50
<PAGE>


         Section 605.  May Hold Securities.

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

         Section 606.  Money Held in Trust.

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

         Section 607.  Compensation and Reimbursement.

         The Company agrees

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

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

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


                                       51
<PAGE>


         Section 608. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

         Section 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 or is a subsidiary
of a corporation which shall be a Person that has a combined capital and
surplus of at least $50,000,000 and which unconditionally guarantees the
obligations of the Trustee hereunder. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 609,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 609, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Six.

         Section 610.  Resignation and Removal; Appointment of Successor.

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

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

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

         (d)  If at any time:


                                       52
<PAGE>


          (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least 180 consecutive calendar days, or

          (2) the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or by
     any Holder of a Security for at least 180 consecutive calendar days, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least 180
consecutive calendar days may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any reason,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at
least


                                       53
<PAGE>


180 consecutive calendar days may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in Section
106. Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.

         Section 611.  Acceptance of Appointment by Successor.

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

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


                                       54
<PAGE>


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

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers, trusts and duties
referred to in paragraphs (a) and (b) of this Section 611, as the case may be.

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

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

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

         Section 613.  Preferential Collection of Claims Against Company.

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


                                       55
<PAGE>


         Section 614.  Appointment of Authenticating Agent.

         The Trustee may with the consent of the Company appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and binding for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 614, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 614.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section 614, without the execution or filing
of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee or the Company
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company or the
Trustee, as the case may be. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section 614, the
Trustee may


                                       56

<PAGE>


appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 614.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 614, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         If an appointment with respect to one or more series is made pursuant
to this Section 614, the Securities of such series may have endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

                                    ..........................................,
                                                                     As Trustee

                                   By.........................................,
                                                        As Authenticating Agent

                                   By.........................................,
                                                             Authorized Officer


                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

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

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

          (a) semi-annually, not later than 10 calendar days after each Regular
     Record Date in each year, a list for each series of


                                       57
<PAGE>


     Securities, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders of Securities of such series as of the
     preceding Regular Record Date, and

          (b) at such other times as the Trustee may request in writing, within
     30 calendar days after the receipt by the Company of any such request, a
     list of similar form and content as of a date not more than 15 calendar
     days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

         Section 702.  Preservation of Information; Communications to Holders.

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

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

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee
or any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         Section 703.  Reports by the Trustee.

         (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
To the extent that any such report is required by the Trust Indenture Act with
respect to any 12 month period, such report shall cover the 12 month period
ending July 15 and shall be transmitted by the next succeeding September 15.

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


                                       58
<PAGE>


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

         Section 704.  Reports by the Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to the Trust Indenture Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall
be filed with the Trustee within 15 calendar days after the same are so
required to be filed with the Commission.


                                 ARTICLE EIGHT

                    Consolidation, Merger, or Sale of Assets

         Section 801.  The Company May Consolidate, Etc., Only on Certain
Terms.

         The Company shall not consolidate with or merge with or into any other
Person (other than in a merger or consolidation in which the Company is the
surviving Person) or sell its properties and assets as, or substantially as, an
entirety to any Person unless:

          (1) the Person formed by such consolidation or with or into which the
     Company is merged or the Person that purchases the properties and assets
     of the Company as, or substantially as, an entirety shall be a
     corporation, partnership or trust, shall be organized and validly existing
     under the laws of the United States of America, any State thereof or the
     District of Columbia and shall expressly assume the due and punctual
     payment of the principal of and any premium and interest on all the
     Securities and the performance or observance of every covenant of this
     Indenture on the part of the Company to be performed or observed, by
     supplemental indenture reasonably satisfactory in form to the Trustee,
     executed and delivered to the Trustee;

          (2) immediately after giving effect to such transaction, no Event of
     Default shall have occurred and be continuing; and


                                       59
<PAGE>


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

         Section 802.  Successor Substituted.

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


                                  ARTICLE NINE

                            Supplemental Indentures

         Section 901.  Supplemental Indentures Without Consent of Holders.

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

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

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


                                       60
<PAGE>


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

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

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, including,
     without limitation, with respect to any of the provisions set forth in
     Article Fourteen, provided that any such addition, change or elimination
     (i) shall neither (A) apply to any Security of any series created prior to
     the execution of such supplemental indenture and entitled to the benefit
     of such provision nor (B) modify the rights of the Holder of any such
     Security with respect to such provision or (ii) shall become effective
     only when there is no such Security Outstanding; or

          (6) to secure the Securities pursuant to the requirements of Section
     1005, or to otherwise secure the Securities of any series; or

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

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

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

          (10) to conform to any mandatory provisions of law.


                                       61
<PAGE>


         Section 902.  Supplemental Indentures with Consent of Holders.

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

          (1) change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon (including any
     change in the Floating or Adjustable Rate Provision pursuant to which such
     rate is determined that would reduce such rate for any period) or any
     premium payable upon the redemption thereof, or reduce the amount of the
     principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 502, or change any Place of Payment where, or the coin
     or currency in which, any Security or any premium or interest thereon is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity thereof (or, in the case of
     redemption, on or after the Redemption Date), or modify the provisions of
     this Indenture with respect to the subordination of the Securities of any
     series in a manner adverse to the Holders, or

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

          (3) modify any of the provisions of this Section 902, Section 513 or
     Section 907, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause (3) shall not be deemed to
     require the consent of any Holder


                                       62
<PAGE>


     with respect to changes in the references to "the Trustee" and concomitant
     changes in this Section 902 and Section 907, or the deletion of this
     proviso, in accordance with the requirements of Sections 611(b) and
     901(8).

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

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

         Section 903.  Execution of Supplemental Indentures.

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

         Section 904.  Effect of Supplemental Indentures.

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

         Section 905.  Conformity with Trust Indenture Act.

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


                                       63
<PAGE>


         Section 906.  Reference in Securities to Supplemental Indentures.

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

         Section 907.  Waiver of Compliance by Holders.

         Anything in this Indenture to the contrary notwithstanding, any of the
acts which the Company is required to do, or is prohibited from doing, by any
of the provisions of this Indenture may, to the extent that such provisions
might be changed or eliminated by a supplemental indenture pursuant to Section
902 upon consent of Holders of not less than a majority in aggregate principal
amount of the then Outstanding Securities of the series affected, be omitted or
done by the Company if there is obtained the prior consent or waiver of the
Holders of at least a majority in aggregate principal amount of the then
Outstanding Securities of such series.

         Section 908.  Subordination Unimpaired.

         No provision in any supplemental indenture that affects the superior
position of the holders of Senior Debt of the Company shall be effective
against any holder of such Senior Debt without the consent of such affected
holder.


                                  ARTICLE TEN

                                   Covenants

         Section 1001.  Payment of Principal, Premium and Interest.

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


                                       64
<PAGE>


         Section 1002.  Maintenance of Office or Agency by the Company.

         (a) So long as any Securities are Outstanding, the Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee 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 Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

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

         Section 1003.  Money for Securities Payments to be Held in Trust.

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

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


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<PAGE>


         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 1003, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

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

         Section 1004.  Statement by Officers as to Default.

         The Company will deliver to the Trustee within 120 calendar days after
the end of each fiscal year of the Company ending after the date hereof, a
certificate signed by the Company's principal executive officer, principal
financial officer or principal accounting officer stating whether or not to the
best knowledge of the


                                       66
<PAGE>


signer thereof the Company is in compliance with all terms, conditions and
covenants of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and if the signer has obtained
knowledge of any continuing default by the Company in the performance,
observation or fulfillment of any such term, condition or covenant, specifying
each such default and the nature thereof.

         Section 1005.  Limitations on Liens on Common Stock of Principal
Subsidiaries.

         As long as any of the Securities remains outstanding, the Company will
not, and will not permit any Principal Subsidiary to, issue, assume, incur or
guarantee any indebtedness for borrowed money secured by a mortgage, pledge,
lien or other encumbrance, directly or indirectly, on any of the Common Stock
of a Principal Subsidiary, which Common Stock is owned by the Company or by any
Principal Subsidiary, unless the obligations of the Company under the
Securities and, if the Company so elects, any other indebtedness of the Company
ranking on a parity with or prior to the Securities, shall be secured equally
and ratably with, or prior to, such secured indebtedness for borrowed money so
long as such secured indebtedness is outstanding and is so secured.


                                 ARTICLE ELEVEN

                            Redemption of Securities

         Section 1101.  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified in accordance with Section 301 for Securities of any
series) in accordance with this Article Eleven.

         Section 1102.  Election to Redeem; Notice to Trustee.

         In case of any redemption at the election of the Company of less than
all the Securities of any series, the Company shall, at least 60 calendar days
prior to the Redemption Date fixed by the Company (unless a shorter notice
period shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this


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<PAGE>


Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

         Section 1103.  Selection by Trustee of Securities to Be Redeemed.

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

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

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

         Section 1104.  Notice of Redemption.

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

         All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed


                                       68
<PAGE>


     and, if applicable, that interest thereon will cease to accrue on and
     after said date,

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

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

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

         Section 1105.  Deposit of Redemption Price.

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

         Section 1106.  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, if the Redemption Date is after a
Record Date but on or prior to the related Interest Payment Date, the accrued
interest shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Date according to their terms and the provisions of Section
307.

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


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<PAGE>


         Section 1107.  Securities Redeemed in Part.

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


                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

         Section 1201.  Company's Option to Effect Defeasance or Covenant
Defeasance.

         The Company may elect, at any time, to have either Section 1202 or
Section 1203 applied to the Outstanding Securities of any series upon
compliance with the conditions set forth in this Article Twelve.

         Section 1202.  Defeasance and Discharge.

         Upon the Company's exercise of the option provided in Section 1201 to
have this Section 1202 applied to the Outstanding Securities of any series, the
Company shall be deemed to have been discharged from its obligations, and the
provisions of Article Fourteen shall cease to be effective, with respect to the
Outstanding Securities of such series as provided in this Section 1202 on and
after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all of the Company's other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on


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<PAGE>


such Securities of such series when payments are due, (2) the Company's
obligations with respect to the Securities of such series under Sections 304,
305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder, including, without limitation, its rights under
Section 607 and (4) this Article Twelve. Subject to compliance with this
Article Twelve, the Company may exercise its option provided in Section 1201 to
have this Section 1202 applied to the Outstanding Securities of any series
notwithstanding the prior exercise of its option provided in Section 1201 to
have Section 1203 applied to the Outstanding Securities of such series.

         Section 1203.  Covenant Defeasance.

         Upon the Company's exercise of the option provided in Section 1201 to
have this Section 1203 applied to the Outstanding Securities of any series, (1)
the Company shall be released from its obligations under Sections 801 and 1005,
(2) the occurrence of any event specified in Section 501(4) (with respect to
Sections 801 and 1005) or 501(5) shall be deemed not to be or result in an
Event of Default, and (3) the provisions of Article Fourteen shall cease to be
effective, in each case with respect to the Outstanding Securities of such
series as provided in this Section 1203 on and after the date the conditions
set forth in Section 1204 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that the Company
may omit to comply with (and no Event of Default shall arise out of such
non-compliance) and shall have no liability in respect of any term, condition
or limitation set forth in Section 801 and/or 1005, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or
in any other document, but the remainder of this Indenture and the Securities
of such series shall be unaffected thereby.

         Section 1204.  Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either Section
1202 or Section 1203 to the Outstanding Securities of any series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee that satisfies the
     requirements contemplated by Section 609 and agrees to comply with the
     provisions of this Article Twelve applicable to it) as trust funds in
     trust for the purpose of making the following payments, specifically
     pledged as security for, and dedicated solely to, the benefit of the
     Holders of Outstanding Securities of such series, (A) in the case of
     Securities of such series denominated in U.S. dollars, (i) money in an
     amount, (ii) U.S. Government Obligations that through the scheduled
     payment of principal and


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<PAGE>


     interest in respect thereof in accordance with their terms will provide,
     not later than one Business Day before the due date of any payment, money
     in an amount, or (iii) a combination thereof, in each case sufficient, in
     the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee, to pay and discharge, and which shall be applied by the Trustee
     (or any such other qualifying trustee) to pay and discharge, the principal
     of and any premium and interest on the Securities of such series on the
     respective Stated Maturities, in accordance with the terms of this
     Indenture and the Securities of such series or (B) in the case of
     Securities of such series denominated in a currency other than the U.S.
     dollar, (i) money in such currency in an amount, or (ii) Foreign
     Government Obligations that through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than one Business Day before the due date of any payment, money
     in such currency in an amount, or (iii) a combination thereof, in each
     case sufficient, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or any such other qualifying trustee) to pay and
     discharge, the principal of and any premium and interest on the Securities
     of such series on the respective Stated Maturities, in accordance with the
     terms of this Indenture and the Securities of such series. As used herein,
     "U.S. Government Obligation" means (x) any security that is (i) a direct
     obligation of the United States of America for the payment of which the
     full faith and credit of the United States of America is pledged or (ii)
     an obligation of a Person controlled or supervised by and acting as an
     agency or instrumentality for 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 (i) or (ii), is not
     callable or redeemable at the option of the issuer thereof, and (y) any
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act of 1933, as amended) as custodian (I) with respect to any
     specific payment of principal of or interest on any such U.S. Government
     Obligation specified in Clause (x) of this definition of U.S. Government
     Obligation and held by such custodian for the account of the holder of
     such depositary receipt, or (II) with respect to any specific payment of
     principal of or interest on any such U.S. Government Obligation, 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


                                       72
<PAGE>


     depositary receipt from any amount received by the custodian in respect of
     the U.S. Government Obligation or the specific payment of principal or
     interest evidenced by such depositary receipt. The bank acting as Trustee,
     or its affiliates, may act as custodian as contemplated by this Section
     1204(1). As used herein, "Foreign Government Obligation" means (x) any
     security that is (i) a direct obligation of the government that issued
     such currency for the payment of which the full faith and credit of such
     government is pledged or (ii) an obligation of a Person controlled or
     supervised by and acting as an agency or instrumentality for such
     government the payment of which is unconditionally guaranteed as a full
     faith and credit obligation by such government, which, in either case (i)
     or (ii), is not callable or redeemable at the option of the issuer
     thereof, and (y) any depositary receipt issued by a bank (as defined in
     Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
     (I) with respect to any specific payment of principal of or interest on
     any such Foreign Government Obligation specified in Clause (x) of this
     definition of Foreign Government Obligation and held by such custodian for
     the account of the holder of such depositary receipt, or (II) with respect
     to any specific payment of principal of or interest on any such Foreign
     Government Obligation, 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 depositary receipt from any amount received by the
     custodian in respect of the Foreign Government Obligation or the specific
     payment of principal or interest evidenced by such depositary receipt.

          (2) In the case of an election under Section 1202, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series will not recognize
     gain or loss for Federal income tax purposes as a result of the deposit,
     Defeasance and discharge to be effected with respect to the Securities of
     such series and will be subject to Federal income tax on the same amount,
     in the same manner and at the same times as would be the case if such
     deposit, Defeasance and discharge were not to occur.

          (3) In the case of an election under Section 1203, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series will not recognize
     gain or loss for Federal income tax purposes as result of the deposit and
     Covenant Defeasance to be effected with respect to the Securities of such
     series and will be subject to Federal income tax on the same amount, in
     the same


                                       73
<PAGE>


     manner and at the same times as would be the case if such deposit and
     Covenant Defeasance were not to occur.

          (4) The Company shall have delivered to the Trustee an Officers'
     Certificate to the effect that the Securities of such series, if then
     listed on any securities exchange, will not be delisted as a result of
     such deposit.

          (5) No Event of Default or event that (after notice or lapse of time
     or both) would become an Event of Default shall have occurred and be
     continuing at the time of such deposit or, with regard to any Event of
     Default or any such event specified in Sections 501(6) and 501(7), at any
     time on or prior to the 90th calendar day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until after such 90th calendar day).

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

          (7) Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act of 1940, as amended, unless such
     trust shall be qualified under such Act or exempt from regulation
     thereunder.

          (8) At the time of such deposit: (A) no default in the payment of
     principal of (or premium, if any) or interest on any Senior Debt of the
     Company shall have occurred and be continuing and (B) no other event of
     default with respect to any Senior Debt of the Company shall have occurred
     and be continuing and shall have resulted in such Senior Debt of the
     Company becoming or being declared due and payable prior to the date on
     which it would otherwise have become due and payable, or, in the case of
     either Clause (A) or Clause (B) above, each such default or event of
     default shall have been cured or waived or shall have ceased to exist.


                                       74
<PAGE>


         Section 1205.  Deposited Money and U.S. Government Obligations or
Foreign Government Obligations to be Held In Trust; Other Miscellaneous
Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations or Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section 1205 and Section 1206, the Trustee
and any such other trustee are referred to collectively as the "Trustee")
pursuant to Section 1204 in respect of the Securities of any series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
the Securities of such series and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of Securities of
such series, of all sums due and to become due on such Securities in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Money so held
in trust shall not be subject to the provisions of Article Fourteen.

         The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
or Foreign Government Obligations deposited pursuant to Section 1204 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge that by law is for the account of the Holders of Outstanding
Securities.

         Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations or Foreign Government
Obligations held by the Trustee as provided in Section 1204 with respect to
Securities of any series that, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then
be required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance with respect to the Securities of such series.

         Section 1206.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Twelve with respect to the Securities of any
series by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the Company's obligations under this Indenture and the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve


                                       75
<PAGE>


with respect to Securities of such series until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
1205 with respect to Securities of such series in accordance with this Article
Twelve; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any Security of such series following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of Securities of such series to receive such payment from the
money so held in trust.


                                ARTICLE THIRTEEN

                                 Sinking Funds

         Section 1301.  Applicability of Article.

         The provisions of this Article Thirteen shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified in accordance with Section 301 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1302. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of the
Securities of such series.

         Section 1302.  Satisfaction of Sinking Fund Payments with Securities.

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


                                       76
<PAGE>


the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 1303.  Redemption of Securities for Sinking Fund.

         Not less than 45 calendar days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1302 and also will deliver to the
Trustee any Securities to be so delivered. Not less than 15 nor more than 45
calendar days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


                                ARTICLE FOURTEEN

                          Subordination of Securities

         Section 1401.  Securities Subordinate to Senior Debt of the Company.

         The Company covenants and agrees, and each Holder of a Security, by
its acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article Fourteen (subject to the
provisions of Article Four and Article Twelve), the payment of the principal of
(and premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all amounts then due and payable in respect of all Senior Debt of
the Company.

         Section 1402.  Payment Over of Proceeds Upon Dissolution, Etc. of the
Company.

         In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, arrangement, reorganization, debt
restructuring or other similar case or proceeding in connection with any
insolvency or bankruptcy proceeding, relative to the Company or to its assets,
or (b) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary


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<PAGE>


and whether or not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities
of the Company, then and in any such event specified in clause (a), (b) or (c)
above (each such event, if any, herein sometimes referred to as a "Proceeding")
the holders of Senior Debt of the Company shall be entitled to receive payment
in full of all amounts due or to become due on or in respect of all Senior Debt
of the Company, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt
of the Company, before the Holders of the Securities are entitled to receive
any payment or distribution of any kind or character, whether in cash, property
or securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Debt of the Company
subordinated to the payment of the Securities, such payment or distribution
being hereinafter referred to as "Junior Subordinated Payment"), on account of
principal of (or premium, if any) or interest on the Securities or on account
of the purchase or other acquisition of Securities by the Company or any
Subsidiary of the Company, and to that end the holders of Senior Debt of the
Company shall be entitled to receive, for application to the payment thereof,
any payment or distribution of any kind or character, whether in cash, property
or securities, including any Junior Subordinated Payment, which may be payable
or deliverable in respect of the Securities in any such Proceeding.

         If, notwithstanding the foregoing provisions of this Section 1402, the
Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, including any Junior Subordinated Payment, before
all Senior Debt of the Company is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt of the Company, and if such fact shall, at or prior to
the time of such payment or distribution, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Debt of the Company remaining unpaid, to the
extent necessary to pay all Senior Debt of the Company in full, after giving
effect to any concurrent payment or distribution to or for the holders of
Senior Debt of the Company. Any taxes that have been withheld or deducted from
any payment or distribution in respect of the Securities, or any taxes that
ought to have been withheld or deducted from any such payment or distribution
that have been remitted to the relevant taxing authority, shall not be
considered to be an amount that the Trustee or the Holder of any Security
receives for purposes of this Section 1402.


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<PAGE>


         For purposes of this Article Fourteen only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated
in right of payment to all then outstanding Senior Debt of the Company to
substantially the same extent as the Securities are so subordinated as provided
in this Article Fourteen. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Article Eight shall not be deemed a Proceeding for the purposes of this
Section 1402 if the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by sale such properties and
assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article
Eight.

         Section 1403.  Prior Payment to Senior Debt of the Company Upon
Acceleration of Securities.

         If any Securities are declared due and payable before their Stated
Maturity, then and in such event the holders of the Senior Debt of the Company
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt of the Company, or provision shall be made for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt of the Company, before the Holders of the Securities are entitled
to receive any payment (including any Junior Subordinated Payment) by the
Company on account of the principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary; provided, however, that nothing in this Section
1403 shall prevent the satisfaction of any sinking fund payment in accordance
with Article Thirteen by delivering and crediting pursuant to Section 1302
Securities which have been acquired (upon redemption or otherwise) prior to
such declaration of acceleration.

         If, notwithstanding the foregoing, the Company shall make any payment
to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section 1403, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section 1403 shall not apply to any payment
with respect to which Section 1402 would be applicable.


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<PAGE>


         Section 1404.  No Payment When Senior Debt of the Company in Default.

         (a) Upon the occurrence and during the continuation of any default in
the payment of principal of (or premium, if any) or interest on any Senior Debt
of the Company, or if any event of default with respect to any Senior Debt of
the Company shall have occurred and be continuing and shall have resulted in
such Senior Debt of the Company becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall
have ceased to exist and such acceleration shall have been rescinded or
annulled, or (b) if any judicial proceeding shall be pending with respect to
any such default in payment or such event of default, then no payment
(including any Junior Subordinated Payment) shall be made by the Company on
account of principal of (or premium, if any) or interest on the Securities or
on account of the purchase or other acquisition of Securities by the Company or
any Subsidiary; provided, however, that nothing in this Section 1404 shall
prevent the satisfaction of any sinking fund payment in accordance with Article
Thirteen by delivering and crediting pursuant to Section 1302 Securities which
have been acquired (upon redemption or otherwise) prior to such default in
payment or event of default.

         If, notwithstanding the foregoing, the Company shall make any payment
to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section 1404, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section 1404 shall not apply to any payment
with respect to which Section 1402 would be applicable.

         Section 1405.  Payment Permitted If No Default.

         Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any
time except during the pendency of any Proceeding referred to in Section 1402
or under the conditions described in Sections 1403 and 1404, from making
payments at any time of principal of (and premium, if any) or interest on the
Securities, or (b) the application by the Trustee of any money deposited with
the Trustee hereunder to the payment of or on account of the principal of (and
premium, if any) or interest on the Securities or the retention of such payment
by the Holders, if, at the time of such application by the Trustee, the Trustee
did not have knowledge that such payment would have been prohibited by the
provisions of this Article Fourteen.


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<PAGE>


         Section 1406.  Subrogation to Rights of Holders of Senior Debt of the
Company.

         Subject to the payment in full of all Senior Debt of the Company, or
the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of the Company, the Holders
of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt of the Company pursuant
to the provisions of this Article Fourteen (equally and ratably with the
holders of all other indebtedness of the Company which by its express terms is
subordinated to indebtedness of the Company to substantially the same extent as
the Securities are subordinated to the Senior Debt of the Company and is
entitled to like rights of subrogation by reason of any payments or
distributions made to holders of such Senior Debt of the Company) to the rights
of the holders of such Senior Debt of the Company to receive payments and
distributions of cash, property and securities of the Company applicable to the
Senior Debt of the Company until the principal of (and premium, if any) and
interest on the Securities shall be paid in full. If the Trustee or the Holders
of the Securities for any reason are not entitled to be subrogated to the
rights of holders of Senior Debt of the Company in respect of such payment or
distribution, then the Trustee or the Holders of the Securities may require
each holder of Senior Debt of the Company to whom any such payment or
distribution is made as a condition to such payment or distribution to assign
its Senior Debt of the Company to the extent of such payment or distribution
and all rights with respect thereto to the Trustee on behalf of the Holders.
Such assignment shall not be effective until such time as all Senior Debt of
the Company has been paid in full or payment thereof provided for. For purposes
of such subrogation or assignment, no payments or distributions to the holders
of the Senior Debt of the Company of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Fourteen, and no payments over pursuant to the
provisions of this Article Fourteen to the holders of Senior Debt of the
Company by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt of the Company, and
the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt of the Company.

         Section 1407.  Provisions Solely to Define Relative Rights.

         The provisions of this Article Fourteen are and are intended solely
for the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Senior Debt of the Company on the
other hand. Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among the
Company, its creditors other than holders of Senior Debt of the Company, and
the Holders of the


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<PAGE>


Securities, the obligations of the Company, which are absolute and
unconditional (and which, subject to the rights under this Article Fourteen of
the holders of Senior Debt of the Company, are intended to rank equally with
all other general unsecured obligations of the Company), to pay to the Holders
of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; (b) affect the relative rights against the Company of the Holders
of the Securities and creditors of the Company other than the holders of Senior
Debt of the Company; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture including, without limitation, filing and voting claims in
any Proceeding, subject to the rights, if any, under this Article Fourteen of
the holders of Senior Debt of the Company to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

         Without limiting the generality of the foregoing, nothing contained in
this Article Fourteen will restrict the right of the Trustee or the Holders of
Securities of any series to take any action to declare the Securities of such
series to be due and payable prior to their stated maturity pursuant to Section
502 or to pursue any rights or remedies hereunder.

         Section 1408.  Trustee to Effectuate Subordination.

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

         Section 1409.  No Waiver of Subordination Provisions.

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

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities,
and without impairing or releasing the subordination provided in this Article
Fourteen or the


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<PAGE>


obligations hereunder of the Holders of the Securities to the holders of Senior
Debt of the Company, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter or increase, Senior Debt of the Company, or otherwise amend or supplement
in any manner Senior Debt of the Company or any instrument evidencing the same
or any agreement under which Senior Debt of the Company is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Debt of the Company; (iii) release any Person
liable in any manner for the collection of Senior Debt of the Company; and/or
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.

         Section 1410.  Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article Fourteen or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Debt of the Company or from any
trustee, agent or representative therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 1410 at least two Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (and premium, if any) or
interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Debt of the Company
(or a trustee, agent or representative therefor) to establish that such notice
has been given by a holder of Senior Debt of the Company (or a trustee, agent
or representative therefor). If the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Debt of the Company to participate in any payment or
distribution pursuant to this Article Fourteen, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt of the Company held by such Person, the


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<PAGE>


extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article Fourteen, and if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.

         Section 1411.  Reliance on Judicial Order or Certificate of Liquidating
Agent.

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

         Section 1412.  Trustee Not Fiduciary For Holders of Senior Debt of the
Company.

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

         Section 1413.  Rights of Trustee as Holder of Senior Debt of the
Company; Preservation of Trustee's Rights.

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

         Nothing in this Article Fourteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.


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<PAGE>


         Section 1414.  Article Applicable to Paying Agents.

         If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article Fourteen shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article Fourteen in addition to or in place of the Trustee.

         Section 1415.  Defeasance of This Article Fourteen.

         The subordination of the Securities provided by this Article Fourteen
is expressly made subject to the provisions for Defeasance or Covenant
Defeasance in Article Twelve and, anything herein to the contrary
notwithstanding, upon the effectiveness of any such Defeasance or Covenant
Defeasance, the Securities then outstanding shall thereupon cease to be
subordinated pursuant to this Article Fourteen.

                                    * * * *

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


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<PAGE>


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

                                            AETNA INC.

                                            By______________________________
                                                 Name:
                                                 Title:

[Seal]

Attest:

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




                                            STATE STREET BANK AND TRUST
                                            COMPANY

                                            By______________________________
                                                 Name:
                                                 Title:

[Seal]

Attest:

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


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<PAGE>


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

         On the                 day of                 , 2001, before me
personally came                                           , to me known, who,
being by me duly sworn, did depose and say that (s)he is of AETNA INC., one of
the corporations described in and which executed the foregoing instrument; that
(s)he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that (s)he signed her/his name
thereto by like authority.

                                                     -------------------------
                                                           Notary Public


                                       87
<PAGE>


COMMONWEALTH OF MASSACHUSETTS           )
                                        ) ss.:
COUNTY OF SUFFOLK                       )

         On the                 day of                , 2001, before me
personally came                                              , to me known,
who, being by me duly sworn, did depose and say that (s)he is of STATE STREET
BANK AND TRUST COMPANY, one of the corporations described in and which executed
the foregoing instrument; that (s)he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that
(s)he signed her/his name thereto by like authority.

                                                     -------------------------
                                                           Notary Public


                                       88