Exhibit 4.1


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                                  AETNA INC.,

                                                                         ISSUER



                                      and




                      STATE STREET BANK AND TRUST COMPANY,

                                                                        TRUSTEE



                                   ----------


                                SENIOR INDENTURE

                          Dated as of January __, 2001


                                   ----------



                             Senior Debt Securities


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<PAGE>


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

Trust Indenture
  Act Section                                                  Indenture 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


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      (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 Senior Indenture.


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<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................. 9
         Section 103.  Form of Documents Delivered to Trustee............... 9
         Section 104.  Acts of Holders; Record Dates........................10
         Section 105.  Notices, Etc., to Trustee and Company................12
         Section 106.  Notice to Holders; Waiver............................12
         Section 107.  Conflict with Trust Indenture Act....................13
         Section 108.  Effect of Headings and Table of Contents.............13
         Section 109.  Successors and Assigns...............................13
         Section 110.  Separability Clause..................................13
         Section 111.  Benefits of Indenture................................13
         Section 112.  Governing Law........................................13
         Section 113.  Legal Holidays.......................................14
         Section 114.  Personal Immunity from Liability for Incorporators,
                       Stockholders, Etc. ..................................14
ARTICLE TWO
         Security Forms.....................................................14
         Section 201.  Forms Generally......................................14
         Section 202.  Form of Face of Security.............................15
         Section 203.  Form of Reverse of Security..........................17
         Section 204.  Form of Legend for Global Securities.................22
         Section 205.  Form of Trustee's Certificate of  Authentication.....22

ARTICLE THREE
         The Securities.....................................................23
         Section 301.  Amount Unlimited; Issuable in Series.................23
         Section 302.  Denominations........................................26
         Section 303.  Execution, Authentication, Delivery and Dating.......26
         Section 304.  Temporary Securities.................................28
         Section 305.  Registration, Registration of Transfer and Exchange..29
         Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.....30
         Section 307.  Payment of Interest; Interest Rights Preserved.......31
         Section 308.  Persons Deemed Owners................................33


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         Section 309.  Cancellation.........................................33
         Section 310.  Computation of Interest..............................34

ARTICLE FOUR
         Satisfaction and Discharge.........................................34
         Section 401.  Satisfaction and Discharge of Indenture..............34
         Section 402.  Application of Trust Fund............................36

ARTICLE FIVE
         Remedies...........................................................36
         Section 501.  Events of Default....................................36
         Section 502.  Acceleration of Maturity; Rescission and Annulment...39
         Section 503.  Collection of Indebtedness and Suits
                       for Enforcement by Trustee...........................41
         Section 504.  Trustee May File Proofs of Claim.....................42
         Section 505.  Trustee May Enforce Claims Without
                       Possession of Securities.............................43
         Section 506.  Application of Money Collected.......................43
         Section 507.  Limitation on Suits..................................43
         Section 508.  Unconditional Right of Holders to
                       Receive Principal, Premium and  Interest ............44
         Section 509.  Restoration of Rights and Remedies...................45
         Section 510.  Rights and Remedies Cumulative.......................45
         Section 511.  Delay or Omission Not Waiver.........................45
         Section 512.  Control by Holders...................................46
         Section 513.  Waiver of Past Defaults..............................46
         Section 514.  Undertaking for Costs................................47

ARTICLE SIX
         The Trustee........................................................47
         Section 601.  Certain Duties and Responsibilities..................47
         Section 602.  Notice of Defaults...................................48
         Section 603.  Certain Rights of Trustee............................48
         Section 604.  Not Responsible for Recitals or  Issuance of
                       Securities...........................................49
         Section 605.  May Hold Securities..................................49
         Section 606.  Money Held in Trust..................................49
         Section 607.  Compensation and Reimbursement.......................50
         Section 608.  Disqualification; Conflicting Interests..............50
         Section 609.  Corporate Trustee Required;  Eligibility.............50
         Section 610.  Resignation and Removal; Appointment of  Successor...51
         Section 611.  Acceptance of Appointment by  Successor..............52
         Section 612.  Merger, Conversion, Consolidation or Succession to
                       Business.............................................54
         Section 613.  Preferential Collection of Claims Against Company....54
         Section 614.  Appointment of Authenticating Agent..................54


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ARTICLE SEVEN
         Holders' Lists and Reports by Trustee and Company..................56
         Section 701.  Company to Furnish Trustee Names and Addresses
                       of Holders...........................................56
         Section 702.  Preservation of Information; Communications to
                       Holders..............................................57
         Section 703.  Reports by the Trustee...............................57
         Section 704.  Reports by the Company...............................57

ARTICLE EIGHT
         Consolidation, Merger, or Sale of Assets...........................58
         Section 801.  The Company May Consolidate, Etc., Only on Certain
                       Terms................................................58
         Section 802.  Successor Substituted................................58

ARTICLE NINE
         Supplemental Indentures............................................59
         Section 901.  Supplemental Indentures without Consent of Holders...59
         Section 902.  Supplemental Indentures with Consent of  Holders.....60
         Section 903.  Execution of Supplemental Indentures.................62
         Section 904.  Effect of Supplemental Indentures....................62
         Section 905.  Conformity with Trust Indenture Act..................62
         Section 906.  Reference in Securities to Supplemental Indentures...62
         Section 907.  Waiver of Compliance by Holders......................62

ARTICLE TEN
         Covenants..........................................................63
         Section 1001.  Payment of Principal, Premium and  Interest.........63
         Section 1002.  Maintenance of Office or Agency by the Company......63
         Section 1003.  Money for Securities Payments to be  Held in Trust..64
         Section 1004.  Statement by Officers as to Default.................65
         Section 1005.  Limitations on Liens on Common Stock of
                        Principal Subsidiaries..............................65

ARTICLE ELEVEN
         Redemption of Securities...........................................66
         Section 1101.  Applicability of Article............................66
         Section 1102.  Election to Redeem; Notice to Trustee...............66
         Section 1103.  Selection by Trustee of Securities to be Redeemed...67
         Section 1104.  Notice of Redemption................................67
         Section 1105.  Deposit of Redemption Price.........................68
         Section 1106.  Securities Payable on Redemption Date...............68
         Section 1107.  Securities Redeemed in Part.........................68

ARTICLE TWELVE
         Defeasance and Covenant Defeasance.................................68
         Section 1201.  Company's Option to Effect Defeasance or
                        Covenant Defeasance.................................68
         Section 1202.  Defeasance and Discharge............................69
         Section 1203.  Covenant Defeasance.................................69
         Section 1204.  Conditions to Defeasance or Covenant Defeasance.....70


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         Section 1205.  Deposited Money and U.S. Government Obligations or
                        Foreign Government Obligations to be Held In Trust;
                        Other Miscellaneous Provisions......................72
         Section 1206.  Reinstatement.......................................73

ARTICLE THIRTEEN
         Sinking Funds......................................................74
         Section 1301.  Applicability of Article............................74
         Section 1302.  Satisfaction of Sinking Fund Payments with
                        Securities..........................................74
         Section 1303.  Redemption of Securities for Sinking Fund...........74

TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGMENTS


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     SENIOR 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-chartered 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


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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.

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

     "Defeasance" has the meaning specified in Section 1202.


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     "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.

     "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.


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<PAGE>


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

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

     "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
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


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     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,
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.


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<PAGE>


     "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.

     "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.

     "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


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<PAGE>


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.

     "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.

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


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<PAGE>


     "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 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.


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<PAGE>


     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
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.


                                       10
<PAGE>


     (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.

     (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.


                                       11
<PAGE>


     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 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


                                       12
<PAGE>


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, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     Section 112. Governing Law.

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


                                       13
<PAGE>


     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.


                                  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


                                       14
<PAGE>


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.

                 [...%] [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 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


                                       15
<PAGE>


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].

     [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.]

     [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 -- ;


                                       16
<PAGE>


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]

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,


                                       17
<PAGE>


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 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,


                                       18
<PAGE>


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


                                       19
<PAGE>


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, 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.


                                       20
<PAGE>


     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 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.


                                       21
<PAGE>


     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


                                       22
<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;


                                       23
<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


                                       24
<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


                                       25
<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


                                       26
<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


                                       27
<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.


                                      28
<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.


                                       29
<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


                                       30
<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


                                       31
<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


                                       32
<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.


                                       33
<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

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of


                                       34
<PAGE>


               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 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


                                       35
<PAGE>


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.


                                  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:

          (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

          (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


                                       36
<PAGE>


     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 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


                                       37
<PAGE>


     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 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


                                       38
<PAGE>


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:

          (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


                                       39
<PAGE>


          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; 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


                                       40
<PAGE>


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
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.


                                       41
<PAGE>


     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 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


                                       42
<PAGE>


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.

     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 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


                                       43
<PAGE>


          (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.

     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.


                                       44
<PAGE>


     Section 509. Restoration of Rights and Remedies.

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

     Section 510. Rights and Remedies Cumulative.

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

     Section 511. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. 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.

     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


                                       45
<PAGE>


          (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

          (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


                                       46
<PAGE>


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 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


                                       47
<PAGE>


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 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;


                                       48
<PAGE>


          (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.

     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


                                       49
<PAGE>


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.

     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,


                                       50
<PAGE>


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:

               (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,


                                       51
<PAGE>


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 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


                                       52
<PAGE>


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 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.


                                       53
<PAGE>


     (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.

     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


                                       54
<PAGE>


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
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


                                       55
<PAGE>


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
          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.


                                       56
<PAGE>


     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 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.


                                       57
<PAGE>


                                 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

          (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


                                       58
<PAGE>


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

          (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, 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


                                       59
<PAGE>


     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.

     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


                                       60
<PAGE>


     (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

          (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 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.


                                       61
<PAGE>


     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.

     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


                                       62
<PAGE>


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.


                                  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.

     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.


                                       63
<PAGE>


     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.

     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


                                       64
<PAGE>


(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 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.


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<PAGE>


                                 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 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.


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<PAGE>


     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 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.


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<PAGE>


     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.

     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.


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<PAGE>


     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 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 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 and
(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, 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.


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<PAGE>


     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 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


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<PAGE>


          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 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


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<PAGE>


     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 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.

     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


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<PAGE>


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.

     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 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.


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<PAGE>


                                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 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


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<PAGE>


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.

                                    * * * *

     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


                                       77
<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


                                       78